Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 1 of 9
`
`
`
`
`
`
`
` Exhibit 2
`
`
`
`

`

`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 2 of 9
`2 of 9
`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page
`
`
`
`
`EXHIBIT A
`EXHIBIT A
`
`
`
`
`
`

`

`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 3 of 9
`
`
`AGIS SOFTWARE DEVELOPMENT LLC,
`
`
`Plaintiff,
`
`
`
`v.
`
`
`T-MOBILE USA, INC. and T-MOBILE US,
`INC.,
`
`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF TEXAS
`MARSHALL DIVISION
`§
`
`§
`Case No. 2:21-cv-00072-JRG
`§
`(LEAD CASE)
`§
`
`JURY TRIAL DEMANDED
`§
`§
`
`§
`
`§
`§
`§
`§
`§
`§
`§
`§
`§
`§
`§
`§
`§
`
`DECLARATION OF MALCOLM K. BEYER, JR.
`IN OPPOSITION TO DEFENDANT LYFT, INC’S MOTION TO
`DISMISS FOR IMPROPER VENUE
`
`I, Malcolm K. Beyer, Jr., hereby declare as follows:
`
`Defendants.
`
`
`AGIS SOFTWARE DEVELOPMENT LLC,
`
`
`
`
`
`LYFT, INC.,
`
`Plaintiff,
`
`v.
`
`Defendant.
`
`
`
`
`Case No. 2:21-cv-00024-JRG
`(CONSOLIDATED CASE)
`
`JURY TRIAL DEMANDED
`
`
`1.
`
`I am the Chief Executive Officer (“CEO”) of Plaintiff AGIS Software
`
`Development LLC (“AGIS”). I am also the first-named inventor on U.S. Patent Nos. 7,031,728;
`
`7,630,724; 8,213,970; 10,299,100; and 10,341,838 (the “Patents-in-Suit”). I submit this
`
`declaration based on my personal knowledge and in support of AGIS’s Opposition to Defendant
`
`Lyft, Inc.’s (“Lyft”) Motion to Dismiss for Improper Venue.
`
`Background
`I graduated from the U.S. Naval Academy in 1962 and was commissioned as a
`
`2.
`
`Second Lieutenant in the U.S. Marine Corps. I later attended the U.S. Navy’s programming
`
`
`
`

`

`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 4 of 9
`
`school and was the lead programmer for the first automated Marine Corps Tactical Operations
`
`Center Link-11 Navy Interface. After leaving active service, I worked at a number of well-
`
`known technology companies, including System Development Corporation (considered the
`
`world’s first computer software company) and Litton Industries. I then started several businesses
`
`which provided technology and engineering solutions supporting defense and military customers.
`
`3.
`
`In 1987, I co-founded Advanced Programming Concepts, Inc. (“APC”), a Texas
`
`corporation based in Austin, Texas. APC operated primarily out of its main business location in
`
`Austin, Texas. APC specialized in designing, building, and supporting systems for enabling
`
`integration and sharing time-critical information across dissimilar military and defense
`
`applications. At APC, I was the majority shareholder and Chairman until we sold the business to
`
`Ultra Electronics in July 1999.
`
`4.
`
`On June 30, 2004, I founded Advanced Ground Information Systems, Inc.
`
`(“AGIS Inc.”), a Florida corporation. AGIS Inc.’s main business location is located at 92
`
`Lighthouse Drive, Jupiter, Florida. AGIS Inc. also maintains business locations in Austin, TX
`
`and Kansas City, KS. AGIS Inc. employs approximately 15 people.
`
`5.
`
`As the CEO of AGIS and AGIS Inc. and first-named inventor of the Patents-in-
`
`Suit, I will be one of AGIS’s primary witnesses because I have knowledge of the businesses and
`
`the conception and reduction to practice of the Patents-in-Suit. I live and work in Jupiter, Florida.
`
`6.
`
`In 2013, AGIS Inc. began a corporate restructuring plan for business growth
`
`purposes. By 2017, AGIS Inc.’s board of directors approved the restructuring plan which
`
`resulted in the formation of a parent corporation, AGIS Holdings, Inc. (“AGIS Holdings”), a
`
`Florida corporation. AGIS Holdings consists of two subsidiaries, AGIS Inc. and AGIS, a limited
`
`liability company organized under Texas law. Each is a separate corporate entity. AGIS was
`
`2
`
`

`

`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 5 of 9
`
`established in Texas because of my previous successful business operations in Texas and
`
`because of my longstanding personal connections to Texas, which I describe in more detail
`
`below. AGIS has an office and a data center in Marshall, Texas.
`
`7.
`
`AGIS holds assignment to each of the Patents-in-Suit and licenses its patent
`
`portfolio, including the Patents-in-Suit to AGIS Inc. The two entities, AGIS and AGIS Inc.
`
`maintain separate corporate formalities.
`
`AGIS’s Witnesses and Other Sources of Proof are in or Closer
`to This District Than to the Northern District of California
`
`8.
`
`AGIS is a limited liability company organized and existing under the laws of the
`
`State of Texas. AGIS maintains an office and its principal place of business at 100 W. Houston
`
`Street, Marshall, Texas 75670. The lease on AGIS’s Marshall office has run from June 1, 2017
`
`and continues to present. AGIS’s documents are maintained at this location, including patents,
`
`files histories, assignment records, prosecution records, formation documents, licenses,
`
`agreements, and corporate records. AGIS Inc. also conducts business and maintains documents
`
`and records at AGIS’s Marshall office.
`
`9.
`
`AGIS has a data center located at 1005 Stuart Lane, Marshall, Texas 75672. The
`
`Marshall data center hosts servers, code, applications, and services necessary to run operations
`
`for AGIS Inc.’s LifeRing and ASSIST products and solutions. The Marshall data center is used
`
`to store code, documents, and other data related to AGIS Inc.’s LifeRing and ASSIST products
`
`and solutions. The Marshall data center is used for research and development projects. AGIS Inc.
`
`invoices AGIS on a regularly basis for AGIS Inc.’s provision of personnel and services related to
`
`the use, maintenance, and operation of the Marshall data center and for labor, travel expenses,
`
`and other expenses related to work performed at the Marshall data center.
`
`3
`
`

`

`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 6 of 9
`
`10.
`
`AGIS Inc. also maintains a business location in Jupiter, Florida, at which it
`
`employs several software developers. Documents relevant to this action are located at AGIS’s
`
`Marshall office, AGIS’s Marshall data center, and AGIS Inc.’s Jupiter office.
`
`11.
`
`For over 15 years, AGIS Inc.’s primary business has revolved around offering the
`
`“LifeRing” products and solutions which include client-based applications and a server-based
`
`solutions for, generally, enabling smartphone, tablet, and PC users to easily and rapidly establish
`
`secure ad hoc digital networks. LifeRing 5.0 and its predecessor versions have been offered and
`
`sold to military, defense, and first-responder customers, as well as private industry customers. In
`
`addition to LifeRing, AGIS Inc. offers the “ASSIST” solution which is an emergency broadcast
`
`and response system connecting employees to a company command center and a network of
`
`responders through personal smartphones. Technical documents and code relevant to LifeRing
`
`and ASSIST products and solutions are located in or accessible from Marshall, Texas.
`
`12.
`
`The research, development, design, testing, manufacture, marketing, contract
`
`procurement, and sales activities for the LifeRing and ASSIST solutions have occurred in
`
`Florida, Kansas, and Texas. Thus, AGIS and AGIS Inc.’s documents relevant to this action and
`
`such activities are located at these locations.
`
`13.
`
`For example, since 2010, Eric Armstrong has worked as a programmer and
`
`software developer for AGIS Inc. Since 2017, Mr. Armstrong has lived and worked in Allen,
`
`Texas, a city within Collin County and within the Eastern District of Texas. Prior to moving to
`
`Allen, Mr. Armstrong worked from AGIS Inc. business locations in Kansas and Missouri. Until
`
`approximately 2014, Mr. Armstrong was an employee of AGIS Inc. at which point he chose to
`
`convert his working relationship to that of consultant to AGIS Inc.
`
`4
`
`

`

`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 7 of 9
`
`14. Mr. Armstrong has played, and continues to play, a crucial role in developing
`
`software for AGIS Inc. Mr. Armstrong is intimately involved in AGIS Inc.’s marketing and sales
`
`efforts for the LifeRing and ASSIST products and solutions. Mr. Armstrong possesses
`
`knowledge about the inventions covered by the Patents-in-Suit that will be relevant to this action.
`
`Mr. Armstrong is responsible for developing a substantial portion of the software included in the
`
`LifeRing and ASSIST solutions. Mr. Armstrong is also responsible for designing and developing
`
`client-side and server-side software for the LifeRing and ASSIST solutions. Mr. Armstrong
`
`works under the direct control and supervision of AGIS Inc. employee Sandel Blackwell and
`
`works with other AGIS Inc. employees such as Rebecca Clark on software development and
`
`quality assurance. Mr. Armstrong is expected to have documents and e-mails relevant to this
`
`action in his office in this District including technical, marketing, and sales documents for the
`
`LifeRing and ASSIST products and solutions, including documents relevant to the development,
`
`testing, maintenance, operating, servicing, and upgrading of the LifeRing and ASSIST products
`
`and solutions which are stored on his computer in Allen, Texas.
`
`15.
`
`David Sietsema has been employed by AGIS Inc. since October 2005. He works
`
`at AGIS Inc.’s Austin, Texas business location. Mr. Sietsema’s responsibilities include ensuring
`
`compliance with policies and procedures related to government contracts, as well as monitoring
`
`and overseeing licensing activities including those of AGIS Inc. and its related entities including
`
`AGIS. Mr. Sietsema is also responsible for ensuring compliance with special rules and
`
`contractual clauses with respect to intellectual property and patent rights, ensuring maintenance
`
`of intellectual property and patent rights, e.g., during the federal procurement process, and
`
`evaluating any potential licensing issues such as government use rights or march-in rights.
`
`5
`
`

`

`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 8 of 9
`
`16.
`
`Sandel Blackwell is the President and a Director at AGIS Inc. and the President of
`
`AGIS. Mr. Blackwell is responsible for managing the development of the software included in
`
`the LifeRing and ASSIST solutions. Mr. Blackwell maintains regular communication with AGIS
`
`Inc.’s programmers and software developers in Florida, Kansas, and Texas. Mr. Blackwell
`
`manages Mr. Armstrong and regularly communicates with Mr. Armstrong in this District. Mr.
`
`Blackwell has strong personal ties to Texas and routinely travels to Texas. Mr. Blackwell travels
`
`to the Eastern District of Texas to perform work in the Marshall data center.
`
`17.
`
`The Eastern District of Texas is a more convenient forum than the Northern
`
`District of California for other third-party AGIS Inc. employees and consultants who possess
`
`knowledge relevant to this action. Rebecca Clark has been employed by AGIS Inc. since 2012,
`
`and she currently works in Kansas City, Kansas. Ms. Clark is a graduate of Texas A&M
`
`University at College Station, Texas. Ms. Clark reports directly to Mr. Blackwell and
`
`communicates on a regular basis with Mr. Armstrong in this District. Ms. Clark travels on a
`
`regular basis to this District to perform work in the Marshall data center.
`
`18.
`
`Christopher Rice is a named inventor on a number of AGIS patents and a
`
`consultant of AGIS Inc. and works from Superior, CO. Mr. Rice is a software developer and
`
`programmer who works on the LifeRing solution and has agreed to travel to the Eastern District
`
`of Texas if called on to testify.
`
`19. Margaret Beyer is the Corporate Secretary of AGIS Inc. and AGIS. Mrs. Beyer
`
`works from AGIS Inc.’s Jupiter, Florida office. Malcolm K. Beyer, III is a programmer and
`
`system administrator for AGIS Inc. and works from AGIS Inc.’s Jupiter, Florida office and Boca
`
`Raton, Florida. Ronald Wisneski is the Chief Financial Officer and Treasurer of AGIS Inc. and
`
`AGIS and works in Jupiter, Florida. George Barros is AGIS Inc.’s Director of Business
`
`6
`
`

`

`Case 5:21-cv-03677-BLF Document 34-3 Filed 09/20/21 Page 9 of 9
`
`Development. Mr. Barros lives and works from Vienna, Virginia and keeps documents and
`
`materials relevant to AGIS Inc.’s ongoing sales and marketing efforts and contract procurement
`
`for AGIS Inc.’s LifeRing products and solutions in Vienna, Virginia.
`
`20.
`
`I have confirmed with each of the out-of-state employees and consultants,
`
`including such individuals named above, that they are willing and able to travel to Marshall,
`
`Texas if called on to testify.
`
`21.
`
`Over the course of my career I have actively engaged in business in and around
`
`this District and in the State of Texas and have longstanding personal and family business
`
`connections to this District. My family has owned over 2500 acres of land in Bowie County,
`
`Texas since 1867. I have owned parcels of land in Bowie County since 1962. I own a total of 412
`
`acres situated approximately 6 miles south of the town of Boston, i.e., “Old Boston,” on Texas
`
`Highway 8. My property in Bowie County is currently leased to International Paper through June
`
`30, 2051. As described above, I founded and worked for APC in Texas from 1987 through 1999.
`
`These longstanding business and personal connections to the Eastern District of Texas were
`
`some of the reasons I decided to form AGIS in Texas, establish its office in Marshall, and
`
`expand the business to include the Marshall data center.
`
`I declare under penalty of perjury that the foregoing is true and correct to the best of my
`
`knowledge.
`
`Executed on May 22, 2021 in Jupiter, FL.
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
` Malcolm K. Beyer, Jr.
`
`
`
`
`
`
`
`
`
`
`
`7
`
`