`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 1 of 29
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`EXHIBIT 4
`EXHIBIT 4
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 2 of 29
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`From:
`To:
`Cc:
`Subject:
`Date:
`Attachments:
`
`Michael Bubman
`Todd Gregorian; Christopher Lavin
`Miller, M. Val; Brick Kane; Jeffrey Gersh
`Brilliant Digital Entertainment v. PersonalWeb Technologies
`Thursday, September 2, 2021 4:37:47 PM
`Receivership Appointment Order (00681433xB7A71).pdf
`Order for Preliminary Injunction in Aid of Appointment of Receiver (00692635xB7A71).pdf
`9.2.21 Gregorian-Lavin letter (00692656xB7A71).pdf
`
`** EXTERNAL EMAIL **
`
`Messrs. Gregorian and Lavin:
`
`My apologies – the last email had the wrong attachments. Please see attached correspondence re
`the above-referenced matter.
`
`
`Best regards,
`
`Michael
`
`SuiteAmerica
`
`Mirman, Bubman & Nahmias, LLP
`21860 Burbank Blvd., Suite 360
`Woodland Hills, California 91367-7406
`Tel. No.: (818) 451 – 4600
`Fax No.: (818) 451 – 4620
`www.mbn.law
`mbubman@mbn.law
`
`Please take note that my email address has changed
`
`
`
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 3 of 29
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`September 2, 2021
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`VIA E-MAIL ONLY
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`Todd R. Gregorian, Esq.
`Christopher S. Lavin, Esq.
`Fenwick & West LLP
`555 California Street, 12th Floor
`San Francisco, California 94104
`
`Re: Brilliant Digital Entertainment, Inc. v. PersonalWeb Technologies, LLC, etc.
`
`LASC Case No. 21VECV00575 and
`
`In re PersonalWeb Technologies, LLC USDC, et al., Case No. 5:18-md-02834-BLF (N.D.Cal.)
`
`
`Dear Messrs. Davidson and Lavin:
`
`
`
`
`To the extent you are unaware, I represent Robb Evans & Associates, LLC, State Court
`Appointed Receiver in the above-referenced State Court action. To the extent that you have not
`seen it, I am appending the two relevant orders regarding the receivership in the State Court action:
`(1) the Order Appointing Receiver; and (2) the June 1, 2021 Order for Entry of Preliminary
`Injunction in Aid of the Receiver. While I know that you are attempting to intervene in the State
`Court action, I wanted to make sure that you are fully aware of the two receivership-related orders
`in this case.
`
`
`I am advised that you are attempting to continue prosecuting your efforts to obtain
`additional discovery responses from PersonalWeb in the District Court action referenced above. I
`refer you to Page 4, subsection (a) of the Preliminary Injunction, which prohibits you from:
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`“commencing, prosecuting, continuing or enforcing any suit, judgment, lien, levy, or
`proceeding against Defendant PersonalWeb, or any of its subsidiaries or affiliates, except
`such actions may be filed to toll any applicable statute of limitations.”
`
`
`
`As you are seeking to engage the jurisdiction of the California Superior Court by way of
`your Motion to Intervene, I would submit you are similarly bound to follow its orders.
`Consequently, any continued efforts to obtain discovery or otherwise continue prosecuting your
`action against PersonalWeb would violate Judge LaForteza’s Preliminary Injunction Order in the
`State Court action. I cannot imagine that it is your intention to ignore Judge LaForteza’s order,
`which is the reason I wanted to make sure you have a copy it.
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`
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`{00692640}
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`
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 4 of 29
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`Todd R. Gregorian, Esq.
`Christopher S. Lavin, Esq.
`September 2, 2021
`Page 2
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`If you have any questions or would like to further discuss this issue, feel free to contact me
`at your convenience.
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`Very truly yours,
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`Michael E. Bubman
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`MEB
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`cc:
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`Val Miller, Esq.
`Brick Kane
`Jeffrey Gersh, Esq.
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`{00692640}
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 5 of 29
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`Todd R. Gregorian, Esq.
`Christopher S. Lavin, Esq.
`September 2, 2021
`Page 3
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`{00692640}
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`SoCO~sBFftBROhOOee
`BoBDOrrmmmmmm
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 6 of 29
`Filed 04/22/22 Page 6 of 29
`Case 5:18-md-02834-BLF Document 742-5
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`FILED
`Superiar Court of California
`County al Los Angeles
`05/1 Of202 1
`Suevey A Carger, Zooacurawe CiSioer F hack of Sat
`Ey
`Q. Gyimesi
`Deraty
`
`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, 19" Floor
`Los Angeles, California 90017-2427
`Telephone: (323) 852-1000
`Facsimile: (323) 651-2577
`
`Attomeys 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 - NORTHWESTDISTRICT (VAN NUYS)
`
`3
`
`BRILLIANT DIGITAL ENTERTAINMENT
`INC., a Delaware corporation; EUROPLAY
`CAPITAL ADVISORS, LLC, a Delaware
`limitedliability company; CLARIA
`INNOVATIONS, LLC, a Delaware limited
`liability company; and MONTO HOLDINGS
`PTY LTD,an Australian company,
`
`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
`
`Plaintiffs,
`
`V.
`
`PERSONALWEB TECHNOLOGIES, LLC,
`a Texas limited liability company; and DOES
`| through 100, Inclusive,
`
`Defendants,
`
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`Upon due and proper consideration of Plaintiffs' ex parte application, including the
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`memorandum and declarationsfiled in support thereof(collectively, “Application’”), the
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`Complaint onfile herein, and other good cause appearing therefor:
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`IT IS HEREBY ORDEREDthat Robb Evans & Associates LLC, be and is hereby
`
`appointed receiver(“Receiver”) over Defendant PersonalWeb Technologies, LLC,in this action
`422241 5v1 | 101334-0002
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`EX PARTE ORDER FOR APPOINTMENTOF A RECEIVER
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`ElectronicallyReceived05/10/202111:52AM
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`FRANDZELROBINSBLOOM&CsaTo,L.C.
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`1000WILSHIREBOULEVARD,19THFLOORLos
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`ANGELES,CALIFORNIA90017-2427
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 7 of 29
`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 7 of 29
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`
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`(323)852-1000
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`subject to the conditions that before entering uponits duties as the Receiver,it shall take the oath
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`and file a bond with a surety thereonofsatisfactory proof to the Court in the sum of $10,000.00 to
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`secure faithful performanceofits duties as the Receiver.
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`IT IS FURTHER ORDEREDthatPlaintiffs shall post a bond in the sum of $1,500.00
`under Codeof Civil Procedure section 527. Plaintiffs shall further be required to post a bond
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`pursuant to Code of Civil Procedure section 566 in the sum of $1,500.00.
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`IT IS FURTHER ORDEREDthat the Receiver shall have the following powers and
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`responsibilities:
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`1,
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`To enter, gain access, and take possession of the business premises of Defendant
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`PersonalWeb Technologies, LLC, a Texaslimited 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 businessin the State of
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`California, in the State of Texas, or otherwise (“Business Premises”), and to seize, manage,
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`control, operate, and collectall of the collateral of Plaintiffs (i.e., all of Defendant’s personal
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`property assets) (the "Collateral", a description of which is set forth in Exhibit "1", attached
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`hereto), as the Receiver deems necessary for the properretention, management, administration,
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`and/orliquidation of the Collateral. But the books and records of Defendant PW,orcopies,
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`abstracts, or summaries thereof, shall be made available to Defendant PW asis reasonably
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`necessary from time to time.
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`2.
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`To have and exercise exclusive control overall of the Collateral, and PW,including
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`without limitation all cash and all collateral, which exclusive control includes, without limitation,
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`the discretion to continue in the employment of PW,or not, any currently employedofficer,
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`director, employee, servant, third party, attorney, accountant, other professional, and/or agent.
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`3.
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`To borrow from and repay moneyto the Plaintiffs from time-to-time on a revolving
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`basis with the Plaintiffs' consent, in increments of $25,000.00, including without limitation under
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`and pursuantto all of the terms, covenants, and conditions contained in the loan documents
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`between the Plaintiffs and PW, as those loan documents may be modified or amended from time-
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`to-time by the Receiver and Plaintiffs. Any liability for such borrowings shall solely be the
`422241 5v1 | 101334-0002
`9
`BX PARTE ORDER FOR APPOINTMENT OF A RECEIVER
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`1000WILSHIREBOULEVARD,FLOOR19TH
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 8 of 29
`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 8 of 29
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`
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`(323)852-1000
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`responsibility of PW,and not the Receiver. Such authority specifically includes, but is not limited
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`to, the Receiver being authorizedto issue to Plaintiffs from time-to-time Receiver's Certificates to
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`evidence and otherwise secure the repaymentto the Plaintiffs of any andall of such
`indebtedness. The Receiver's Certificates shall have priority overall other claims, including
`without limitation overall general claims against the receivership estate and collectively constitute
`a lien and charge upon all of the assets of the receivership estate. The lien securing the Receiver's
`Certificate shall be prior and superiorto all liens, encumbrances, and claimsagainst the Collateral
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`held by any other personsor entities, including without limitation any other secured
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`creditors. After any Receiver's Certificate is issued a copy shall be included in the Receiver's
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`monthly report. The original shall be delivered to Plaintiffs to be filed and/or recordedin the
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`Plaintiffs’ discretion. As funds in the Receivership Estate are deemed by the Receiverto be in
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`excess of necessary reserves, the Receiver may redeem these Receiver Certificates, or any of
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`oFHFSNDHABK
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`4.
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`To sell the Defendant PW,and/orall ofits assets, in wholeor in parts, from timeto
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`time in the discretion of the Receiver. The Receiver may, but is not requiredto, comply with
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`Sections 568.5 and 701.510, et seg. of the California Code of Civil Procedure regarding the
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`Receiver’s sale of the Collateral. The Receiver shall be authorizedto liquidate all of the Plaintiffs’
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`Collateral without the need for further orders, and at the Receiver’s discretion, complete the
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`processing, repairing, reconditioning, and/or sale of said Collateral and incur the expenses
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`necessary to preserve, protect, and carry out the foregoing. In connection with the Receiver’s sale
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`ofall or part of the Collateral, the Receiver is authorized to sell the Collateral to the public “as is”
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`and “with all faults,” without such representations or warranties, without seeking Court approval.
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`At any such sale by the Receiver,Plaintiffs, or any ofthem, separately or collectively, may be a
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`bidder and a purchaser and Plaintiffs shall be allowed to elect to credit bid in any suchsale upto
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`the aggregate amountof the total debt owed by PW to all such Plaintiffs, or any of them,orin
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`such smaller increments as Plaintiffs may elect.
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`5.
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`To take any andall steps necessary to receive, collect, and review all mail
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`addressed to Defendant PW,including, but not limited to, mail addressed to each and every one of
`4222415v1 | 101334-0002
`3
`EX PARTE ORDER FOR APPOINTMENT OF A RECEIVER
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`
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`LosANGELES,CALIFORNIA90017-2427
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`FRANDZELROBINSBLOOM&CsaTo,L.C.
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`1000WILSHIREBOULEVARD,19THFLOGRLos
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`ANGELES,CALIFORNIA90017-2427
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 9 of 29
`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 9 of 29
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`their Business Premises and any post office boxes held in the name of Defendant PW, and, at the
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`Receiver’s discretion,it is authorized to instruct the U.S. Postmaster to re-route, hold, and or
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`release said mail to the Receiver. Copies ofmail reviewedby the Receiverin the performance of
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`its duties will promptly be made available for inspection to Defendant upon requestafter review
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`by the Receiver. Receiver agrees to maintain the confidentiality of and abide byall laws and
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`regulations with respect to mail it receives, collects and reviews that deal with patient information.
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`6.
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`To demand,collect, and receive all monies, funds, and payments arising from the
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`Plaintiffs’ Collateral.
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`7.
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`To take possession ofall Plaintiffs’ accounts of Defendantandchattel paper as they
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`&Wwhw
`Ooco~TBAWw
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`pertain to the inventory of Defendant, wherever located, and to receive possession of any money
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`(323)852-1000
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`on deposit in said Plaintiffs' accounts. The receipt by the Receiver for said funds shall discharge
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`said Plaintiffs from further responsibility for accounting to said accountholder for funds for which
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`the Receiver shall giveits receipt.
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`8.
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`To establish Plaintiffs' accounts at any financial institution the Receiver deems
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`appropriate for the deposit of monies and funds collected and received in connection with its
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`administration of the Receivership estate, providedthatall funds on deposit are insured by an
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`agency of the United States Government,
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`9.
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`To use the taxpayer account number of Defendant in connection with the
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`receivership estate, as necessary to perform and/or carry out the Receiver’s duties.
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`10.
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`To execute and prepare all documents and to perform all acts, either in the name of
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`Defendant, as it is applicable, or in the Receiver’s own name, which are necessary or incidental to
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`preserving, protecting, managing, controlling, and/or liquidating the Collateral.
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`11.
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`To contact each of the accounts receivable debtors of Defendant (“Accounts
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`Receivable Debtors”) in order to advise them not to send further accounts receivable payments to
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`Defendant and to instruct the Accounts Receivable Debtors to send any andall payments directly
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`12.
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`To compromise debts of Defendant andto doall things andto incur the risks and
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`obligations of similar businesses and enterprises. Norisk or obligation incurred by the Receiver
`422241 5vl| 101334-0002
`4
`EX PARTE ORDER FOR APPOINTMENTOF A RECEIVER
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`FRANDZELROBINSBLOOM&CsaTo,L.C.
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`L000WILSHIREBOULEVARD,19THFLOOR
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 10 of 29
`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 10 of 29
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`OooF~)WBABRWwLO
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`shall be at the personal risk or obligation of the Receiver, but shall be the risk or obligation ofthe
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`Receivership estate,
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`13.
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`To turn overto Plaintiffs for the payment of Defendant’s obligations to Plaintiffs
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`sued uponin the Complaint the monies coming into possession of the Receiver and not expended
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`for any of the purposes herein authorized, subject to orders as this Court may hereinafter issue as
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`to its disposition,
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`14.
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`To employservants, agents, employees, appraisers, guards, clerks, accountants,
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`liquidators, auctioneers, attorneys, and managementconsultants to administer the Receivership
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`estate and to protect the Collateral as it shall deem it necessary, including withoutlimitation to
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`continue the pre-receivership employmentof attorneys for Defendant PW asto legal actions
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`pendingat the time of the receivership, on condition that appropriate and reasonable terms,
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`covenants, and conditions exist concerning, including as to payment arrangementsto, such
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`attorneys to the satisfaction of the Receiverin its sole discretion; to purchase materials, supplies,
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`and services and to pay therefore at the usual rate and prices out of funds that shall comeinto its
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`possession; to pay the reasonable value of said services out of the proceeds of the estate. No risk
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`or obligation incurred by the Receiver shall be at the personalrisk or obligation of the Receiver,
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`but shail be the risk or obligation of the Receivership estate. Receiver shall file an application
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`with the Court to seek Court approval to hire any attorney(s).
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`15.
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`To procure insurance on the Collateral if there is insufficient insurance coverage
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`thereon within thirty (30) days, provided the Receiver has funds available to do so. During said
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`30-day period, the Receivershall not be personally responsible for claims arising or for the
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`procurement of insurance.
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`16.
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`To institute ancillary proceedings in this state or other states as is necessary to
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`obtain possession and control of the Collateral for the administration and management thereof, and
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`to participate in any court proceedings involving Defendant PW,including, but not limitedto,
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`participation in depositions,trials, appeals, and other related proceedings. Plaintiffs may,in their
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`discretion, also participate in said court proceedings andrelated proceedings. The Receiver may
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`engage the services of counsel on behalf of Defendant PW if reasonably necessary in the
`422241 $vl | 101334-0002
`5
`EX PARTE ORDER FOR APPOINTMENTOF A RECEIVER
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`LOSANGELES,CALIFORNIA90019-2427
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 11 of 29
`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 11 of 29
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`Receiver's sole discretion. The Receiver may pay for such services from the funds ofthe
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`Receivership estate. Receivershall file an application with the Court to seek Court approval to
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`hire any attorney(s).
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`17.
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`To the extent feasible, the Receivershall, within thirty (30) days ofits qualification
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`file in this action an inventory ofall property of whichit shall have taken possession pursuant to
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`this Order and shall file periodic accountings thereafter.
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`18.
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`To prepare periodic interim statements reflecting the Receiver’s fees and
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`administrative costs and expenses incurred for said period in the operation and administration of
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`the Receivership estate. Upon completion of an interim statement, and the mailing of said
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`statementto the parties’ respective attorneys of record or any other designated personal agent, the
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`Receiver shall pay from the estate funds, if any, the amountof said statement. Despite the
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`periodic statement of Receiver’s fees and administrative expenses, such fees and expenses shall be
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`submitted to the Court for its approval and confirmation,in the form ofeither a noticed interim
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`requestfor fees, a stipulation amongtheparties, or the Receiver’s final account andreport.
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`19.
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`To forgothe filing of any federal or state incometax returns, schedules, or other
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`forms, which continueto be the sole obligations of Defendant PW.
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`20.
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`To make application to this Court for further orders instructing the Receiver from
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`time to time, and on duenotice.
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`IT IS FURTHER ORDEREDthat nothing in this Order concerning the subject matter of
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`the Application or the appointment of a Receiver waives, or shall be construed to waive, any
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`applicable evidentiary privilege concerning communications or documents, including without
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`limitation the attorney client privilege, the attorney work product doctrine, and the common
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`interest privilege, all of which shall be reserved and preserved.
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`&Ww
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`(323)852-1000
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`FRANDZELROBINSBLOOM&CSATo,L.C.
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`3000WILSHIREBOULEVARD,19THFLOORLos
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`ANGELES,CALIFORNIA90017-2427
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`DATED"Way262+
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`OB 10y2021
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`4222415v1 | 101334-0002
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`6
`EX PARTE ORDER FOR APPOINTMENTOF A RECEIVER
`
`Bernie C, LaForteza / Judge
`
`
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 12 of 29
`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 12 of 29
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`EXHIBIT 1
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`
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`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 13 of 29
`Case 5:18-md-02834-BLF Document 742-5 Filed 04/22/22 Page 13 of 29
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`Exhibit 1
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`“Collateral”shall mean all right, title, and interest of the Debtor in and to all of the
`following property of the Debtor, whether now ownedorhereafter acquired and whether now
`existing or hereafter coming into existence:
`(1) Accounts;
`(it) Chattel Paper and rights to receive monies included thereby;
`(111) Commercial Tort Claims;
`(iv) Deposit Accounts;
`(v) Documents;
`(vi) Equity Collateral;
`(vii) General Intangibles;
`(vill) 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;
`(xil) 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 describedin 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 ofany 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 andrestated from timeto 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 ownedor hereafter acquired by the
`Debtor.
`“Copyrights” shall mean all copyrights, copyright registrations, and applications for copyright
`registrations, including, withoutlimitation,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 thereunderor 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.
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`“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 useror other agreements granted to the
`Debtorwith respect to any ofthe foregoing, in each case whether now orhereafter owned or used;(c)
`all information, customerlists, 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 ofproducts now or hereafter manufactured; (e)
`all accounting information and all media in which or on which any information or knowledgeordata
`or records may berecordedor stored and all computer programsused 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 nowor 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 meana pledge, assignment, lien, charge, mortgage, encumbrance, or other security
`interest obtained under this Agreementor under any other agreementor instrument with respect to
`any present or future assets, property, contract rights, or revenues in order to secure the paymentof
`indebtedness of the party referred to in the context in which the term is used.
`“Motor Vehicles” shall mean motorvehicles, tractors, trailers, and other like property, whether or
`notthetitle thereto is governed bya certificate oftitle 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 hereafterincurred, under, arising out of, or in connection with, the
`Secured Note or otherwise and the due performance and compliance by the Debtor with all ofthe
`terms, conditions, and agreements contained in the Secured Note;(ii) any and all sums advanced by
`the Secured Party in orderto preserve the Collateral or preserve its Lien and security interest in the
`Collateral; (iii) in the event of any proceeding for the collection or enforcementof any indebtedness,
`obligations, orliabilities referred to in clauses (i) and(ii) above, the reasonable expenses of any
`exercise by the Secured Party ofits 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 ownedor hereafter acquired by the Debtor.
`“Patents”shall meanall 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,
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`damages and payments for past or future infringements thereof, the right to sue for past, present, and
`future infringements thereof, andall 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 issueris 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 meanall shares, securities, moneys, or property representing a
`dividendon anyofthe Pledged Equity, or representing a distribution or return of capital uponor in
`respectof the Pledged Equity, or resulting from a split-up,revision, reclassification, or otherlike
`change of the Pledged Equity or otherwise received in exchangetherefor, 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 reasonofits
`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 throughoutthe world, the right to recoverforall past, present, and
`future infringements thereof, all other rights of any kind whatsoever accruing thereunderor
`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.
`
`Commercial Tort Claims
`
`To the extent that such actions, litigation, proceedings and claims are Commercial Tort Claims,
`all tort claims where the indicated defendants, and each of them, amongotherthings, are alleged
`to have misused, misappropriated and infringed the Intellectual Property rights of the Debtor
`(including any patents and patentrights) including, without limitation, the following:
`
`PersonalWeb Technologies, LLC, Petitioner, v. Patreon, et al., US Supreme Court, Case
`No. 20-1394 - Patents US6928442, US7802310, US8099420, filed April 6, 2021
`Adverse parties, underlying cases at issue (and the patents at issue therein), in this Writ of
`Certiorari:
`
`In re: PersonalWeb Technologies, LLC, 5:18-md-02834 PersonalWeb Technologies, LLC and
`Level 3 Communications, LLC v Buzzfeed, Inc., 5:18-cv-06046 - Patents US6928442,
`US78023 10, US8099420
`
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`PersonalWeb Technologies, LLC and Level 3 Communications, LLC v Dictionary.com, LLC,
`5:18-cv-05606 - Patents US6928442, US7802310, US8099420
`
`PersonalWeb Technologies, LLC and Level 3 Communications, LLC v Oath, Inc., 5:18~cv-
`06044 - Patents US6928442, US7802310, US8099420
`
`PersonalWeb Technologies, LLC and Level 3 Communications, LLC v Patreon, Inc., 5:18-cv-
`005599 - Patents US6928442, US7802310, US8099420
`
`PersonalWeb Technologies, LLC and Level 3 Communications, LLC v Popsugar, Inc., 5:18-cv-
`06612 - Patents US6928442, US7802310, US8099420
`
`PersonalWeb Technologies, LLC and Level 3 Communic