FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO.

651538/2018
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021

Exhibit H
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 1

Page 1
1 CONFIDENTIAL

2 GUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
3 x
ANCO ENTERPRiSES, LLC, WANTICKETS RDM, LLC,
4 NTMCS HOLDINGS, LLC, and JOSEPH SCHNAIER,

5 Plaintiffs, :

6 - against -

7 I.IVEXLIVE MEDIA, INC., f/k/a LOTON CORP.,

LIVEXLIVE TICKETS, INC., ROBERT S. ELLIN,
8 ALEX ELLIN, BLAKE INDUSTRY, and
COMPUTERSHARE TRUST COMPANY, N.A.,
9
Defendants. :
10 x

11
September 24, 2020
12 9:35 a.m.

13

14

15 EXAMINATION BEFORE TRIAL of JOSEPH

16 SCHNAIER, one of the Plaintiffs herein, taken

17 by the Defendants, pursuant to Court Order,

18 held via videoconference by all parties,

19 before Michelle Lemberger, a Notary Public of

20 the State of New York.

21

22

23

24

25

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 2 to 5

Page 2 Page 4
-1 -1
-2- -AP P EA RA N C E S: -2- -statements
or commentsthatinterferewiththe
-3 -3. -questioning.
-4- -SCHLAMSTONE& DOLAN,LLP
-4-- - THATa deponentshallanswerallquestions
- - -Atlomeysfor Plaintills
-5. - - - 26 Broadway -5- -ata deposition,except(i) to preservea
- - - - - NewYork,NewYork10004 -6- -privilegeor rightof confidentiality,
(ii) to
-6--BY:-JOSHUAWURTZEL,ESQ- -7- -enforcea limitationsetforthin anorderof
-7-- - - JESSICAR. CATERINA,ESQ.
-8. -a court,or (iii)whenthequestionis plainly
-8
-9- -LAWOFFICESOFSTEVEND. ISSER,ESQ.
- - -Attomeysfor Defendants 10--significantprejudiceto any person.-An
10. - - - 1359Broadway,Suite2001 11--attomeyshallnotdirecta deponentnotto
- - - - - NewYork,NewYork10018 12. -answerexceptas providedin CPLRRule3115or
11--BY:-STEVEND. ISSER,ESQ.
13--thissubdivision.-
Any refusalto answeror
12
14--directionnotto answershallbeaccompanied
15--bya succinctandclearslatementonthebasis
14
15 16--therefore.-Ifthedeponentdoesnotanswera
16 17--question,the examiningpartyshallhavethe
18--rightto completetheremainderof the
17
19. -deposition.
20-- - THATan atlomeyshallnotintenuptthe
19
20 21- -deposition
forthepurposeof communicating
21 22- -withthedeponentunlessall partiesconsent
22 23- -orthecommunication
is madefor thepurpose
23
24- -ofdetermining
whetherthequestionshouldnot
25- -beansweredonthegroundssetforthin
25

Page3 Page 5
-1 -1
-2-- - - - - - -ST I P U L A T I O N S -2- -Section221.2oftheserules,and,in such
-3-- - IT ISSTIPULATED ANDAGREEDby andbetween -3- -event,thereasonforthe mmmimientianshall
-4- -theatIomeysfor therespectiveparties -4- -beslatedfortherecordsuccinctlyand
-5- -herein,andin compliancewithRule221ofthe -5. -clearly.
-6- -UniformRulesfortheTrialCourls: -6-- - THATthefailureto objectto anyquestion
-7-- - THATthepartiesrecognizetheof Rule3115 -7. -orto moveto strikeanytestimonyatthis
-8- -subdivisions
(b),(c) and/or(d).-AII -8- -examination
shallnotbea baror waiverto
-9- -objectionsmadeata depositionshallbenoted -9. -makesuchobjectionor motionatthetimeof
10- -bytheofficerbeforewhomthedepositionis 10--thetrialof thisaction,andis hereby
11- -taken,andtheanswershallbegivenandthe 11--reserved;and
12- -deposition
shallproceedsubjectto the 12-- - THATthisexamination
maybesignedand
13- -objections
andto therightof a personto 13--swomto by thewitnessexaminedhereinbefore
14. -applyfor appropriatereliefpursuantto 14--anyNotaryPublic,butthefailureto do soor
15- -Article31of the CPLR; 15--toretumtheoriginaloftheexamination
to
16-- - THATeveryobjectionraisedduringa 16--theattomeyonwhosebehalftheexamination
17- -deposition
shallbestatedsuccinctlyand 17--istaken,shallnotbedeemeda waiverofthe
18- -framedsoas notto suggestananswerto the 18--rightsprovidedby Rules3116and3117of the
19. -deponentand,at thara=act af the 19. -CPLR,andshallbecontrolledthereby;and
20- -questioning
atlomey,shallincludea clear 20-- - THATthecertificationandfilingofthe
21. .etatamant
anto anydefectinformor other 21- -originalofthisexamination
arehereby
22- -basisof erroror irregularity.-
Exceptto the 22- -waived;and
23- -extentpermittedby CPLRRule3115or by this 23-- - THATthe questioningattomeyshallprovide
24- -rule,duringthecourseoftheexamination 24- -counselforthewitnessexaminedhereinwitha
25- -personsin attendanceshallnotmake 25- -copyof thisexamination
at nocharge.

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 6 to 9

Page 6 Page 8
1 1 Joseph Schnaier
-2-- - - - - - -THEREPORTER--
Theatlomeys c2 et1he tiller So the ,
-3. - - - -participating
inthisdeposition 3 the transcript, and the exhbils are
-4-- - - -acknowledge
thatI amnot physically c4 deemed .
-5. - - - -presentin thedepositionroomand
5 B(AMINATION BY
-6-- - - -thatI willbe reportingthis
c6 MR ISSER
-7-- - - -deposition
remotely.-Theyfurther
cy oc Q c Good moming, Mr. Schnaier -
-8-- - - -acknowledge
that,in lieuof anoath WURTEL:°
cMR Steve, we're
-9-- - - -administered
in person,I will °9 Ong b Cross designale as well for
10-- - - -administer
theoathremotely. 10 the moment subject to a further
11. - - - -pursuantto ExecutiveOrderNumber
11 eView of the transcript during which
12-- - - -202.7issuedby GovemorCuomoon
12 we might agree lo dedesignale
13-- - - -March19,2020.-Thepartiesand
13 portions of L
14-- - - -theircounselconsenttothe
cMR ISSER° So it is mutually
15-- - - -arrangement
andwaiveanyobjections 15 agreed that the deposition, the
16-- - - -tothismannerof reporting.
exhbils, and the transcript are
17-- - - - - - -Pleaseindicateyouragreement
17 cOnlidential, both parties reserving
18-- - - -bystatingyournameandyour
their rights 10dedesignate portions.
19. - - - -agreement
ontherecord. cMR WURTEL:° Correct.
20- - - - - - - -MR.ISSER:-StephenIsser,
20 MR ISSER° Absent any
21. - - - -agree-
21 dedesignation, it will be treated as
22- - - - - - - -MR.WURTZEL:-
JoshuaWurtzel COnlidential.
23- - - - -fromSchlamStone& Dolanforthe
23 B(AMINATION BY
24- - - - -plaintiff,includingthe witness,and
24 MR ISSER
25- - - - -weagreeaswell-
25 O As I started saying, Mr. Schnaier,

Page 7 Page 9
1 1 Joseph Schnaier
2 THE REPORTER° Will the witness 2 good moming.° My name is Steven Isser, I
3 kindly present a govemment-issued 3 represent1he rinferriards in this case,
4 identification by holding it uplo 4 LiveXLiveTK:kels, Inc., LiveXLive Media,
5 the camera for verification. 5 Inc. and Rob Ellin.
6 (Witness complies.) 6 As the court reporter said, although
7 THE REPORTER° Please state 7 this is being - this deposition is beng
8 your name for the record. 8 mrviir*ri by Zoom we're going 101reat it as
9 THE WITNESS:° Joseph Schnaier. 9 a New York deposition in all respecIs as is
10 THE REPORTER° What is your 10 agreed by counsel and yourself off the
11 current address? 11 record?

12 THE WITNESS:° 2170 Holland Way, 12 Before we start, Ijust wantio give
13 Menick, New York 11566. 13 you, for lack da betler word, ground rules
14 J O S E P H° °S C H N A I E R, having been 14 for the deposition.
15 frst duly sworn before a Nolary 15 Frst,1ry and give verbal answers
16 Public dthe Stated New York 16 10 my questions. The court reporter will be
17 was examined and lestified as 17 typing down the enswdinns and the answers and
18 follows: 18 she cannot type down nods or a shake of the
19 MR ISSER° Before we begin, I 19 heade So try and rarnamber to give verbal
20 just wantio state on the record that 20 answers. In addition, please try 10let me
21 rinfarwinrdn are designating this 21 linish my question before you startio
22 deposition, the transcipt, and the 22 answer.
23 exhibits as confidential pursuant lo 23 It's human nature when you
24 the mnfrinrdialilv order or 24 undersland the question 10begin 10 answer,
25 protective order in this case, I 25 but agan, the court reporter can't type us

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 10 to 13

Page 10 Page 12
1 Joseph Schnaier 1 Joseph Schnaier
2 both talking at the same lime so just1ry lo 2 A To go work at a brokerage firm.
3 let me linish my question before you give 3 Q And what brokerage lirm was that?
4 your answer. 4 A I believe it was Sterling Fosler.
5 If you dont understand a question, 5 Q And what did you do for Sterling -
6 just please ask me 10rephrase it or let me 6 what year was this?
7 knowe I will try10 make the question 7 A I dont remember exactly.
8 underniandahIn And finaHy if you need a 8 Q Wei, if you graduated high school
9 break, this isnt a marnthnn. just ask for a 9 b '93, did you go straight10 colege out of
10 breake We wil reasonably accommodale 10 high school?
11 breaks, but if I have a question pending, I 11 A Yes.
12 may request you answer the question before we 12 O And about three years of colege?
13 have a break, but otherwise let us know if 13 A Roughly, apprrwimatelv
14 you need a break. 14 Q So, approximately 1996 would this
15 How old are you, Mr. Schnaier'? 15 be?
16 A 45. 16 A Possible.
17 Q And when were you bom? 17 Q WI righte And what was your
18 A July 17, 1975. 18 position at Sterling Foster'?
19 Q And where were you born? 19 A I was there training.
20 A Brooklyn, New York. 20 a Trainhg for whal?
21 Q And where were you raised? 21 A To be a broker.
22 A Brooklyn, New York. 22 O And did you become a broker'?
23 Q And what is the highest level of 23 A Yes.
24 education you received? 24 O WI righte When did you become a
25 A Three years of uni'versity, college. 25 broker'?

Page 11 Page 13
1 Joseph Schnaier 1 Joseph Schnaier
2 Q Did you get a degree? 2 A I dont remember the exact dale.
3 A I didnt linishe I didnt fininh. 3 Q Were you still at Sterling Foster
4 I had one semester let, I think. 4 when you became a broker?
5 Q Where did you go lo high school? 5 A I believe I got Acensed whle I was
6 A Sephardic High School. 6 there Yes, it was part of the trabing
7 Q In Brooklyn? 7 program.
8 A Yes. 8 Q When did you become licensed as a
9 Q And when did you graduale? 9 broker'?
10 A I dont remember the exact year. I 10 A I dont recaHthe exact date.
11 think it was 93. 11 a WI righte WeH, how long were you
12 Q And where did you attend college? 12 at Stering Foster?
13 A I did a year b Israelc It was a 13 A I dont remembere Maybe a year or
14 program lo get college credils and then I 14 two Two years.
15 went lo Brooklyn College. 15 Q How long was the trainhg program?
16 Q At the time you stopped going, did 16 A I beHeve it was a year.
17 you have a major'? 17 Q WI righte And what did you do as a
18 A Business management, I believe. 18 broker for Sterling Foster'?
19 Q And I take it you did not receive a 19 A Notino muche Ijust got through
20 degree? 20 the training programe I got Heensed, and I
21 A Corrects I didntiinish. 21 dont beHeve I was there much longer aller
22 Q And why did you not thish coHege? 22 that.
23 A I had a good opportunity 10go lo 23 a WeH, could you describe what a
24 work and I took L 24 broker is for the record?° What kind of
25 Q What was that opportunity? 25 broker you were and what you did as a broker'?

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 14 to 17

Page 14 Page 16
1 Joseph Schnaier 1 Joseph Schnaier
2 MR WURTZEL:° Objedian 10 2 their slock?
3 form. 3 A I mean, specilically, I dont know,
4 A We would be - we were trained 10 4 but its possible I did.
5 manage money for dienls. 5 Q So was it your job as a broker lo
6 Q. What does that mean?° How did you 6 manage dients investmenls?° You said -
7 manage their money? 7 withdrawn.
8 MR WURTZEL:° Objedian 10 8 As a broker managhg dients
9 form. 9 MvestmenIs, would you recommend cerlain
10 A We =manded and did some research 10 Mvestmenls inlo publically-traded companies
11 on ceriah companies to invest in. 11 by these dienis?
12 Q. And what kind of research would you 12 MR WURTZEL:° Objedion to
13 do? 13 form.
14 A I dont recall.° This was years ago. 14 A Ik not very dear on that question.
15 Q. Well, would you read their 15 Q AII right.° How long were you a
16 ananilian and exchange flings? 16 broker for?
17 A Possibly. 17 A Years.
18 Q. Did you? 18 O More than len years?
19 A I dont - 19 A Probably.
20 Q. As part of your duties as a broker 20 a More than 20 years?
21 at Sterling Fosler did you review exchange 21 A. No.
22 filings by companies you were considering 22 a AII right.° And in the - more than
23 recommending your dienls invest in? 23 15 years?
24 A Possible. 24 A Ik not sure.° I dnnimmember the
25 Q. You dont remember if you did? 25 exact dale that we stopped.

Page 15 Page 17
1 Joseph Schnaier 1 Joseph Schnaier
2 A Not specilically. 2 Q Well, h the at leastian years
3 Q. Do you know what a anarilian and 3 you've been a broker, you aded as a broker,
4 exchange filing is?° Do you know what I mean 4 did you ever review lilings made by companies
5 by that term? 5 with the Securities and Exchange Comminninn
6 A Yes. 6 b order io evaluate whether it would be a
7 Q. And are you aware of whether 7 good investment for you or your dienls?
8 publically-trading companies have an 8 MR WURTZEL:° Objection 10
9 obligation 10file certain Mformation with 9 form.
10 the Securities and Exchange Cnmminninn? 10 a You can answer.
11 A Yes. 11 A Its possible I did.° I dont know
12 MR WURTZEL:° Hold on, 12 if I used that as a measure10 invest in
13 objedion.° Calls for the witness io 13 companies.
14 provide a legal condusion about SEC 14 Q So you dont - you dnnt haue a
15 regulations. 15 specific recollection of ever having reviewed
16 MR ISSER·° Josh, you could 16 securily and exchange filings b orderio
17 just say calls for a legal 17 recommend -
18 condusion.° As you admnnish 18 A Ik sure I have.° Ik sure I have.
oilen,
19 if I want a speaking nhierfinn, fll 19 a So then the answer is yes, you have
20 ask for it ° And I dont know that 20 reviewed securily and exchange filhgs made
21 thats a legal condusion. 21 by companies lo evaluale whether it would be
22 Q. So as a broker, have you ever read 22 a stock you'd =mand 10your dient or
23 ilings made by companies with the Securily 23 Mvest in yourself?
24 and Exchange Commission b order io determine 24 MR WURTZEL:° Objedion to
25 whether you would =mand someone purchase 25 form.

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 18 to 21

Page 18 Page 20
1 Joseph Schnaier 1 Joseph Schnaier
2 Q Can you answer that question? 2 slarted.
3 A I said its posshe that I reviewed 3 Q As a broker, as a traheer As a
4 Singsc I didn't - everything else I don't 4 trahee lo be a broker.
5 know, youte pulling that - youte saying 5 A I would say between 10 and 16 years,
6 that 6 somethhg like that
7 Q Well, why would you review Sings? 7 Q Well, we were just saying you
8 A I said its posshe I reviewed 8 started at Slerlhg Foster probably b 1996,
9 Singsc I mean - 9 so from 199610 now would be 24 yearse So
10 Q I knowe Itn asking - I undarntand 10 lets say 20 plus years you've been in the
11 youte using the word possibler Itn asking 11 Mvestment industry?
12 you, do you have any specific ramilarsinn of 12 A Okay, I guess, if you say so.
13 ever reviewing any SEC Sing made by any 13 MR WURTZEL:° Objection10
14 public company?° Lers start there. 14 form.
15 A rm sure I have. 15 Q Well, its your life, Mr. Schnaier.
16 Q So its not just possible, you have; 16 This is your biography.
17 is that correct? 17 A I mean, I don't have the exact
18 A Yes. 18 datese If those are the dales then they are
19 Q And is it not just posshe, have 19 what they aree rm sorry, IYnnot trying 10
20 you ever reviewed an SEC Sing in order lo 20 upset you.
21 evaluate whether an Mvestment in that 21 Q AII right° You know what, Mr.
22 company would be good or not? 22 Schnaier, lets pick up with Exhibit68.
23 MR WURTZEL: Objection10 23 Open Exhibit68, please.
24 form. 24 A Okay.
25 Q Go ahead. 25 MR WURTZEL:° Youte lalkhg

Page 19 Page 21
1 Joseph Schnaier 1 Joseph Schnaier
2 A In orderio evaluate, I mnt ananar 2 about lab 68?
3 you specifically on that 3 MR ISSER° Yes, when I say
4 Q Okay. 4 exhibit, its labe Yes.
5 A But its possue it was one of many 5 (Whereupon, at this lime, the
6 other you know, things that we did through 6 reporter marked the above-mentioned
7 research. 7 financial hdustry regulatory
8 Q Well,1ell me the things you did for 8 authority letter of acceptance,
Defendanls'
9 researche Were you a broker for ten years - 9 waiver and consent as
10 withdrawn. 10 Exhibit 1 for identilication.)
11 When did you stop being a broker, 11 BY MR ISSER
12 about 2006, 2007? 12 a Do you recognize1his dnmrnant?
13 A I believe it was I)7, if my memory 13 First, for the record, this is a thancial
14 serves me correctly. 14 hdustry regulatory authority letler of
15 Q What did you do after thal? 15 acceptance, waiver and consent.
16 A We went blo doing my own deals 16 Do you recognize this dnmrnant. Mr.
17 p ivately. 17 Schnaier'?
18 Q Investment deals? 18 A Yes.
19 A Yes, private equity stuff, myself. 19 a Okayc On the second 10last page of
20 Q And how long did you do that? 20 that dnmrnant, is that your signature?
21 A Up until now, I mean, Itn still 21 A Yes, it is.
22 doing L 22 O AII right° Now, if we look at
23 Q So you've been b the investmenls 23 background, it has Joseph Schnaier frst
years·
24 industry for 25 plus is that accurate? 24 became registered with FINRA as a general
25 A It depends on when you say that I 25 securities reprananIntive in November 1995

U.S. LEGAL SUPPORT

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Page 22 Page 24
1 Joseph Schnaier 1 Joseph Schnaier
havent·
2 through a former member lirm; is that 2 know, if you have or is that your
3 accurate? 3 testimony?
4 A Where do you see that? 4 A rm saying I dont know if I read a
5 Q Under background on the frst page. 5 liling in orderio make an investment b a
6 A under A is background. 6 companye I dont necessariy.
7 A Acceptance and consent, ch, here it 7 Q AII righte Well, when you, eilher
8 is Okayc If it says it, I believe Es 8 as a broker or in any other capacity, when it
9 accurate. 9 concems an investment, whether by yourself
10 Q Do you think it might not be 10 or for a dient, what steps would you lake lo
11 accurate? 11 determhe whether you felt it was a good
12 A No, I believe it is accurate if it 12 Mvestmenl?
13 says it I dont know why you would say 13 MR WURTZEL:° Objection10
14 that. 14 form.
15 Q Thank your So I dont know why you 15 A I mean, there's many thingsc rd
16 wouldnt just say yes, Es accurate. 16 look at the management team, see how honest
17 Can you explain why you didnt just 17 they are, see their reputatione I would look
18 say yes, Es accurale? 18 at their linancialse I would look at their
19 MR WURTZEL: Objection10 19 business model, I would like at ther - I
20 form. 20 mean, there's many things I would look at.
21 Q You can answer the question. 21 And Is possible, like you said, Is
22 A I dont know what the question was. 22 posshe that their filings may be one of
23 Q Why didnt you just say yes, Es 23 many things that I would look at.
24 accurate, if you believe Es accurale? 24 a You keep saying Es possiblec Do
25 A I thought I did. 25 you know, yes or no, did you h the past

Page 23 Page 25
1 Joseph Schnaier 1 Joseph Schnaier
2 Q AII righte Now, does this refresh 2 review SEC lilings as part of your
3 your remllarfinn then that you've been in 3 rinterminatinn concemhg whether to make an

4 the securities hdustry shoe November of 4 Mvestment for yourself or a dient?

5 1995? 5 A You need 10be -
6 A Yes. 6 MR WURTZEL:° Objectione Asked
7 Q Okaye So you've been in the 7 and answered.
8 securities industry, the invaniment inrindry, 8 Q You can answer.
9 whether Is as a broker or in private equity 9 A Es posshe I have, but I dont
10 shoe November of 1995, which is 10 knowc I dont know sparificallv
11 approximately almost 25 yearse Correct? 11 O But is it posshe that in your 20
12 MR WURTZEL: Objection 10 12 plus years as - in the investment industry,
13 form. 13 you've never read a Securities and Exchange
14 Q You can answer. 14 liling?
15 A Yes. 15 A Nor rm sure I read a Securities
16 Q Okaye And in that 25 years, have 16 and Exchange filing.
17 you read SEC filings by public companies in 17 a And you said you review comparry's
18 orderio help you form an ophion 18 linancialsc Where did you oblain these
19 - in orderio make an investment 19 linancials?
mnmrning
20 for yourself or one of your dients when you 20 A Could be through - most likely
21 were a broker? 21 through the company or through public
22 MR WURTZEL: Objection10 22 Mformation.
23 form. 23 a And what public information would
24 A Es possible. 24 that be?
25 Q Well, rm not asking if you dont 25 A arvnatiman it could be - it could be

U.S. LEGAL SUPPORT

(877) 479-2484
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Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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Page 26 Page 28
1 Joseph Schnaier 1 Joseph Schnaier
2 their filings, it could be, you know, stuff 2 Q To you directly?
3 that they put out on releases.° It could be 3 A Yes.
4 stuff1hat they have on their own proprietary 4 Q And only you?
5 silec It could be stuff that they sent me, 5 A Yese Well, I dont know.° They
6 you know. 6 could send itio other peoplec I dont know
7 Q Press releases?° You said releases, 7 if its only me.
8 is that press releases? 8 Q How do you get this proprietary
9 A Not -rilv press releases, 9 release?
10 certain releases that they dide Company 10 A You request it from the company.
11 releases. 11 O Is it a specific request or are you
12 Q What kind of releases are there 12 on a listio get that proprietary release?
13 other than press releases? 13 A I couldnt answer that.
14 A Oh, I dont knowe There's probably 14 Q You get them, you just said you
15 many diBerent kinds of releases. 15 reviewed L° How do you get -
16 Q Sir, you just - you said you would 16 A Its possible I ask for it, I do
17 review releasesc I said press releases, you 17 request L
18 said not =rilyc So which releases did 18 O For these proprietary releases -
19 you review for companies that were not press 19 rm not familiar with the lerm, so these
20 releases? 20 proprietary releases, is it you either make a
21 A Well, companies have proprietary 21 phone call or send an e-mail lo a company
22 releases that they put out there, too. 22 asking for certain ininrrnatinn and they
23 Q What are those?° Can you explain? 23 respond 10you or is there a subscription
24 rve never heard of that. 24 service or anrnalhinn Ike that that you could
25 A rve seen, you know, certain 25 sign up and you would get it from the

Page 27 Page 29
1 Joseph Schnaier 1 Joseph Schnaier
2 companies put ralannas oute So you would 2 company?° Itn
asking, how did you obtain
3 assume that public ininrrnatinn, you know, is 3 these proprietary releases?° And if its more
4 correct.° Iwould use that as well. 4 than one way in the past, lell me.
5 Q No, my question is, what is a 5 Did you request specilic ininrrnatinn
6 proprietary release? 6 from a company and they sent itio you?° Did
7 A Stuff that companies give. 7 you sign up for some kind of subscription or
8 Q What does that mean?° What stuff? 8 get on some list where they would send you
9 Give10 who? 9 releases as part of the process of sending
10 MR. WURTZEL: Objection10 10 releases10 others? Or were there other ways
11 form. 11 you could get these proprietary releases, or
12 A Information that I receive from 12 did in the past get them?
13 companies, in the case rm looking at. 13 MR. WURTZEL:° Objection.
14 Q I dont understande They send it 14 Objection10 form.
15 justio you?° You said a proprietary release. 15 A You can request theme There's stuff
16 I wantio undarntand 16 that they put out there that you can read.
17 MR. WURTZEL: Objection 10 17 Different publicationse I dont know. I
18 form. 18 dont know what you're asking me.
19 A I said possibly. 19 a frn going 10blerrupt you because I
20 Q No, rm askhg - rm gong 10 20 want an answer.
21 interrupt you because I want an answer. 21 You said you reviewed proprietary
22 You used the term proprietary 22 releasese We're not now1alkhg in
23 releasec I just wantio know what that is. 23 spanulatinn or whats possblec This is what

24 A It means Mfom1ation thats sent 24 you1old me.

25 from the company directly. 25 I said you reviewed press releases,

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1 Joseph Schnaier 1 Joseph Schnaier
2 you said nnt n-rilv press releases, 2 potential investmenls, whether for yourself
3 proprietary releases. rm tryng to tigure 3 or others, would you read press releases by
4 out what it is. 4 the comparry?
5 When you got proprietary releases10 5 A Would I read a press release?
them?° Not its Q Yes?
6 review, how did you get 6
7 possible. How did you get this proprietary 7 A Why not?
8 release? Was it a specific response or 8 Q Have you?° Is that part of your
9 request of a company you made for 9 evaluation?
10 information? Do you ask beyond some kind of 10 A Oh, I dont know if its part of my
11 subscription or pay for or get for free a 11 evaluation, but I do read press releases,
12 blast that comes out10 other people that 12 its important.
13 youte calling a proprietary release? Is it 13 a And its part of your analysis of
14 other ways you got it?° Is it more than one 14 the management team to datarmine if theyte
15 way? 15 honest.° How would you make that

16 I want to know all the ways you got 16 determbation?

17 what you called a proprietary release in the 17 A You look at their track record,
18 past. 18 their historye Stuff Ike that.
19 MR. WURTZEL: Objection10 19 a And what would you do to look at
20 form. 20 their1rack record or their hislory -
21 A Can I answer? 21 withdrawn?
22 Q. Yes. 22 A I look at the -
23 MR. WURTZEL:° Yese You can 23 a In the past what have you done to
24 answer. 24 look at their track record and history?
25 A Requests - I guess some of the ways 25 A Just look at their bios.

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1 Joseph Schnaier 1 Joseph Schnaier
2 you requent inlimrnatinn from companies 2 Q Where would you get their bios?
3 drectly. Sometimes they give it, sometimes 3 A A lot of it is online, a lot of it,
4 they wonte There are publications out there 4 you know, stuff like that.
5 that have different corporate releases in 5 Q What do you mean online?° How would
6 them that I reade Thars pretty much L 6 you thd their bio online?
7 Its not really - I wasnt Irying 10- 7 A I mean, you could look it up, you
8 youte asking something rm not sure what 8 know, on, you could do a searche You could
9 youte really - 9 look up everyone's bio.
10 Q What kind of puhirmlinna have what 10 a Is that what you did 10lind out the
11 khd of releases? 11 bios of management?° Did you search onlhe
12 A I dont knowc Dillierent news. I 12 when you -
13 read stuff all over the place. 13 A What management are you lalking
14 Q You said that publications1hat have 14 about?
15 dilinrant relamana ° When you say, I read 15 Q Any and alle You told me when I
16 releases, I assumed that only meant press 16 asked you what infnrmatinn you would look at
17 releasesc You seem io thhk there's other 17 10evaluate an Mvestment, you said you'd
18 khds of releasese rm tryng 10figure out 18 look at the management team.
19 what those are. 19 A Yes, its possible I did, yes.
20 What relamans are in other 20 a I know its possiblec rm1alking
21 publications? 21 about what you dide What do you still do?
22 A I would read a lot of stuffe So 22 You've been in the Mvestment industry for 25
23 whatever you, you know, whatever is out 23 years and youte lelling me that as part of
24 there I read a late I love readhg. 24 your analysis you would evaluate the
25 Q Well, as part of your evaluation of 25 management team and see if theyte honest.

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FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 34 to 37

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1 Joseph Schnaier 1 Joseph Schnaier
2 rrn asking you what you would do lo 2 Q AII right.° And why did you leave
3 evaluate that ° That's it ° What have you 3 Sierling Foster?
4 done in the last 25 years? 4 A. I got an oIer at another firm.
5 A Are you asking me about specifics? 5 Q What lirm?
6 MR WURTZEL:° Hold on, Joe. 6 A. I believe, if my mmilarfinn is
Investors' Ammintma
7 Objection 10form. 7 correct, it was
Investors'
8 Q. No.° rm asking you any and all 8 Q And what did you do at
9 companies. What have you done in the past 25 9 Associates?
10 years io evaluate a management team, 10 A. I was a broker there.
honesty? Inveslors'
11 particularly their 11 Q And how long were you at
12 MR WURTZEL: Objection 10 12 Associates?
13 form. 13 A I dont remember.
14 A Any and all? 14 O Was it more than two years?
15 Q. Anything you can remember that 15 A. Maybe.° I dont recall.
16 you've done lo evaluale a management1eam. 16 Q Was it a day?
17 A Youte saying any and all companies, 17 A. Come on.° No.
18 is that what youte saying? 18 O IYn asking you lo give me a ballpark
19 Q. rm saying anythhg you can mmamhar 19 estimate of how long you were there.
20 that you've done10 evaluate a management 20 A. This was a while ago.° I really
21 leam, for any company, for any potential 21 dont remember.° I don't wantio give you an
22 inveslor. 22 answer justio give you an answere I really
23 A I gave you my answer, thafs the 23 dont remember.
24 best I can her ° I mean, wete going 24 O You have no idear AII right.
25 back and forth here. 25 And what did you - you were a

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1 Joseph Schnaier 1 Joseph Schnaier
Investors'
2 Q. You search online10 delermine 2 broker at Associalese What did
3 whether to recommend an investmentio a 3 you do as a broker'?
4 dient?° Ijust wantio make dear I 4 MR WURTZEL:° Objection 10
5 undeminnd 5 forme Are you askhg hrn at
Inveslors'
6 A I didnt say that. 6 AmrinIns or generally?
7 Q Well, rm askinge What was your 7 Q Well, let me aske Did you perform
Investors'
8 answer then because that seemed 10be your 8 the same function as a broker at
9 answer. 9 Amrintma as you did at Stering Foster?
10 MR WURTZEL: Objection10 10 A Pretly much.
11 form. 11 a AII righte What was that function?
12 Q What would you do besides search 12 A The same thing Ilold you at
13 online? 13 Steringe We managed money for dienls.
14 A Ilold you, there's a whole - you 14 Q So you would evaluate potential
15 know, many different thhgs I would do 10 15 Mvestments for dienis and mmmmand whether
research the company. not?
16 16 they make those Mvestments or
17 Q.° Tell me the
many digerent thhgs. 17 A Pretly much.
18 A I went through it with you already. 18 Q And what was - where did you work
Investors'
19 Q Noc AII righte You said you'd 19 after Associates?
20 review the linancials, you'd review releases, 20 A I thhk it was - I forget the name
21 you'd look MIo the management1same What 21 of the firm but it was on 39 Rmadwar I
22 else? Anything else? 22 forgot the name of the firm, sony.
23 A rm sure there's more, I cant - 23 a Mr. Schnaier, let me ask you, is
24 MR WURTZEL: Objection 10 24 there any - are you on any medinatinn today?
25 forme Asked and answered. 25 A No.

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 Q Is there any reason you wont be 2 aller Jensen Meyers?
3 able 10, medical reason, that you wniildnt he 3 A I think it was Montauk Financial. I
4 able 10answer my questions honestly or 4 could be wrong, by the wayc I dont have it
5 completely1oday? 5 b front of mer My CRV has it all.
6 A No. 6 Q Sony?
7 Q How long were you at this lirm, was 7 A IYnsorrye My CRV has everything on
8 it 39th Streel? 8 it So, you know, I dont have it b front
9 A Noc I believe it was on 39 9 of me, I didnt know I needed L
10 Rrnadwav ° Gray somethinge I forgot the name 10 a When did you go lo - IYn sony, did
11 of the firm. 11 you say Frst Monlauk?
12 Q AII righte Wel call it the 39 12 A No, I said Montauk Financial.
13 Rrnadwavlirme What did you do there? 13 a And what did you do at Monlauk
14 A I was a broker theree Slockbroker. 14 Financial?
15 Q And how long were you a broker 15 A I was a stockbroker
16 there? 16 Q Same duties and responsibilities as
17 A I think it was - like a year or 17 we discussed previously?
18 twoc It was right up unti 9/112 And then 18 A Yes.
19 we were about two blocks away from 9/11 and 19 a Dong the same thing at Sterling
Investors'
20 aRer that they shut it downe The owner had 20 Foster, Amnciatan, 39 Broadway
21 a panic altark and he didnt wantio work 21 lirm, Jensen & Meyers?
22 there anymore. 22 A Yes.
23 Q So thats 20012 And did you do the 23 a And how long were you at Mnntainlo
24 same thing as a broker at the 39 Broadway 24 A I dnnirecall exacIly
25 firm as you did previously? 25 O Let me ask you this:° Looking back

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1 Joseph Schnaier 1 Joseph Schnaier
2 A Yes. 2 at Exhibit 68 on the background, it says,
3 Q And where did you wnrk nRar that? 3 Between 1995 and 2006 Schnaier was employed
4 A I think it was Jensen & Meyers, but 4 at 10 other member firms.
5 I could have missed - it may have been 5 Is that accurale?
6 Jensen Meyers, the frm on 39 Broadway, or 6 A I believe so.
7 opposite, one of the two. 7 Q AII righte And were you a broker at
8 Q What did you do at Jensen Meyers? 8 all those firms during 1995 and 20067
9 A I was a stockbroker. 9 A I believe so.
10 Q Same functions as previously? 10 a And in 2006, did you work at
11 A Yes. 11 Prestige Financial Center'?
12 Q How long were you at Jensen Meyers? 12 A Yes.
13 A A couple of years. 13 a AII righte And were you a broker
14 Q Why did you leave Jensen & Meyers? 14 for Prestige?
15 A I believe I wanted 10open up my own 15 A Yes.
16 practice at that time. 16 O And it says here, Prestige filed a
17 Q When was this? 17 uniform tarrninatinn notice for securities
18 A Probably10 the best of my 18 hdustry registration, tarrninathy Schnaier's
19 ramllarfinn - I honestly dont remember the 19 registration as of that date.
20 datese Itn just gong 10be spamlath) 20 What does that mean?
21 Q Were you fired from any of these 21 A I dont knowc I dont recall that.
22 jobs you leR before? 22 a You dont recall that?
23 A No, not10 the best of my 23 A No.
24 recollection, no. 24 O Did you get a 1ermination notice?
25 Q AII righte And where did you go 25 A I dont recall thatc No.

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 Q You dont know what that means? 2 A Oh, yes.
3 MR WURTZEL:° Objection10 3 Q What deals were those?
4 form. 4 A I dont recall.
5 Do you know what that mmrm?° I know 5 Q You dont recall any deals that you
6 you might not recall it, do you know what 6 did in the last 12 years?
7 that means?° You were a securities broker. 7 A The latest one was the acquisition
8 Did you have lo lake a testio become a 8 of Wantickels.
9 licensed securities broker? 9 Q And what was before that?
10 A Yes. 10 A There was some technology companies
11 Q. And you passed that test, I lake il? 11 I invested in.
12 A Yes. 12 Q Which ones?
13 Q. And as a licensed securities broker, 13 A QV Technology.
14 were you aware of FINRA - do you know what 14 Q Any others?
15 FINRA is? 15 A Seed Softwarec Maybe some other
16 A Yes. 16 ones; I dont remember the rest.
17 Q. Would you be aware of their rules 17 Q AII righte And in these technningy
18 and regulations? 18 companies, what steps did you take lo
19 A Yes. 19 evaluate whether you should hvest or not?
20 Q Okayc So rm asking you, do you 20 A Just did my - whatever steps I
21 know what a uniform lermbation notice for 21 thought was necessiny 10invest.
22 mritim industry registration is that you 22 Q And what were those steps that you
23 filed? 23 did?
actually
24 A Yes. 24 A I looked at the business model, I
25 Q. And what is il? 25 looked at the management teame I looked at

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1 Joseph Schnaier 1 Joseph Schnaier
2 A Its a 1ermination of a 2 what mme of these companies were pre revenue

3 registration. 3 so they were, you know, we had 10do some

4 Q So does that mann if you get that 4 different khd of due diligence on the actual
5 youte no longer licensed 10be a broker9° Is 5 hdustry, stuff like that.
companies'
6 that correct?° Is that what you're saying? 6 Q Did you look at those
7 Explain itio me. 7 linancials?
8 MR WURTZEL:° Objection10 8 A Yes.
9 form. 9 Q AII righte And besides - so you
10 A Noc Youte no longer - I believe 10 have the technology companies and Wantickels.
11 if rm correct, you're no longer licensed 10 11 What else?° Anything else?
12 be with that firm, not10 be a broker. 12 A Thafs all I could her right

13 Q Got it. 13 now.

14 And did you work as a mmrilian 14 O So in the last 12 years you could
15 broker aller 2006 - rm sony, 2008? 15 only her four investmenise I think you

16 A I dont believe I did. 16 manlinnarl Wantickels and two or three

17 Q. What did you do since then? 17 technology companies?
18 A rm trying 10do my own private 18 A As of right now.
19 equity deals. 19 a How many licenses have you held,
20 Q What deals did you do?° Did you do 20 ever?
21 any private equity deals? 21 A My New York Slate driver's license,
22 MR WURTZEL: Objection of 22 what nther license - I never had - thats

23 form. 23 pretty much it on that ende And then

24 Q You can answer. 24 professionally?° Youte
asking
25 MR WURTZEL: You can answer. 25 professionally?

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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2 Q. I forgot10 add that in.° So frn 2 A So back when I was at Montauk
3 curious if you have a lishing and gaming 3 Financial, they - we were trying - my
4 license, of course. But lets make it 4 partner and I were, Harry Friedman, we were
5 professionaHy, I think thats a good idea. 5 gong 10apply for our own brnieridealer
6 What pmfanninnal licenses have you 6 Ik:ense ° And when we put in our application
7 had? 7 we had 10show where we got funds to back up
8 A Oh, akay.° My Series 7 and my Series 8 the broker/dealer.
9 63. 9 So when we showed them everylhing,
10 Q. So you slil currently hold those 10 for all transparency, there was a company
11 licenses? 11 that we sold shares in that we made money on
12 A No. 12 parannallv ° And they asked us about it and

13 Q. When did you get - when were you 13 that was L

14 licensed for each? 14 Then they came back and asked us if
15 A I think up until, I think, 2007. 15 we had - because we were working at Mnntauk
16 Q. Well, when did you - you said a 16 Financial, they wanted 10know if we had
17 Series 7. When did you achieve thai ii-? 17 permission, personally, nothing 10do with
18 A In 95 or '96,10 the best of my 18 dienls, 10 buy the shares, and, obviously,
19 recollection. I dont remamhar exactly. 19 sell the shares, you need permission.
20 Q. And what was the other one you 20 And at that poht we did have
21 mentinned fm sorry? 21 permission, and they asked us for the
22 A Series 63. 22 documentation 10back it up, and we - the
23 Q. And when did you receive that 23 letter that we got was, we had some kind of a
24 license? 24 floodhg, 10the best of my recollection at
25 A Same1kne. 25 our office on 80 Broad Street.° And all our

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. And do you currently hold those 2 dnmmanis, a lot of our computer - a lot of
3 licenses - withdrawn. 3 stuff got damaged
4 Are there any other prnfanninnal 4 So they went back lo Montauk
5 licenses you've ever hekf? 5 Financial lo ask them for the documents and
6 A No. 6 by then the owner of Montauk Financial sold
7 Q. Do you stil hold a Series 7 7 the firm, I believe, thats my
8 roense? 8 recollection - the best of my remilarsinn
9 A No. 9 And the new management, the new ownership,
10 Q. Why nol? 10 didnt have it or there was something going
11 A I gave it back.° We did a 11 on - for some reason they didnt have it
12 resignation back in 2007. You saw this 12 either.
13 letter. 13 So then they went back - they liled
14 Q. What do you mean a resignation? 14 a - they said, Okay, if no one has it, that
15 Explain; you know, was your license revoked 15 means you didnt get perminninn, they
16 by FINRA? 16 assumede And they brought us b for a, I
17 A No.° It was a mutual - I gave it - 17 guess, it was a panel, an arbitration,
18 I retumed it ° I gave it back. 18 whatever you wantio call L° And they
19 Q. Voluntarily? 19 wanted full - it ended up aRer hearing the
20 A Yes. 20 whole case, we only got lined like 77,000 and
21 Q Was it part of any investigation by 21 some - and a sit-out for, l think, a couple
22 FINRA into wrongdoing? 22 of months.
23 A No. 23 But throughout that whole process,
24 Q So why did you volunlarly give up 24 which io me was really, you know, not right,
25 your Series 7 roense? 25 I got pretty disgustad with that whole

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FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
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2 indusby, the way they went about L 2 you know, diarninfnd by thisc And I said,
3 And by that time, by that year, I 3 enough, you know, I had enoughe And that's
-
4 spoke lo my atiomey and we had said we're 4 probably maybe I made the right danininn
5 out of it ° rm not paying the the, rm not 5 or maybe I made the wrong decision, I dont
6 sitting out, you can have your license back. 6 really knowc But thats where we are.
7 I was already just disgusted by the 7 Thats my answer.
8 indusbye And that was pretly much the 8 Q When I asked you if you nianandarad
9 story. 9 your license b paragraph - concerning lab
10 Q Well, rm going - 10 68, the exhibit whatever it is, you said it
11 A Really what disgusted me the most - 11 was not in connection with any investigation
12 Q AII right, Mr. Schnaiere You 12 correct?° You surrandarad your
by FINRA,
13 answered my questione I dont wantio 13 license because of your disgust.
14 hear - 14 I wantio lurn your attention 10 -
15 A rm notlinished. 15 back lo lab 68 and it says, at the very
16 MR WURTZEL:° Steve, let him 16 beginning, Pursuant lo FINRA Rule 9216 of
17 linish the answere Hold one What 17 FINRA's code of prnmdura Joseph Schnaier
18 was the question? 18 submils this letler of acceptance and waiver
19 MR ISSER' The question was 19 and consent with the purpose of proposhg a
20 whether - 20 settlement of the alleged rule violations
21 MR WURTZEL:° No, no, rm 21 dancrihad below.

22 asking the court reporter what the 22 Now, this AWC is submitted on the
23 question was. 23 condition that if accepted, FINRA will not
24 MR ISSER·° Okayc Read back 24 brhg any future actions against respondent
25 the question, wel see how far off 25 unless1he violations based on same factual

Page 51 Page 53
1 Joseph Schnaier 1 Joseph Schnaier
2 poht we got. 2 lindings described therein.
3 Read back the question. 3 Does that refresh your recollection
4 (Whereupon, at this lime, the ranuanlad 4 whether your surrendering of your license
5 portion was read by the reporter.) 5 was, b fact, part of a settlement onnearninn
6 Q AII right, go on. 6 a FINRA investigation?
7 MR WURTZEL:° His answer was 7 MR WURTZEL:° Objection 10
8 entirely responsivec He can finish 8 form.
9 the answer. 9 A Thafs what I was explaining 10you.
Q Okay, linish your answer. -
10 10 They found I guess the panel found that,
11 MR WURTZEL:° You can continue, 11 you know, they fined us, I think it was
12 Joe. 12 $77,000, and a 90-day sit-oute And that was,
13 A What really, really got me upset was 13 I guess, the - I didnt - that was, I
14 when they brought in the old owner of 14 guess, the mnnidarntinn for me handhg over
15 Mnnta k this gentleman, Herb Kalinski, great 15 the license, 10the best of my recollection.
16 guye We got along great with him, and he 16 Q AII righte But - lets look at
17 was - he was getthg up there b ager And 17 lab -
18 when they asked him about this letter 18 A I wouldnt call that an
19 permitting us io buy and sell the shares, he 19 Mvestigatione I mean, that wasnt really -
-
20 literally he said that he really had no 20 it was more of an admhistrative issue. I
21 ramilarfinn because he's on antidepressant 21 mean, you can call it an Mvestigation, but I
22 medication and dementia medicatione You 22 wouldnt call it an investigation.
23 know, he had memory loss and stuff like that. 23 a Well, its a settlement of alleged
24 And they still prnmadad with the case. 24 rule violatione It was part of a settlement
25 And thats really the reason I was, 25 you surrendered your license, correct?

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 54 to 57

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2 MR WURTZEL:° Objection 10 2 A Whal?
3 form. 3 O It says, FacIs and violative
4 A It was an administrative issue. 4 conduct
5 Youte making it look like it was an 5 A I dont know.
6 investigation. It really wasnt an 6 O Well, it says, if you look under
7 investigation. 7 facIs and violative conduct under number two,
8 Q. Well, what was the ariminintrative 8 it says, Schnaier - they requesled your
9 issue? 9 appearance b connection with ongoing FINRA
10 A They wanted a letler, I explained 10 examinatinn conceming 2006 and 2007 sales of
11 that10 you. 11 shares of slock in a nonpublic corporation,
12 Q. AII right.° Lers look at tab 67. 12 Schnaier failed 10appear for this requested
OTR·
13 (Whereupon, at this time, the 13 is that correct?
14 reporter marked the above-mentioned 14 A I dont see anything about that
Dafanrianin'
15 hearhg panel decision as 15 Q AII right
16 Exhibit 2 for iderdifirstinn ) 16 A I mean, we had the company when they
17 BY MR ISSER 17 werent public, but, yeah, I dont see
18 Q. Have you seen this rinrumant hafnre? 18 anything in regards10 that
19 It says Fhancial Industry Regulatory 19 a Itn just trying 10firid where it
20 Authority Ollice of Hearing Ollicers, 20 says you're submilthn -youte resigning
21 correct? 21 your license because you werent giving them
22 A Yes. 22 a letter.
23 Q. This is the decision where you were 23 A. Oh, thats not what I said 10you.
24 ined the $77,000 and all that, correct? 24 With all due respect, I didnt say that I
25 Everything you've been lestifying 10,this is 25 said I resigned - I gave back - I resigned

Page 55 Page 57
1 Joseph Schnaier 1 Joseph Schnaier
2 in this document, correct? 2 back my license because I was disgusted with
3 MR WURTZEL:° Objection10 3 the whole way everythhg went about, and on
4 form. 4 their end, rm assuming, and I dont know
5 A It looks like L 5 exactly, but they probably - their deal was
6 Q. AII right° And youte saying 68 6 10accept it without me makhg payment or
7 concerns the same discplhary prnemarting - 7 sitting out and justlaking the license back.
8 Exhbit 1, rather, concerns the same 8 Is that clear for you?
2.° Ijust Q Irinn't knr=. we¶ figure it out
9 discplhary proceeding as Exhibit 9
10 wantio make sure I undersland. 10 A. Okay.
11 A rm sony, what was that? 11 Q How many public properties have you
12 Q. Does Exhibit 2 - Exhbit 1 which is 12 had a role in in your - as an investor or
13 the letter of acceplance concems the same 13 banker or Inanagamant?° rrn not talking about
14 disciplinary prnnaariing as Exhbit 2, which 14 just buying stock in General Motors.
15 is the hearing paners decision? 15 MR WURTZEL:° Objection10
16 A Exhibit 1? 16 form.
17 Q. The hearhg paners decision and the 17 THE WITNESS:° Just one second,
18 letter of acceptance, waiver and consent, are 18 can I gat smmathing for my daughter?
19 you lelling me they concern the same 19 MR ISSER° Go ahead.
20 prnnaariing? 20 (Whereupon, a brief recess was
disciplinary
21 A To the best of my recollection, yes. 21 laken.)
22 That was the case. 22 A. Was there a question?
23 Q. AII right° And where in Exhibit 1, 23 a Yes. Since you stopped acting as a
24 which is lab 68, does itialk about you not 24 broker, how many public companies have you
25 giving a letter? 25 Mvested in?

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2 A I dont recall any. 2 Q Yes, we aree rm sorry.
3 Q. Really? 3 A Oh, I didnt know thatc IW sony.
4 A Other than LiveXLive, I mean, Loton, 4 Q IYn going 10withdraw that question.
5 whatever you wantio call L 5 Have you ever been involved in
Q You didnt recall thatc Are there public?° Do you know what
6 6 laking companies
7 any others that you recalr? 7 that term means?
8 A Well, I mean, obviously weYe here 8 MR WURTZEL:° Objection 10
9 for that, so I know that you know thatc Itn 9 form.
10 thinking other than that, Irinnt ramil any. 10 A What is your delinition of il?
11 Q How about nonpublic companies?° How 11 O Itn asking your Have you ever heard
12 many have you Mvested in? 12 the term going public or laking a company
13 A Maybe - just a couple. 13 public9

14 Q You mentioned the technology 14 A Yes.

15 companies, right? 15 a Okayc What is your understanding of
16 A Yes. 16 what that term means?
17 Q And Lotone Any others? 17 A My unr1arnianrling is that a privale
18 A Wantickels when they were privals. 18 company liles lo lake their company public on
19 That's really all, 10the best of my 19 one of the exchanges.
20 knowledge, thats L 20 a AII righte Have you ever been
21 Q Did you have a management position 21 Mvolved in that process?
"involved?"
22 with any companies? 22 A What do you mean by I
23 A No, just Wantickels. 23 dont know what that rnanna
24 Q Now, is it a lifetime ban for you lo 24 O Really?° Have you ever played a role
25 trade b securities conmrning when you 25 h iaking a company public?

Page 59 Page 61
1 Joseph Schnaier 1 Joseph Schnaier
2 resigned your Heense? 2 A What, like, acting as the
3 MR WURTZEL:° Objection10 3 Mvestment - explain, be more specific.
4 form. 4 Because there's many roles in laking the
5 A I believe soc I know when I gave it 5 company public.
6 back, I wasnt planning 10come back anyway. 6 Q Any rolec Have you ever been
7 So its possible its a lifetime ban. 7 Mvolved in any role h iaking a company
8 Q Now, concerning Exhibit 2, which is 8 public?
9 the hearing panel decision, this concems a 9 A Thafs a very vague question. I
10 company Majesco, correct? 10 mean, its not, you know, how do you answer
11 A Correct. 11 that?° Its
somethhg like very
12 Q They alleged that you illegally 12 unprofessional -
13 traded stocke Is that part of - 13 a I appreciate your criticism of my
14 A No. 14 ablities, but I wantio know the roles
15 MR WURTZEL: Objection. 15 you've played hiaking a company public.
16 Minrharnrfarizese The document 16 A Steve, Itn not trying 10insult you.
17 speaks for ilself. 17 Q IYnnot hsulted at alle Itn just
18 Q Have any investors ever sued you 18 surprised you said you find it a difficult
19 concerning your role in their investmen1s? 19 question 10answer
20 MR WURTZEL: Objection 10 20 Have you ever been involved in
21 form. 21 public?° If rd ask most
laking a company
22 A Not as far as Majesco. 22 people, they would have a pretly ready answer
23 Q Not Majesco. 23 10that question.
24 A Are we done with this exhibit?° Are 24 A Nor Because involved is not really
25 we done with this exhibit? 25 a term that people use when you are saying

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2 youte taking a company publice I mean, its 2 LiveXLive or Lobn Corp. or whatever that is,
3 not - I never heard that lerme If you could 3 whalever those companies are.
4 ask me something more specific. 4 Q Any other companies?
5 Q Did you ever participate h iaking a 5 A Is that considered a reverse merger
6 company public b any
way? 6 10you or is that not -
7 A You mean as far as like buying IPO 7 Q IYn asking you, any other companies.
8 slock and stuf like that? 8 A To the best of my recollection, no.
9 Q Well, if you have that, yes, 9 O Just Majesco?
10 anything, not just dealer stock, you know. 10 A Well, was LiveXLive and Lolon Corp.
11 You know all the rules, you've been in this 11 mmiri-«l a reverse merger?
12 industry for 20 yearse You1old me youte in 12 O Putting LiveXLive and Lalon Corp.
13 privale equityc If you dont understand what 13 aside.
14 Ilw mannn we can spend an hour on it, I 14 A To the best of my recollection, yes.
15 guess, but Itn askhg if you ever played a 15 Q How did you meet Rob Blin?
role or participated, rather, in laking a A -
16 16 During the time of I met the
17 company public. 17 owners of Majesco back in 90 - it was the
18 A Sure, I have. 18 late '90sc And we started speaking and they
19 Q Okayc And lell me about those 19 were interested, they had a really
20 times. 20 Haranting video game company at that time.
21 A I dont knowc I mean, I dont 21 And they were interested in going public. I
22 recall, you know, which ones, but have I 22 dont recall what lirm I was with at that
23 invested or bought an IPO or stuff like that, 23 lime, possible I was with Montauk Financial.
24 I mean, its possible I have, Itn surec But 24 And they asked if I can help them raise some
25 I dont recall anything specific. 25 capital.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q AII right ° Putting aside maybe 2 And my partner at the same - around
3 buyng slock from an IPO, have you ever 3 that smma time, withh a week or so, his

4 bought stock from an IPO rather from the 4 mother passed away or his brother passed
5 underwriters as opposed 10on the market? 5 away, IYn sorry, and someone came lo him at
6 A Bought sbck - 6 the shiva call, when he was sitting shiva, by
7 MR. WURTZEL:° Objection10 7 the name of Dan Meyers, who I knew as a kid,
8 form. 8 not professionally, but as a kid before.
9 A Bought sbck from the underwriters. 9 And he said that he mentioned, I
10 Well, if you buy sbck from the urviarwritars, 10 guess, 10 my partner, Harry, that he may have
11 that is the IPO2 Youte buying the IPO. 11 a shell or some way lo raise capitale And
12 Q AII righte fm not going 10get 12 then he brought Rob Blin into the deale Rob
13 into it ° AII right, fine. 13 had some shell called, 10the best of my
14 Do you know what a reverse merger 14 ramilarginn. Connective Corp. or something.
15 is? 15 a You answered my question, thats how
16 A Yes, I do. 16 you met Rob Blin.
17 Q What is a reverse merger'? 17 A IYnnot thished.
18 A Its when a - you merge a private 18 MR. ISSER·° You know what,
19 company into a publically-traded shell 19 lets mark thisc I would like you lo
20 company. 20 mark these answers because I thhk
21 Q Have you ever participated in a 21 weYe going 10need more lime 10
22 reverse merger? 22 finish this deposition and the
23 A Yes, I have. 23 question how did you meet Rob Blin,
24 Q For which companies? 24 you could argue whafs responsive,
25 A Majescoc And if you wantio call 25 but hearhg about a shiva call and

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1 Joseph Schnaier 1 Joseph Schnaier
2 Majesco and the whole lead off, I 2 A Not that I recall.
3 think the witness is frankly wasting 3 Q Have you discussed this lawsuit with
4 time lo try and stall the clocke rm 4 anyone other than your counser?
5 gong 10move on. 5 A frn sure.
6 Q rm going 10ask you how many deals 6 Q Okayc Who?
7 have you done with Rob Ellin, either directly 7 A Everyone who knows me knows that rm
or indirectly, for the company you were lawsuit°
8 8 dealing with this They all know
9 involved with? 9 what happenedc They all know Rob ruined my
10 A Can I thish how I met Rob Ellin 10 lifec So everyone who knows me is going 10
11 because I didnt get to do that? 11 ask me about L
12 Q You answered mer Someone mentinnarl 12 a So you've been lelling people that
13 hrn at a shiva call. 13 Rob ruined your life?
14 MR WURTZEL:° Hold one First 14 A I dont have1o lell anything,
15 of all, I objectio the question. 15 people see how everything happened.
16 You asked an open-ended question, how 16 Q What have you been 1elling people
17 did you meet somebodye You wantio 17 about Rob Blin?
18 ask a more specilic question, who 18 A You know, I tell them whatever I
19 Mtroduced you, can you do thal? 19 feel.
20 MR ISSER·° Thats finer rm 20 a And what was that?
21 asking a more specific question now. 21 A rd rather not saye Its not going
22 rve heard enough. 22 10be anything - the way I feel about him,
23 MR WURTZEL: So specify, get a 23 thats L
24 little more specific and, Joe, answer 24 a What is thal?° What have you1old
25 just the specific question. 25 people about Rob Ellin?

Page 67 Page 69
1 Joseph Schnaier 1 Joseph Schnaier
2 THE WITNESS:° rm sony, Steve, 2 MR WURTZEL:° rm just going
3 if I am iakhg loo long. 3 10- I think you underslood it from
4 Q You dont have10 apologizec How 4 the response before, but you should
5 many deals have you done with Rob Ellin, 5 exdude anythhg that you've 1old10
6 either directly or indirectly, meaning either 6 counsel from your answere So you can
7 with companies you were Mvolved with or 7 answere But exdude anything you've
8 personally? 8 1oldcounsel about Mr. Blin.
9 A I wasnt drectly involved with Rob 9 A II put itio you this wayc If I
10 Blin He had that shell, like I said, he 10 would have known priorio me doing the
11 had the shell and I had - I introduced the 11 deal -
12 company. 12 a rm going 10Mterrupt you, Mr.
13 Q Thats indirectly, Joer How many 13 Schnaier, rm interrupting you.
14 deals, rm gong 10interrupt you again, Joe. 14 A Why are you blerrupting me?
15 rm asking a specilic question. 15 O Because the question is, whet hmue
16 How many deals have you been 16 you1old people about Rob Ellh?
17 involved with with Rob Ellh, either through 17 A frn going 10give itio you.
18 Rob personally or a company you were involved 18 If I would have known priorio doing
19 with or worked for, or a company Rob was 19 the Wantirkets deal with Rob what I know
20 involved with or worked for'?° How many deals 20 after the deal, and what people have1old me
21 have you done with Rob Blin? 21 about raintinnnhips with him and all this
22 A Well, just those - if you wantio 22 stuff that came out after, his dealings with
23 say involved, I dont knowc But just Majesco 23 other people, none of it was goodc rm not
24 and LiveXLive. 24 b the - rm not a person that wanls10 talk
25 Q Nothing else? 25 bad about peopler I dont wantio do that,

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2 holidays.° So I lime you and Rob dinrssand LiveXLive or
especially durhg the Jewish 2
3 dont wantio - dont ask me what I think 3 Lalon?
4 about or what Ilold everyone because I dont 4 A I was b LA with my falher and I
5 wantio spank shrud. bad about him.° And a 5 was there for work for Wardickels since we
6 lot - I heard a lot of bad things abrud h'rn 6 had our oflices in LA as well.
7 from other people's relationships with him, 7 Q When was that?
8 and I really dont wantio get inlo that 8 A I was with -
9 right now. 9 Q I asked when was the frst lime, Mr.
10 Q. Thats fine. 10 Schnaier'?° I didnt ask you about your

11 A And rm hoping he doesnt talk bad 11 father.

12 about me either. 12 A Why are you so combative?° IYn
13 Q. Its not uplo you, though. 13 trying to tall you.
14 What bad things did you hear from 14 MR ISSER° Wete going 10need
15 other people about relationships with Rob 15 more than a day, Josh.° I will
16 Blin? 16 actually let you speak as much as you
17 A Well, you know, the normal, 17 want ° Josh, will you be able
18 everything that what he's done 10me he's 18 stipulate I will be able to finish
19 done lo other people. 19 this deposition?
20 Q. And how did it come about that you 20 MR WURTZEL:° Why dont we take
21 learned these things? 21 a break7° Wete going for an hour and
22 A AAer they see the lawsuit, people 22 15 minutese Why dont we lake a
23 have been coming 10 me, like, Wow, I cant 23 brank and come back?

24 believe he did this 10you, loo. Other 24 MR ISSER° I would like lo

25 people he's been in lawsuits withe I mean, 25 stipulate, you can 1alkas long as

Page 71 Page 73
1 Joseph Schnaier 1 Joseph Schnaier
2 you name it, its been really bade As a 2 you want.° Are you going 10hold me
3 matter of fact, you know, its honible. 3 10one day with Mr. Schnaier or am I
4 Q Did you ask anyone about Rob Ellin 4 going 10be able lo tinish what I
5 before you got involved with Rob Ellh about 5 need 10thish?
6 the LiveXLive Wantickels dear? 6 MR WURTZEL:° rm not
7 A I wish I dide I dont remember. I 7 stipulating 10 anythhg right now.
8 dont recall anything substantial about it 8 We've been going for an hourc So at
9 Put it this way, I knew hrn from a distance 9 the end of the day, if you think that
10 and he came off really trustworthy lo me. I 10 you need more1ime, then youl -
11 have been with him at dinners and certainly 11 wel discuss it at that point° rm
12 before the deal, I met his wife or girlfriend 12 not having that diarsuminn when
13 or some of his kidsc rve been 10his house. 13 we're, you know, an hour, or over an
14 So, I mean, I really trusted hrn, you know, 14 hour into the deposition.
15 and, you know, it came back lo bite me. 15 So lefs take a five-mbule
16 Q AII that trust was based on working 16 break.
17 through this deal both between LiveXLive and 17 MR ISSER° Wete not going 10
18 Wantickets, correct? 18 be able lo have1hat discussion at
19 MR WURTZEL: Objection10 19 the end of the day because IYnnot
20 form. 20 going 10know where I stand, I have
21 A rm1alking about prior, you know, 21 10figure thhgs oute But lefs take
22 just prior io the deal when he was, you know, 22 five mhules and wel come back.
23 now that I see it now, he was courting me, I 23 (Whereupon, a brief recess was
24 would say. 24 laken at 10:45 a.m.)
25 Q Well, how well - when was the first 25 MR ISSER° AII right ° Back on

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2 4he record. 2 b any deals wilh Mr. Blin belween the
3 For the record, the five-mbule 3 Majesco deal and the LiveXLive Wardickels
4 break was a ten-minule break.° We 4 dear?
5 have10 keep track of the. 5 A Not that I recall.
6 Ms. Court reporter, please keep 6 Q Okay. So you knew him from afar,
7 track of breaks and retums. 7 you said.° When you said before that you knew
8 Please read back the last 8 him from afar, were you referrhg 10 - you
9 question. 9 were refening, I take it,1o the period
10 (Whereupon, at this lime, the requested 10 before you slarted dimiming Wantickels and
11 portion was read by the reporter.) 11 LiveXLive; is that correcI?
12 BY MR ISSER 12 A Yes.° I met hn through Majesco,
13 Q. Just give me the year and month, if 13 thats correct
14 you know it, was the lirst lime you met Rob 14 O Nor You said you knew him from
15 Bline No, withdrawn. 15 afar Then you slarted dimiming having
16 When was the lirst the you and Rob 16 dinners with him and going 10his housec For
17 Blin dimsued LiveXLive or Loton.° If I say 17 the period of fime when you knew him from
18 LiveXLive it includes Loton, do you 18 afar, is that the period up until you began
19 understand that? 19 dimusing LiveXLive and Wantickels?
20 A Yes. 20 A I believe so.
21 Q When was the first lime you 21 O Okayc Did you and your counsel
22 dimsued LiveXLive or Loton with Mr. Blin? 22 discuss any of the questions and answers
A To the best of my mmilarfinn, it break?
23 23 during the
24 was either 2015 or '16. 24 A Yes.
25 Q AII right ° And between - you met 25 MR WURTZEL:° Objection.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Mr. BIM b mfamnœ10 the Majesco deal, 2 MR ISSER° Thafs not
3 correct? 3 p ivieged, Josh.
4 A Correct. 4 MR WURTZEL:° Its privileged.
5 Q AII righte So between Majesco and 5 MR ISSER° You're not allowed
6 discussing LiveXLive with Mr. Blin, how many 6 10discuss the questions and answers
7 limes have you mmmunirsded with Mr. Blin? 7 at a deposition with a witness durhg
8 A I don't mmamber if any, its 8 the breake It is prohibited content
9 possible I have, but I dnni her 9 MR WURTZEL:° rm 100 percent
10 Q You testilled before that you knew 10 sure that youte wrong about that
11 h from afare I assume you meard him from 11 MR ISSER° Mark it for a
12 afar before 201410 2016; is that accurale? 12 ruling.
13 A Through the Majesco deal. 13 MR WURTZEL:° Hold on, rm
14 Q Right 14 instruction - Steve, rm instructing
15 A Yes. 15 the witness not10 disdose any
16 Q So you didnt mallv know Mr. Blin 16 communications that he had with
17 well before starthg off lo discuss LiveXLive 17 counsel.
18 and Wantir*aIn with him, correct? 18 BY MR ISSER
19 A I mean, I thought I knew him well. 19 a Did you and counsel cornmunimta
20 I don't - I mean, well - what do you mean 20 during the txeak ming this deposition?
21 well? 21 MR WURTZEL:° Objectione rm
22 Q Well, you said you hadn't really 22 instructing the witness not10
23 spoken 10him before the Majesco deal, which 23 answer.
24 was around 2007 - withdrawn. 24 MR ISSER° He answered it
25 Did you do any - were you involved 25 firstc So mark this for a ruling as

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2 I do not thhk youte allowed 10 2 did ask around about Mr. Ellin before
3 discuss questions and answers. 3 Mvesting in LiveXLive or signing the asset
4 MR WURTZEL:° rm 100 percent 4 purchase agreement?
5 sure that youte wronge And the 5 MR WURTZEL:° Objection of
6 witness's response, which was given 6 form.
7 before I had an opportunity10 object 7 A I dont recaH.
8 and inslruct him, is an inadvertent 8 Q You dont recall whether you asked
9 waiver and we're not agreeng 10 any 9 around?

10 waiver. 10 A I dont - specificaly, I dont

11 MR ISSER' Wel lake that up 11 recal.
12 with the Courtz IYnnot sure - 11 12 O WeH, earlier you testified that as
13 look MIo it as weHe My 13 part of your due diligence, you would
14 undndanding was - an right. 14 Mvestigale the management1eam conceming an
ISSER·
15 BY MR 15 Mvestmentio see if there's honest - if
16 Q The period of fime when you said you 16 theyte honest.
17 trusted Rob BHn, that trust developed b 17 What sleps did you take before
18 between - did that trust develop whle you 18 Mvesting b LiveXLive or signhg the asset
19 were discusshg this deal, correct? 19 purchase agreementio investigate the honesty
20 A That trust? 20 of LiveXLive's management1sam?
21 Q Withdrawn. 21 MR WURTZEL:° Objection10
22 You said you trusted Rob EIHn 22 form.
23 earlier, and rm asking, did that trust 23 A Can you repeat that, please?
24 develop whHe you were dina maing the 24 MR ISSER" Read back the
25 LiveXLive Wantickels trannarfinn with 25 question, please.

Page 79 Page 81
1 Joseph Schnaier 1 Joseph Schnaier
2 Mr. Ellh? 2 (Whereupon, at this1rne, the requested
3 A I believe so. 3 portion was read by the reporter.)
4 Q It was the Majesco deal where you 4 A I mean, I looked at his bio. I
5 met Mr. EHin,correct? 5 mean, if you look at his bio, it looks pretty
6 A Yes. 6 rnpressivec He has a nice bio written up in
7 Q And h that - tuming back lo 7 there, and jid hannd on personal
8 Exhbit67, FINRA found it uncredble that 8 relationshp with him.
9 you had provided written notice ming 9 Q That bio, where did you get the bio?
Manlauk·
10 these trades lo First is that 10 A I dont recal.
11 correct? 11 O WeH, was it from one of - by
12 A Possible; rm not surec I dont 12 Rob - I assume youte talking about Rob's
13 recal. 13 bio, correcI?
14 Q Well, we can go over this another 14 A Rob Blin's bio, correct.
15 time But you received - justio be dear, 15 Q Did he provide you with this bio or
16 you received lab 67, which is the FINRA 16 was it on a websile that he mntrnlInd such
17 hearing panel decision, you received this 17 as LiveXLive's websile?
18 document from FINRA, correct? 18 MR WURTZEL:° Objection10
19 A To the best of my recolection, I 19 form.
20 received it ° Ijust dont remember it ° It 20 A I dont recaHe I dont remember
21 was many years ago. 21 a And you said it was based on your
22 Q And now, you said, did you ask - 22 personal relationship with him, but you
23 before you were lestifying all the bad things 23 didnt realy have a strong personal
24 people told you about Rob EHinaller you 24 reintinnnhp with him before you began
25 filed this lawsuit ° And I thhk you said you 25 diansning the LiveXLive investment deal, did

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2 you? 2 protect yourselfe He wasnt surprised what
3 MR. WURTZEL:° Objedian lo 3 Rob had done lo mer And then he said, you
4 form. 4 know, he was trying not to get inlo the
5 A Prior io LiveXLive, no, we didnt. 5 middle, but he said, You have10 do what you
6 Q So you analyzed his honesty wilhin 6 have10 doc If you have1011e a lawsuit,
7 the context of negotiating the deal wilh him, 7 you should file a lawsut
8 correcI? 8 Q Well, what did you say10 him10
9 MR. WURTZEL:° Objection10 9 provoke that response?
10 form. 10 A I didnt really have10 say
11 A Yes. 11 anythinge He was - he knew what was going
12 Q When you were a broker, did you do 12 on, because he was seeing - he saw
13 further due diligence before recommending 13 everylhhg.
14 investmenls - withdrawn. 14 Q Why were you speaking 10him?
15 What bad things have you1old people 15 A Because he was the one - we were
16 about Rob Ellh? 16 speaking prior lo that, 100, even before we
17 A I mean, I1old them the truth. 17 dosedc He was their, I guess, unofficial
18 Q Tell me - I didnt ask - 18 CFOf And he handled most of the paperwork.
19 spanifirdlv what have you been lelling 19 He was sending me the documenls and stuff for
20 people about Rob Ellh? 20 warranls, et cetera, so he - so why wouldnt
21 A Just what he did 10me durhg this 21 I speak10 him?
22 whole process. 22 O I wasnt deare The conversation in
23 Q And what did he do 10you? 23 which you daim he1old you lo do what you
24 A Lied 10 me, dafrariad me, ruhed a 24 got to do or lile a lawsuit, what was the
25 lot of people's lives in my company, et 25 cordext in which he said thal?° He just

Page 83 Page 85
1 Joseph Schnaier 1 Joseph Schnaier
2 cetera. 2 called you up and said that or why did you
3 Q And you've been lelling people that? 3 call hrn? What was the poht or the purpose
4 A Its not a secret. 4 of the conversation, reason you were speaking
5 Q I didnt ask you if its a secret. 5 10him before that specific conversation?
6 I asked you if you had been tellhg people 6 MR. WURTZEL:° Objection 10
7 that? 7 form.
8 A People asked me, so I lell them the 8 A I dont recall exactly how it
9 truth. 9 hiliatede I dont recall.
10 Q People - have you discussed this 10 a Were you complahing 10him about
11 lawsuit with David Wells? 11 Rob during that conversation?
12 A I dont believe soc I dont recall. 12 A Possible.
13 Q Did you discuss whether to file a 13 a Well, why would he lell you, Do what
14 lawsuit with David Wells? 14 you have10 do and Rob is Rob?° Why would he
15 A Yes. 15 just say all those thhgs unprovoked, out of
16 Q And when was that? 16 the blue?
17 A Are you lalkhg priorio - I would 17 A Well, listen, he saw everything that
18 say it was mmatima in the summer of 2017. 18 Rob did, and he realized that he knows Rob
19 Q Afler the asset purchase agreement 19 was wrong, and he - that was - those were
20 was signed? 20 his words 10me.
21 A Yes. 21 O I understand you say thatc But I'm
22 Q And what did you say 10him and what 22 t aving what was the conlext in which he

23 did he say10 you about filhg a lawsuit? 23 said thal?° Just out of the blue while you
24 A He pretty much1old me, Rob is Rob 24 were 1alking 10him shmid mmalhing else, he
25 and you have 10do what you have10 do lo 25 vniuntaamd those statemenis?

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2 A No. 2 A I may haver I dont recall.
3 MR. WURTZEL:° Objection to 3 Q So you're not sure? I just want to
4 form. 4 be dear.° You're not sure if you dimtmad
5 Q. You can answer. 5 this lawsuit with any reporters or
6 A We were, obviously, talkhg about 6 joumalisls?
7 this topic. 7 A I dont think - no.
8 Q. You say "obviously."° rm asking 8 Q Maybe, maybe not?
9 you, what did you say to hrn before he said 9 A I dont recall.
10 that to you? 10 a Do you know if your counsel has
11 A I dont recall that.° It was two or 11 dim1mad this lawsuit or the allegations in

12 three years ago. 12 the complaint with any reporter or

13 Q. Did you discuss1his lawsuit with 13 joumalist?
14 Richard Blakely? 14 MR. WURTZEL:° frn going to
15 A Yes. 15 instruct1he witness not to answer
16 Q. And what did you say to him and what 16 that.° So the witness can answer the

17 did he say to you about the lawsuit - 17 question, but you should exdude from
18 withdrawn. 18 your answer any knowledge that you
19 How many times did you discuss this 19 have1hat's based solely on
20 lawsuit with Richard Blakely? 20 discussions that you've had with
21 A Quile a few. 21 counsel.
22 Q How oRen did you speak with 22 So if you know the answer to
23 Mr. Blakely? 23 the question based on information
24 A I speak to hrn, I dont know, 24 other than discussions with
25 whenever we speak, you know. 25 counsel - please exdude from your

Page 87 Page 89
1 Joseph Schnaier 1 Joseph Schnaier
2 Q Once a week? 2 answer any information that you know
3 A I dont know about that. 3 solely because of any information
4 Q Once a month? 4 that was told to you by counsel.
5 A Yese Maybe more. 5 You can answer the question
6 Q So you speak to Mr. Blakely about 6 with that caveat, subject to that
7 once a monthe And did you discuss 7 instruction.
8 Mr. Blakely's deposition with him? 8 Q So whars the answer?
9 A Noc rm sony, rm just giving my 9 A I dont knowe I dont have an
10 daughter a document. 10 answere I dont recalle Sorry.
11 Q Go ahead. 11 O You dont recall if your counsel has
12 A Just one second. 12 had any conversations - withdrawn.
13 Q How oRen have you discussed this 13 Did you discuss your deposition with
14 lawsuit with hrn? 14 anyone today?
15 A I mean, we dim1mad it, you know, 15 A No.
16 whenever we speake We both are very upset 16 a I mean, the fact that you're having
17 about L 17 a deposition today, the dim twinn did not
18 Q And have you ever discussed this 18 happen today.
19 lawsuit or the allegations h the complaint 19 A Sure.
20 with any reporters or jnumalidn? 20 a Who did you discuss it with?
21 A Not really. 21 A My attomey.
22 Q Well, what does not really mean? 22 Q Anyone else?
23 A Not that I recalle I mean, I 23 A My wife.
24 dont - 24 Q Anyone else?
25 Q So you may have? 25 A Not really.

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 90 to 93

Page 90 Page 92
1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Did you prepare for this deposition 2 for identilicatinn )
3 wilh counser? 3 BY MR. ISSER
4 A Not really, not that I know of. I 4 Q This is Exhibit 3.
5 wouldnt call it prepare. 5 Do you recognize this dnrument, Mr.
6 Q. How many times did you and counsel 6 Schnaier9

7 discuss this deposition? 7 A Yes, I do.

8 A Once. 8 Q And what is it?
9 Q. And was that over the phone? 9 A It's the complaint from my entity
10 A Yes. 10 against Rob Ellin and LiveXLive.
11 Q. And how long was that annunmatinn? 11 Q The complaint in this lawsuit,
12 A 30 minules, approximalely, lo the 12 correcl?
13 best of my knowledge. 13 A. Excuse me?
14 Q. And did you review any documenis to 14 Q Withdrawn.
15 prepare for this deposition? 15 Did you review this dnmment on or
16 A No, I havent. 16 before April 10, 20189
17 Q. Was anyone else on the phone with 17 A. On or before, I believe I did.
18 you? 18 a AII right.° And 10the best of your
19 A No. 19 knowledge are the allegations in this
20 Q. And who did you - which counsel was 20 document accurate?
21 on the phone calr? 21 A To the best of my knowledge they're
22 A Josh Wurtzel. 22 accurate.
23 Q. When was the last lime you spoke 23 a Any part not accurale?
24 with David Wells? 24 A. To the best of my knowledge they're
25 A David Wells, I dont recall. 25 accurate.

Page 91 Page 93
1 Joseph Schnaier 1 Joseph Schnaier
2 Q. AII right.° And when was the last 2 O Okay.° Tum lo tab 2, pleasec This
3 time you spoke with Jim Sabo? 3 is Exhibit 4.
4 A I dont recall. 4 (Whereupon, at this lime, the
5 Q. Did you ever discuss1his lawsuit 5 reporter marked the above-mantinned
6 with Jim Sabo? 6 first amended complaint as
Defendants'
7 A To the best of my knowledge, I dont 7 Exhibit 4 for
8 think I did. 8 identification.)
9 Q. AII right.° What about Rebecca Sinn? 9 BY MR. ISSER
10 Have you diarnaand this lawsuit with Rebecca 10 a This is, for the record, the first
11 Sinn? 11 amended complant in this action.
12 A Also I dont recall. 12 Have you ever seen this document
13 Q. Did you discuss1his lawsuit with 13 before?
14 Sasha Edwards? 14 A I believe I did.
15 A Maybe just that there is a lawsuit, 15 Q And did you review it on or before
16 but nothing really1oo much about L 16 20189
May 23,
17 Q. And Carla Ortiz, have you discussed 17 A I believe so.° I dont recall,
18 this lawsuit with Caria Ortiz7 18 though, but I believe so.
19 A No, not that I know of. 19 a To the best of your knowledge, are
20 Q AII right.° Please open up tab 1. 20 the allegations in this dnrnment accurate?
21 MR. ISSER·° Please mark this as 21 A To the best of my knowledge, they're
22 Exhibit 3. 22 accurate.
23 (Whereupon, at this time, the 23 a Is any part not accurale?
24 reporter marked the above-rnanlinned 24 A I dont recalle I dont -10 the
nafandants'
25 complant as Exhibit 3 25 best of my knowledge, its accurale.

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 94 to 97

Page 94 Page 96
1 Joseph Schnaier 1 Joseph Schnaier
defendanls' -
2 Q. To the best of your knowledge - 2 for the record, its
plaintiIs'
3 A And my recollection, excuse me. 3 response 10dnmment
4 Q. To the best of your knowledge and 4 request.
5 recollection, is any part not accurale? 5 (Whereupon, at this lime, the
6 A To the best of my knnwIndga and 6 reporter marked the above-mentioned
plaintiIs'
7 ramllarfinn, its accurate. 7 response 10document
Dafandanin'
8 Q. Please turn lo lab 4. 8 request as Exhibit6 for
9 MR ISSER° Mark this, I guess, 9 identification.)
10 Exhibit 5. 10 BY MR ISSER
11 (Whereupon, at this time, the 11 Q Have you ever seen this document
12 reporter marked the above-rnanlinnad 12 before, Mr. Schnaier.
Plaintifs'
13 responses and nhiarfinna 13 MR WURTZEL:° Sony, what tab
14 10Defendant LiveXLive Media, Inc.'s 14 is this?
15 First set of interrogalories lo each 15 MR ISSER° Tab 4.° There are
16 Plaintif as nafandanis Exhbit 5 for 16 two lab 4s, I apologize.° Tab 4, not
17 identification.) 17 04. I apologize.
18 BY MR ISSER 18 O LiveXLive Media Inc.'s first set of
19 Q. For the record, this is the 19 document demands.
plaintiIs'
20 interrogalory s response in 20 Do you see that, Mr. Schnaier?
21 there.° PlaintiIs' responses and objections 21 A I do.
dafandanin'
22 10 LiveXLive Media's first set of 22 O Have you ever seen this document
23 interrogalories. 23 before?
24 Do you recognize this? 24 A I dont recall.
25 MR WURTZEL:° Do you mean lab 25 O You dont recall if you've seen it

Page 95 Page 97
1 Joseph Schnaier 1 Joseph Schnaier
2 3? 2 or you dont recall seeng it?
3 MR ISSER° I think its tab- 3 A I dont recall seeing it, but I
4 hold on, I pulled up the wrong 4 could have seen L
5 dnmrnant ° It is tab 3, yes, correct. 5 Q Did there come a lime when you
6 Sorry. 6 gathered documenis to provide lo your counsel
7 Q.° Do you recognize this dnmrnant? 7 10be produced in this lawsuil?
8 A Which one? 8 A Sure. Yes.
PlaintiIs'
9 Q. Tab 3. responses and 9 Q AII right.° And what steps did you
dafandanin'
10 objections10 hlerrogalories. 10 ake?
11 Is that your signature on the last 11 A Whalever my counsel advised me lo
12 page? 12 do, I did.
13 A Yes. 13 a Well, what steps did you lake lo
14 Q. Did you review this dnmrnant hninre 14 gather documenis?
15 you signed the last page? 15 A I believe I gave them access io my
16 A To the best of my remilarfinn, I 16 e-mails and they pulled them all out.° And
17 did. 17 anything that I had in hard cover, you know,
18 Q. To the best of your knnwIndga are 18 pretty much, whatever they asked me for, I
19 the slalemenIs mniakwl h these responses 19 gave them, 10the best of my ability.
20 accurale? 20 a We were dinrmning - you were aware
21 A To the best of my knowledge and 21 of the bushess of Wanlir*als, correct?
22 recollection, they are. 22 A Correct.
23 Q. AII right ° And please open up 23 a AII right.° And when I referio
24 Exhibit 4, please - tab 4, sorry. 24 Wantickels rm referring 10the business of
25 MR ISSER° This is 25 Wantickels.° There's Wantickels
entities,

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 98 to 101

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1 Joseph Schnaier 1 Joseph Schnaier
2 whatever it is, there's Danco, there's owners 2 amarriarl complante I wantio tum 10

3 of Wanticketsc You understand when I refer 3 paragraph 31.

4 10Wantickets, unless I say otherwise Ik 4 A 31?
5 referring 10Wantickds and all of ils 5 Q Yese It says, Wantickels was an
6 subsidiaries and alliliales. 6 event arketing and licketing platlorm for
7 Do you understand that? 7 nightlife events across the counby,
8 A Okay. 8 hcluding the Wynn and Hard Rock Hotels b
9 Q AII righte Now, what is - how 9 Las Vegas.
10 would you describe the business1hat 10 What1kne period is that referrirr
11 Wantickets perfom1s, the services it performs 11 1o?
12 or performed? 12 A My 31 is different than your 31.
13 A Its an online ticketing company 13 a You're on the nmarriarl complaint,
14 with a sort of marketing op. 14 which is lab 27
15 Q And you have either worked at or 15 A Oh, you1old me tab 4.
16 owned shares at Wangir*nin since 2014, 16 a Nor Tab 2.
17 correct? 17 A Okayc Ik on L
18 A Correct. 18 O What period is emininarl in
19 Q Now, if you could just pull up lab 19 paragraph 31 that I just read referrhg to?
20 5, please. 20 A From - this is probably, I mean,
21 MR. ISSER·° Mark this. 21 I not surec I dont recall.
22 (Whereupon, at this time, the 22 O Well, let me ask you this.
23 eporter marked the above-manlirmarl 23 Did Wantickds perform the services
Wantickds'
24 ownership structure as 24 it rinards for other companies besides Wynn
Defendants'
25 Exhibit 7 for 25 and Hard Rock?

Page 99 Page 101

1 Joseph Schnaier 1 Joseph Schnaier
2 identification.) 2 A Yes.
3 BY MR. ISSER 3 Q So why did you specifically mention
4 Q Have you ever seen this rirmment 4 providing services for Wynn in paragraph 31?
5 before?° Its the Wantickds' 5 A I dont unrlarnianr1the question,
ownership
6 structure, for the record. 6 sir.
7 A Okay. 7 Q Okayc Wantickets had a lot of
8 Q Have you ever seen this rirmment 8 different companies it was providing, again,
9 before? 9 marketing and lickding platform for
10 A I dont recall. 10 nighldub events too, conect?
11 Q Well, in looking at it, does this 11 A Correct.
12 accurately rellect the ownership structure of 12 a And you chose lo hclude these two
13 Wantickets between May 2014 through July 13, 13 specifically, expressly refer lo these two
14 2016, on the botlom from July 2016 on until 14 companies, correcl?
15 the sale of the LiveXLive? 15 A Correct.
16 A Surec I dont recall, but it looks 16 O Why did you choose Wynn as one of
17 corrects Actually - 11leave it alone, 17 the two companies you would referio in this
18 okay. 18 paragraph?
19 Q Is it correct - withdrawn. 19 A I dont recalle Ik not sure.
20 This r1rmment correctly reflects the 20 Maybe it was justino much 10list all of
21 ownershp structure of Wantickds on those 21 theme I dont knowe Ik speculating, I
22 two dales; is that accurale? 22 dont know.
23 A I believe soc To the best of my 23 a Well, was Wynn one of the more
24 recdlection, I believe so. 24 knpressive dienis, b your ophion?
25 Q Lefs go lo Exhibit 4, which is the 25 A I would say.

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 102 to 105

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. One of the bigger cHenls? 2 A We had differences of opinion.
3 A Probably, yes. 3 Q AII right° How did it come about
4 Q. Was one of the more nationally-known 4 that you - you eventuaIy became involved in
5 clenls? 5 Wantickels, b an investment with Wantickels,
6 A Possbly. 6 correcl?
7 Q. But justio be clear, when the asset 7 A Correct
8 purchase agreement was signed, Wantick4 was 8 Q And how did it come about that you
9 no longer providhg these services for Wynn; 9 Mvested in Wantirkats?
10 is that correct? 10 A I was introduced 10the company by
11 A When the asset purchase - when we 11 I knew b New York who Mtroduced me
12 signed with LiveX? 12 10Barak and Diego, and they inhrrimmi me 10
13 Q. Yes. 13 the River North Group.
14 A No.° Wynn was no longer a customer. 14 Q And if you look at paragraph 35, it
15 Q. Do you know when Wantirkats was 15 says, Laler in 2015, Mr. Schnaier put
16 formed? 16 logether an Mvestor group, and it goes on,
17 A I dont recall, hid mrnatirne - it 17 and you bought out Gamwant and RNG.
18 says here 1999. So mrnatirne around then. 18 How much did you pay lo buy out
19 Q. And were you involved in Wantickels 19 Barak and RNG7
20 when it was formed? 20 A This was in 2014, not 2015.
21 A No, I wasnt. 21 O Yes.
22 Q. And in paragraph 33 of the 22 A Can you repeat the question, please?
23 complaint, you say, Schurr sold a majority of 23 a In 2014, you and an Mvestor group
24 his bleresls in Wantickaln to River North 24 purchased Wantickels, correct?
Group.° And you mention how A Correct
25 many employees 25

Page 103 Page 105

1 Joseph Schnaier 1 Joseph Schnaier
2 and profils Wantickels had. 2 Q And how much did you personaly
3 How do you know thats true?° Were 3 Mvest in this purchase?
4 you involved in Wantickets in 20077 4 A I dont recaH exactly, but I dont
A No. know.° I think the investor
5 5 group put up the
6 Q. So how do you know the information 6 money.
7 in paragraph 33 is accurale? 7 Q How much was it purchased for?° How
8 A Because that was the Mfom1ation 8 much money did the investor group pay for the
9 given 10 us, lo the best of my recoHection, 9 purchase?
10 durhg the due dHigence phase when we 10 A Approximately, 13 plus milion.
11 acquired Wantickels the first lime. 11 Q And did you put any money MIo it?
12 Q. Do you know who Barak Schurr is? 12 A I dont recal.
13 A Yes. 13 a And did you - who was in the
14 Q. Do you get along with him? 14 Mvestor group?
15 A I mean, at times yes and at times 15 A I had a family that I knew for many
16 no. 16 years priorio that
17 Q. Lefs say before July of 2016 did 17 Q What family was that?
18 you get along Barak Schurr? 18 A The Chehabar family.
19 A Before 20167 19 a And did you go lo them with this
20 Q. Before July of 2016.° 11represent 20 potential investment opportunity or did they
21 10you that thats when he was larmhated 21 approach you?
22 from Wantirkata 22 A I beHeve I went lo them.
23 A Yes.° By the lime he was tarrninatari, 23 a So you learned of the Wantickels
24 we werent getting along. 24 opportunity and you went10 the Chehabars io
25 Q. Why nol? 25 Mvest with you?

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 106 to 109

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR WURTZEL:° Objection 10 2 Q Did he eventually - go on.
3 form. 3 A I raised it on my own.
4 A Actually, I dont recall exactly but 4 Q Did he sue you b connection with
5 here may have been someone in between that 5 the services he Iried 10provide?
6 spoke lo one of the famiy membam ° And then 6 A Yes.
7 they came lo me. So maybe I didnt go lo 7 Q And whai happened with that - what
8 them originally. 8 was the result of that lawsuil?
9 Q. So they were the first - they 9 A He claimed that even though he
10 located the Wantickets Mvestment 10 didnt raise the money and didnt get it
11 opportunity? 11 done, he said that the way the agreement was
12 A No, I located the Wantickels, and I 12 wrillen, that he was deservhg of a fee
13 believe there was m. a person b 13 regardless.
14 between that I spoke 10about it ° And he may 14 Q And what was the mnr±minn of that
15 have mentioned itio one of the family 15 lawsuit?
16 membam and then brought them, I guess.° They 16 A I disagreed, we went lo arbitration.
17 came lo me.° I knew them for years. 17 And he won an award in arbitmlinn
18 Q. And how much money did you say you 18 Q How muchdan award?
19 contributed 10the purchase? 19 A I dont recall.
20 A I dont recall.° They put up almost 20 a So the arhilminrs - withdrawn.
21 all of it or maybe all of L 21 Was that award ever paid?° Did you
22 Q. Is it possble you didnt put any 22 ever pay that award?
23 money inlo the purchase? 23 A It was settled.
24 A Yes. 24 O IYn sorry?
25 Q. But you wound up owning six percent 25 A Yes, we settled.

Page 107 Page 109

1 Joseph Schnaier 1 Joseph Schnaier
2 dWantickets, correcl? 2 Q Thafs not my questione Did you pay
3 A Thats correct. 3 the award?
4 Q So why did you - if you didnt put 4 A Yes.
5 any money inlo the purchase or very lillie 5 MR WURTZEL:° Hold one Just
6 money, why did you get a six-percent 6 objection lo the form on the last
7 ownership interest? 7 question.
8 MR WURTZEL:° Objection10 8 MR ISSER° We request aH
9 form. 9 documents conceming the payment -
10 A I believe because I brought the 10 we request1he award and payment of
11 - that awarri
company and they wanted me lo I was going 11
12 to be the one managing L 12 MR WURTZEL:° We¶ lake it
13 Q And do you know who Jeff Singer is? 13 under arivinament
14 A I do. 14 BY MR ISSER
15 Q Who is he? 15 O The law firm Miniz Levhe, did they
16 A A broker from our firm. 16 represent you h the transaction once you
17 Q And was he involved h this 17 acqured Wantickels?
18 acquisition?° Did he provide services in 18 A Yes.
19 connection with this acquisition of 19 a Did you say yes?
20 Wantickels? 20 A I said yes.
21 A He tried. 21 O And did you pay - did Miniz Levine
22 Q What does that mann? 22 sue you for unpaid legal fees b connection
23 A It means he tried 10put the 23 with their reprnnantatinn with the
24 money -10 help me raise the money and it 24 transaction?
25 didnt work out. 25 A Yes, they did.

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 110 to 113

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. And they oblained a judgment aganst 2 an award.
3 you for those legal fees? 3 Let me get this straight, he knows
4 A I believe soc Only because I signed 4 he did not do anything 10 help do what he was
5 a personal guaranlee, because we had a 5 supposed 10do 10get the feec So he got
6 diAierence of opinion of who owed the legal 6 that, line.
7 feese And I felt bad, I ending up signing a 7 As far as the legal fees, there was
8 personal guarantee for L 8 a disagreement on who should pay the fee, the
9 Q Who did you think owed the legal 9 legal feese And because I didnt wantio
10 fees? 10 leave them hanging, I personally signed for
11 A The companye The company, 11 it° And I did that b good failh.

12 Wantirkata should have paid the legal fees. 12 O But the fact remains, they werent
13 Q In lab 5, which is the ownership 13 paid There was an award against your It's
14 structure, which is Exhibit 7, I believe, 14 your position the award against you in the
15 which company did you thhk should have paid 15 Jeff Singer case was wrongly decided, the
16 the legal fees? 16 legal fees case aganst Mintz Levine you
17 A rm not sure, I dont recall. I 17 shouldnt have been liable for, and, in
18 signed personally anyway because I felt 18 addition, the hearing paners decision in
19 responsiblec I felt bad, and I ended up 19 FINRA, which was Exhibit 2, was also wrongly
20 signing. 20 decidedc Is that your position?
21 Q Well, let me just make sure, I want 21 MR. WURTZEL:° Objection10
22 10be clear. 22 form.
23 You wound up with this $13 milion 23 a You can answer.
24 or some odd 13 milion dollars b 24 A I gave you my answer
25 mnnidaratinn was paid for the Mvestment 25 O They were all wrongly decided or

Page 111 Page 113

1 Joseph Schnaier 1 Joseph Schnaier
not?° I dont know that I
2 group lo acqure Wantickata You did not 2 they were
3 mnIribute any money 10that acquisition. 3 undersland your answer.
4 The investment - the banker who you hired 10 4 A IYnnot here to judge wrong and
5 help raise money sued you and oblamed an 5 right, but they were decided so wel lake it
6 award against you, because he wasnt paid. 6 as that.
7 The law lirm that reprananted you in 7 Q Why didnt you produce the documenis
8 mnnarfinn with this transaction wasnt paid, 8 conceming the1ransaction by which Gamwant
9 and sued you and obtained a judgrnant against 9 purchased Wantickels?
10 you in connection with this transactione And 10 A Excuse me?
11 you wound up with six percent of Wantickels 11 O Why didnt you produce the
12 after not contributing any money and not 12 transaction dnmrnanin - withdrawn.
13 payng the people that helped you in the 13 When Gamwant purchanad Wantickels
14 trannarfinn 14 were agreements signed between Mr. Schurr's
15 Is there any part of that statement 15 Mvestment group - withdr= between RNG
16 thats not accurale? 16 and the inveslor group or Ganwant?
17 MR. WURTZEL: Objection 10 17 A Yes, closing dnmrnanin
18 forme Mincharacterizes the 18 O And why werent those closhg
19 lestimony. 19 documenls produced in this case?
20 A Jeff Singer never performed and 20 MR. WURTZEL:° Objection.
21 didnt raine not one penny for helping me 21 Objection 10forme l think you're -
22 finance the deale Itjust happened that he 22 I think they weree But - well, IYn
23 put in the agreement or the way it was read 23 objecthg 10the assumption
24 10the arbitralors or the way the agreement 24 undariving the question.
25 was read, I ended up - he ended up getthg 25 a Do you have those closing dnmrnantn?

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 114 to 117

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1 Joseph Schnaier 1 Joseph Schnaier
2 A I believe so. 2 A I dont recall.
3 MR ISSER° We request 3 Q Did Wantickels ever - did
4 production of them, because I dont 4 Wantickels make any net profit since 2014
5 have them. 5 when you became involved?
6 MR WURTZEL:° We¶ lake it 6 A Possibler I dont recall.
7 under advisement. 7 Q It's possible1hat Wantickels made a
8 MR ISSER° You just said they 8 profit?
9 were produced. 9 A It's possblec I really dont
10 MR WURTZEL:° fm looking at 10 recalle I dont recalle I dont wantio
plahtiffs'
11 your tab 6, which has a 11 give you the wrong hformation.
12 Bales stamp on L 12 a Well, you - all right, let's look
13 MR ISSER° Which is not the 13 at number 7.
14 4rannadinn documenls between Gamwant 14 It says, From the day hereof through
15 or the inveslor group and RNG. 15 the dale that is 180 days from the date
16 BY MR ISSER 16 hereof Joseph Schnaier shall have an option
17 Q Please open lab 6. 17 10purchase an additional 17 percent.
18 MR ISSER° For the court 18 Did you ever exercise that option b
19 reporler, please mark thisc I assume 19 whole or in part?
20 it is Exhibit 8. 20 A No.
21 (Whereupon, at this time, the 21 Q Look at section 92 It says, Joseph
22 reporter marked the above-mentioned 22 Schnaier arknnuladges that he is hdebted 10
23 Gideon Awd Management LLC letler as 23 Isaac Chehabar an amount equal lo $300,000.
nafandanis'
24 Exhibit 8 for 24 Why did you owe him this money?
25 identification.) 25 A I dont remembere I dont recall.

Page 115 Page 117

1 Joseph Schnaier 1 Joseph Schnaier
2 BY MR ISSER 2 Q Do you know if you were paid this
3 Q Tab 6, which is Exhbit 8 is a 3 money?

4 letter from Gideon Awd Management LLC lo 4 A I dont recall.

5 Joseph Schnaier, dated May 8, 2014. 5 Q Do you know if Mr. Chehabar ever
6 Do you recognize1his document, Mr. 6 purchased shares from you because of the
7 Schnaier? 7 nonpayment, as set forth in section 9?
8 A I dont really recall L 8 A I dont believe he purchanad shares
9 Q Well, is that your signature on the 9 from mer I dont recall.
10 last page? 10 a And you dont know that you paid the
11 A Yes, it is. 11 $300,000, correct?
12 Q And this is an agreement between you 12 A No, I dnnt rarnamber what it was
13 and Gideon Awd Management, correcI? 13 for, sony.
14 A I believe so. 14 Q Number 10 - well, but thats a
15 Q And how did this agreement come 15 diBerent question.
16 about? 16 Do you dispule that you owed him
17 A To the best of my recollection, it 17 $300,000?
18 was negotialed with all parties. 18 A IYnnot disputing that.
19 Q Okay. Read section 62 It says you 19 a Okayc You signed this dnmrnard
20 will have a $300,000 annual salary payable 20 correct?
21 bi-weekly to be reduced10 250,000 if 21 A IYnnot disputing L
22 Wantickels dnanni maka lhe minimum of 22 O Number 10, it says, Joseph Schnaier
23 2,050,000 net profit. 23 shall pay Gideon $150,000fee for ils
24 Did you ever receive the full 24 services in annnadinn with the purchase of
25 $300,000 salary? 25 RNG.

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
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1 Joseph Schnaier 1 Joseph Schnaier
2 Did you ever pay any of thnt mnnay? 2 MR WURTZEL:° Objection 10
3 A I dont recall. 3 fam1. He lestified that he doesnt
4 Q. And what services did they provide? 4 her

5 A To the best of my rannilarfinn, they 5 Q AII right.° If you would look now,
6 were supposed 10make inirnrfurfinna for 6 you aHege in paragraph - paragraph 33 of
7 licketing and stuff. 7 the amended complaint, which is Exhbit 4 -
8 Q. And you dont remember if you paid 8 rm sony, the arnanrlarl complaint was I thhk
9 Gideon 150,000 or Isaac Chehabar the 9 lab 4.
10 $300,0007 10 MR WURTZEL:° Tab 2 was the
11 A I dont remember.° I didnt. 11 amended complaint.
12 Q. Is there a lot of debts that you 12 MR ISSER·° rm sony.° Tab 2.
13 often dont pay that you're not sure which 13 a Do you see in paragraph 33, you
14 ones you did and which ones you havent? 14 allege that in 2010 Wantickels had 40
15 MR WURTZEL: Objection 10 15 employees and was generating 45 milion -
16 form. 16 and was generating between 500,000 and one
17 A I only recall those1wo debIs. 17 million dollars of annual profils?
18 Q. Well, is a $300,000 debt a large 18 A Where are we looking?
19 debt? 19 a Paragraph 33.
20 A Well, this wasnt me parannallv 20 A Okay, I see L
21 This was - actually, it says it's 21 Q AII right.° How do you know that
22 Wantir*ata but it says Joseph Schnaier - 22 Wantickels had 40 employees and profils
23 because I was managing Wantickels. 23 between 500,000 and a million dollars?
24 I really - I dont recall if they 24 A I believe it was based on, 10the
25 were paid or not. 25 best of my ramilarfinn, it was based on the

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. This is before you bought 2 due diligence we received.
3 Wantickelse This is dated May 8, 2015. This 3 Q Now, b paragraph 36 of the
4 is when you're buyhg L 4 complaint, you allege, Mr. Schnaier served as
5 MR WURTZEL:° Nor 2014. 5 Wantickels's CEO and he anntinuarl to grow
6 A I bought it in 2014. 6 Wantickelse Indeed in May 2016 Wantir*ain
7 Q I understand that. 7 had an, approximately, 2010 25 employees.
8 This says - the first line says, in 8 Is it accurage that you were the CEO
9 mnnarfinn with the consummation of the 9 of Wantickels before May 20169
10 purchase of all the assets of RNGe So this 10 A Before May 20169
11 is part of the purchase, correct? 11 O Beforec Before May 2016.
12 A It looks like there was an agreement 12 A No, I had a different title. I
13 priorio the purchase of what was supposed - 13 think I was -10 the best of my
14 what was going 10be done. 14 recollection, I was president.
15 Q So, wait, Ijust wantio be clear. 15 a AII righte So paragraph 36 is
16 Paragraph 9, its a personal debt of 16 haccurale when it says as CEO you grew
17 yours10 Isaac Chehabar, thats what it says, 17 Wantickels in May 2016?
18 correct? 18 A In 2016 I became CEO.
19 A Yes. 19 a And now it says, so whether this -
20 Q And rm asking you, is that a large 20 what was your rnanagarnant role in Wantickels
21 personal debt of 300- do you have a lot of 21 between the acquisition from RNG in 2014 and
22 debis lo people b the $300,000 range? 22 May 2016?
23 A Not that I know of, no. 23 A Like I said, 10the best of my
24 Q So wouldnt you remember whether you 24 rannllarfinn, I think I was - I had the
25 repaid the $300,000 debl? 25 president litle.

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FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 Q Well, what was Barak Schurts title? 2 you mntinu ed 10grow the bushess from 2014
3 A I think he was also president 3 102016?
4 Q So its haccurage in the complant 4 A Well, in -
5 at paragraph 36 where it claims you were the 5 Q You have10 let me finish the
6 CEO2 6 question.
7 MR WURTZEL:° Objection10 7 rm asking you, how did Wantickels
8 form. 8 grow as a business b 201410 May of 20167
9 A I was CEO starting 2016. 9 A We were planning on starting this
10 Q And is it your belief that 10 sealed licketing software producL° And that,
11 Wantickels grew between 2014 and 20167 11 along with our original, you know, existing
12 A Grew? 12 business, and we were looking 10build out
13 Q Well, you say - this is your 13 our marketing group, which was hannmbg
14 complaint° You onnibund 10grow Wantickets. 14 really nicer We were getting stronger and
15 Indeed by May 2016 it had apprrwimminlv 2010 15 stronger on social mediac So we - it was
25 employees. -
16 16 getting 10be something really it was
17 So rm asking you, is it your 17 growng.
18 opinion that Wanticknin grew from when you 18 O Well, the tickels, wasn't that
19 became president or co-president or involved 19 smmathbe that you starting working on aRer
20 with Wantickels, 10 May 2016, that Wantickels 20 you acquired majority blerest in Wantickets?
21 grew? 21 A Nor Thafs something I started
22 MR WURTZEL: Objection 10 22 pushhg hard after I became CEO b 2016.
23 form. 23 a Right° Ailer you acquired majority
24 A I believe we were growing. 24 blerest, correct?
25 Q Well, it had 40 employees b 2010, 25 A Right° But that was already being

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1 Joseph Schnaier 1 Joseph Schnaier
2 correcl? At some pnkt hnfnrn you became 2 worked on already priorio that.
3 involved, rather, correct? 3 Q So you had plans for Wantickels io
4 A Yes, but they had 10do some deanup 4 grow by May of 20162 In what ways had
5 work There was an office in Canada that 5 Wantickels - withdrawn.
6 they got rid of some employees and stuff like 6 A They were -
7 that 7 Q Withdrawne There's no question
8 Q Right, but before you became 8 pendhg.
9 involved, there were 40employees and by May 9 Were you ever removed from your
10 of 2016, there were 201025 employeese So 10 position as co-president of WanlicknIn?
11 thats not growing, is it? 11 A Yes.
12 A No, but we were shutthg down - 12 O When was that?
13 MR WURTZEL: Objection10 13 A I believe it was - I dnn'Iracall
14 form. 14 the exact date.
15 A We had 10shut down Canadac They 15 Q Give me an approximate date.
16 were getting rid of some employees in Canada. 16 MR WURTZEL:° Steve, are you
17 -
They shut down the Canadian operation so that 17 1alkhg about before the APA or
18 took away a bunch of employeese And there 18 MR ISSER° Yes.
19 were some other layoffs that turned down, you 19 MR WURTZEL:° - or at any
20 know, that was not necessary. 20 time?
21 Q Those were all decranning, though. 21 MR ISSER° Nor I am1alking
22 How did it continue10 grow? 22 ahmut hninrn the APA° When he was

23 A Well, we believe1hat the business 23 co-president

24 was in the process of growing. 24 A I dont har the exact date. I
fact·
25 Q Well, how did it, b you say 25 don't wantio just throw dates at you.

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 Q Well, was it b February of 2016? 2 So lo the extent you were already
3 A Thats possible. 3 1alking with Rob Blin when you were removed
4 Q If I say any date, would it be 4 as manager - wiltrirawn - removed from your
5 possible - rm askhg you what your best- 5 position at Wantickats, did you lell Rob you
6 A Noc It could be around that time, 6 had been removed?
7 rm not disagreeng. 7 A I rinn't rarall thatc Its possible
8 Q Who removed you? 8 I did.
9 A Jojo Chehabar. 9 Q Were you ever locked out of
10 Q And why were you removed? 10 Wantickels's database or computer system or
11 A We had a disagreement on where the 11 e-mail account?
12 company was going. 12 MR. WURTZEL:° Objection10
13 Q And so he removed you? 13 form.
14 A I believe so, yes. 14 A Nor Just - not that I know of.
15 Q So if we look at Exhibit 8, which is 15 O Nor Well, when you were removed -
16 lab6 look at paragraph 52 It says, Joseph 16 A Ailer they terrninatori my contract or
17 Schnaier can be larrninatori from his position 17 me, they probably shut down the e-mail.
18 for cause as delhed b the employment 18 O Were you ever accused of using a
agreemenIs of Barak Schurr and Diego Carlin. - Wantickets'
19 19 company company money for
20 So did he have cause lo remove you 20 personal expenses?
21 from your position? 21 A No, I dont recall that at all.
22 A I dont recall any cause. 22 Q No, that never came up?
23 Q Did you have any authority 10act on 23 A Not that I recall.
24 behalf of Wantirkats aAer you were removed 24 O AII righte Turning back lo growing
25 from your position? 25 of Wantickels.

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1 Joseph Schnaier 1 Joseph Schnaier
Wantirkats'
2 A After?° No, I was just a 2 Do you know whether
3 shareholder. 3 inancial condition increased or riarraanari
4 Q Okaye But did you negotiate with 4 between your investment in 2014 and 2016 -
5 Rob or LiveXLive after you were removed? 5 wiltrirawn?
6 A I dont recall. 6 In 2016 you acquired majority
7 Q You dont recall whether you did or 7 Harant in Wantickels, correct?

8 didnt? 8 A Correct
9 A Yeah, I dont think I dide I dont 9 Q It was a company you mntrnlIsri
10 think so. 10 correcl?
11 Q Well, did you know Rob - did you 11 A Correct.
12 1ellRob that you had been removed? 12 a So between 2014 when you first
13 A I dont know if we were even b 13 became involved in Wantickels and was
14 conversation about it ° I dont recall. 14 co-praniriant anri acquring the majority
Wantickets'
15 Q Do you think you were removed in 15 blerest, do you know if
16 2015 or 2016? 16 linancial condition got better or worse?
17 A I think it was at the end of '15, 17 A I believe it got a little wome.
-
18 beghning of '16 I honestly dont rarnarnhar 18 Q Okayc Turn lo lab 10, please.
19 the date. 19 (Whereupon, at this time, the
20 Q AII right ° But lets say end of 20 reporter marked the above-rnantinnari
21 '15, beghning of '162 If you look at 21 prolit and loss alaternant as
nalanriants'
22 paragraph 41 of the amended complaints, you 22 Exhibit 9 for
23 say, Blin's pitch, which he delivered on 23 iriantificatinn )
ISSER·
24 multiple occasions beginnhg in the second 24 BY MR.
25 half of 2015. 25 a This is a profit and loss statement

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 of Wantirkata for July 2014 through June 2 O I mean, you were co-president during
3 2015. 3 this time period, though, correcl?
4 Do you recognize1his r1rnimant, Mr. 4 A I dont recaH1hat happening.° t
5 Schnaier? 5 might have.
6 A No, I dont recall this document. 6 Q Well, when you were co-president,
7 Q. Do you know if this r1rmmant in 7 did you have information conceming
8 accurate? 8 Wantirkaln's profils and losses?

9 A I dont know. 9 A Of course.

10 Q. Well, according 10this rirmmant. 10 a Do you have any reason 10dispute
11 Wantickels lost over $150,000 for the 11 the accuracy of these two profit and loss
12 one-year period July 201410 July 2015. This 12 slalemenls?
13 is the year you look over as co-president. 13 A I dont have any reason, but I dont
14 Do you know if thafs accurale? 14 know where this came from so I couldnt lell
15 A That is, but they didnt - the loss 15 you.
16 was - a lot of it was sucked up by salaries 16 a Well, does this refresh your
17 from RNG and stuff Ike that.° t was - in 17 recollection whether Wantickels did worse
18 reality it was profilable. 18 after you stepped in in 2014?
19 Q. AII right So lets look at the 19 A If Wantickets lost $100,3037
20 next year. 20 a Yes.
21 Turn lo lab 11, please. 21 A t looks Ike L° It could be true.
22 (Whereupon, at this time, the 22 O Well, let me ask you this.° The year
23 eporter marked the above-mantinnari 23 before you acquired Wantickets, did it make
24 profit and loss slalement as 24 money or lose money?
nafanrianin'
25 Exhibit 10 for 25 A t was right -10 the best of my

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1 Joseph Schnaier 1 Joseph Schnaier
2 irlantilirmlinn ) 2 recollection, it was right around, I think,
3 BY MR ISSER 3 they made a litlle bit of money or I dont
Q.° This is the prolit and loss
4 4 recall, honestly, I rinnirarnil
5 statamant for Wantickels July 2015 through 5 Q But it definilely started losing
6 June 2016. This is the next year. 6 money after you got involved, correcl?
7 A What tab is this? 7 MR WURTZEL:° Objection to
8 Q. 11. Have you ever seen this 8 form.
9 document? 9 A I wouldnt say that.
10 A I dont recall this, no. 10 a Do you think it had a profilable
11 Q. Do you know if its accurate? 11 year?
12 A I dont know. 12 MR WURTZEL:° Objection10
13 Q. According 10this document, 13 form.
14 Wantickets lost over $100,000 for this year; 14 A Irinni knr= ° fve been in bushess
15 is that correcl? 15 for quile a while.
16 MR WURTZEL: Objection 10 16 Q No, aller you got involved.° Since
17 form. 17 2014, has Wantickets ever earned a profit for
18 A Its possible. 18 a one-year period?
19 Q. Its possible? 19 A We havent - I dont believe we've
20 A Yes. 20 shown a profit.
21 Q. And gross firkat nalas fell from 28 21 O So its lost money every year since
22 million in July 201410 201510 16 milion. 22 you've been involved, correct?
23 Do you know if thafs accurate, the 16 23 A I mean, it looks like L I
24 million in 201510 July 20169 24 wouldnt - I cantlell you by this
25 A I dont know if thats accurale. 25 document.

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 134 to 137

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Well, the years that you were - you 2 belore you got Mvolved, correcI?
3 became CEO, not by this drmmant, rm asking 3 A They½ been around many years.° So
4 your You were co-panidant and then you 4 its possible they made a profit, you know,
5 became CEO after you acqured a majority 5 through those years.
6 irderest, correct? 6 Q Well, they were involved - they
7 A Correct. 7 formed b 1999, right, and you got involved
8 Q. So except for the period you were 8 b 20142 You know how many yearse You
9 removed as co-president, you had a manager 9 allege in the complant, they made a profit
10 position at Wardickels since 2014, correcI? 10 of 500,00010 one million dollars, correct?
11 A Correct. 11 A rm sure there are - lo the best of
12 MR WURTZEL: Objection 10 12 my ramllarfinn, there are years that they
13 form. 13 made a profit.
14 Q And it Irst mnnav every one of those 14 O Now, in the summer of 2016, you
15 years, correct? 15 bought out - you intranned your ownershp
16 A Well, it looks Ike in 2015 it lost 16 percenlage of Wantickels, correcl?
17 103,000, correct? 17 A Thafs correct.
18 Q rm asking, did it lose money every 18 O And were agreemenls signed 10
19 year shoe you became involved in 2014? 19 herease your ownership parmntaga?
20 A If, lets say, we lost 103,000 for 20 A What do you mean?
21 the year, I mean, we lost a little bit of 21 O Well, you prrhanad Gamwant?
22 money, but no - LiveXLive loses eight and a 22 A Correct.
23 half milion dollars a quarter, 30 million 23 a And you prrhanad Gamwants irderest
24 dollars - 24 h the company that you formed, correct?
25 Q I didnt ask you about LiveXLive. 25 A Correct.

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1 Joseph Schnaier 1 Joseph Schnaier
2 The question is simple. 2 Q Were there any contracIs or
3 Mr. Schnaier, just listen 10the 3 agreements signed between Gamwant and that
4 question. 4 company whereby Gamwants ownershp blerest
5 Is it true that since 2014 when you 5 b Wantickels was transferred 10you?
6 became Mvolved with Wantirkats, it has lost 6 A I believe so.
7 money every year or not? 7 Q And why werent those drmmanls
8 A To the best of my rmmllarfinn, its 8 produced?

9 possible. 9 MR WURTZEL:° Objection 10

10 Q Its possible? 10 form.
11 A Its possible, yes. 11 a You can answer.
12 Q So you think its possble 12 A I dont know.
13 Wantickels had a profit one year while you 13 a Did you have those drmmanIn?
14 were CEO and presiderd? 14 A I believe I did.
15 A Depending on how, you know, they did 15 MR ISSER° AII righte We call
16 the exlent - I dont remembere Honestly, I 16 for production of those drmmanIn
17 dont recalle I have10 see the numbers. 17 MR WURTZEL:° We¶ lake it
18 Q Let me ask you thisc On any of the 18 under advinament, 10the extent it
19 financial information provided 10LiveXLive 19 wasnt produced.
20 concerning the asset purchase agreement, did 20 MR ISSER° Well, I couldnt
21 any of that show that Wantickels had a profit 21 find them.
22 for a longer period? 22 O How much did you pay - rm sony,
23 A rd have10 go back and look at it, 23 if you look at the ownership structure that
24 I dont recall. 24 was, we've previously discussed, you acquired
25 Q Well, Wantickets was makhg a profit 25 90 percent - 90 percent blerest - rm

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 sony, 94 parrant interant in Wantickels 2 MR WURTZEL:° Hold on, rm
pursuantio this - wilbrhawn Slave.° You
3 3 sony, asked, I think,
4 Aller this agreement was signed, you 4 4wo separate questions.° Its not
5 owned an 84 percent interest in Wantickets - 5 deario me which one he anawarnd
wilhdrawn.° Give me a
6 second, rm confusing 6 You asked how was the price
7 myself. 7 determined and then you asked how did
8 Aller this frannarfinn, in the 8 he evaluate the company.
9 summer of 2016 you owned 90 percent of 9 MR ISSER° Lefs back up.
10 Wantickels, correct? 10 MR WURTZEL:° It wasn't dear
11 MR WURTZEL: Objection. 11 10me which one Mr. Schnaier
12 drectly?
You're1alking about 12 answered.
13 -
Q. When I say you thats a very good 13 BY MR ISSER
14 point. 14 a In enterhg inlo the transaction 10
15 Danco Enterprises LLC was formed by 15 acqure 90 percent of Wantickels, did you
16 you for this trannarsinn, correct? 16 come10 a conclusion as io what the value of
17 A Correct. 17 Wantickels was?
18 Q. And you own 100 percent inlarnst in 18 A Yes.° I believe the value was more
19 Danco, correct? 19 than the 13 million that we paid originally
20 A Yes. 20 for L
21 Q. And Danco purchanad 84 percent of 21 O And how did you determine
22 Wantir*ats from Gamwant, correct? 22 Wantickels's value?
23 A Correct.° I believe so, 10the best 23 A Based on some of the plans we had
24 of my recollection, yes. 24 for growing out the company.
25 Q. Well, whoever held the Wantickels 25 O Are you referring 10the seated

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1 Joseph Schnaier 1 Joseph Schnaier
2 interest, correct? 2 licket?
3 A Yes. 3 A The sealed licketing platfom1was a
4 Q. So the 6 percent you already owned 4 big part of it as well as the marketing arm
5 you ended up with between you and Danco, 90 5 that we were building that, you know,
6 percent of Wantickels was owned by you, the 6 diffarantiated us from our competilors.

7 companies you control charge, correct? 7 Q AII right.° Lefs tum lo tab 12.
8 A Correct. 8 (Whereupon, at this lime, the
9 Q. And how much money did you - when I 9 reporter marked the above-rnantinned
10 say you, for the purposes of this series of 10 draR membershp Mterest purchase
nafandants'
11 questions, when I say you, I mean Danco as 11 agreement as Exhibit 11
12 well. 12 for identification.)
13 So how much did you pay for 84 13 BY MR ISSER
14 percent of Wantickels in the summer of 20167 14 a Do you recognize1his document?
15 A To the best of my recollection, it 15 Its a drat marnharnhip interest purchase.
16 was anrnawhere around 5 milion. 16 Do you recognize1his document, Mr.
17 Q. AII right.° And how did you make - 17 Schnaier'?
18 how was that amount deterrninad? 18 A I don't recall this document.
19 A It was negotiated. 19 a Its a draR, but rm going 10ask
20 Q. How was Wantirints - how was 20 you lo tum10 the second page.° And it says
21 Wantir*als evaluated?° How did you value 21 this is the agreement by which you would
22 Wantickels at that firna7 22 acqure the 84 percent we've been discussing,
23 A I dont recall. 23 a draR of the agreement.° If you look at the
24 Q. AII righte Lefs tum 10tab 12 24 second page for emnirfarnlinn, it says
25 now. 25 $4,800,000.

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 Do you know if this was the final 2 possibility or was it somethhg you had
3 price? 3 decided 10do, 101ip it?
4 A I dont recall, but its possible. 4 A At what point?
5 Q. So if you purchased 84 percent of 5 Q When you acqured the majority
6 Wantickets for 4.8 million, 100 percent of 6 Herest.
7 the company would be worth $5,280,000, 7 A It was a possibility.° And if the
8 correcI? 8 offer made sense, then it would have - I
9 A If I purchased at that price, I 9 would have done L
10 guess so. 10 a When did you acquire the majority
11 Q. Or at least thats what the 11 Warant anmrding 10this?

12 Chahnhars or the people you were purchashg 12 A To the best of my recollection, it

13 it for thought, correct? 13 was July of 2016.
14 A Yes, I guess. 14 O Okayc Now, open uplab 13, please.
15 MR. WURTZEL: Objectione Calls 15 (Whereupon, at this time, the
16 for lack of personal knrmladga 16 reporter marked the above-mentioned
Defendanls'
17 A I dont know what they thought. 17 complaint as Exhibit 12
18 Q. Well, do you know how the value was 18 for identification.)
19 dalarminad - this is right before you signed 19 BY MR. ISSER
20 the letter of intente This purchase was 20 a This is a complaint in the action
21 right before you signed the letler of Hent 21 Drovah Properties Limiled against Danco
22 with LiveXLive, correct? 22 Enterprises LLC.
23 A I knew that they wanled 10sell, get 23 Did you ever see this drmment, Mr.
24 out of that huninana ° And they were going 10 24 Schnaier'?
25 lake a deep discount10 do so. 25 A Yes, I have.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q Why did they wantio get out of the 2 Q AII righte Can you - now, you took
3 bushess? 3 out a loan from Drovah Properties and they
4 A It wasnt ther core businesse They 4 sued you for faling 10 repay the loan,
5 were involved in clothing and real estate 5 correcl?
6 really, and they werent really, you know. 6 A Thafs correct.
7 Q And if we look at Exhibit 11, at the 7 Q Now if you look at paragraph 6, it
8 time of this valuation, licket sales were 8 says, In 2016, natandant Schnaier approached
9 about $16 million for 2015102016, and the 9 an agent of the plaintiff in pursuit of a
10 bushess had lost 103,000, correcI? 10 loan.
11 A Is that all they lost was 103 on 11 Paragraph 7 then says, nafandant
12 that? Its possible, I dont knowc To the 12 Schnaier explained that he was allempthg 10
13 best of my knowledge. 13 complete a buy and fip tran=finn He,
14 Q When you acquired the majority 14 through Defendant Danco, would use the loan
15 interest from Wardirials, did you intend 10 15 10acqure one company, raliararmi here as
16 p Wantickels and immediatalv sell it? 16 Company 1, which he would fip Company 1 for
17 A It was delinitely spoken about. I 17 another company, rafaranmd hereh as Company
18 was considerhg L 18 2, for a $16,500,000 profit.
19 Q Just considering it? 19 Do you see that?
20 A Yeah, I mean, I spoke - I was in 20 A Yes.
21 1alkswith Rob Blin while I was planning on 21 O Did you explain that10 Drovah
22 doing it, and he excited me about his 22 Properties in 20189
23 companye And I thought it was - it was 23 A Its possible.
24 going 10be a good fit. 24 O This is Aprile This is before you
25 Q So it wasnt just - was it a 25 completed your trannarsinn 10acquire

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1 Joseph Schnaier 1 Joseph Schnaier
2 majority Herest 2 Q Well, this is before you entered
3 Is it true that you sought a loan 3 Ho the trannarsinn 10acquire majority
4 from Drovah10 pay the $4.8 million or 4 Herest which closed in July 2016, correcl?
5 whatever was paid 10acquire the majority 5 A Correct
6 interest in order io tip the company and 6 Q So you =t) st oonsidering

7 imrnarlialalv sell itio LiveXLive?° Is that 7 lipping.° You1old Drovah

that, Give me
8 what you 1oldDrovah? 8 money lo acquire a majority interest because
9 A Yes.° That was my consideration, but 9 I already have a deal lo tip Wantickels and
10 only if the deal was good from Loton Corp. 10 11be able to pay you back wilhin 90 days,
11 Q. Well, in paragraph 8 you say, Yes, 11 is that not accurate?
12 this deal is already nagnliatari and agreed 12 A It was a possbility at that time,
13 to, he stated on or about May 20, 2016. And, 13 yes.
14 yes, I will have this transaction finalized 14 O Well, it was a possibility - was it
15 and the loan paid off within a 90-day lerm. 15 a possibility - did you lell Drovah it was a
16 Did you say those things10 Drovah? 16 possbility or did you lell Drovah you had
17 A I believe so.° I dont recall, 17 already negotiated and agreed 10a final
18 though. 18 deal?
19 Q. So now on May 20th, between April 19 A I dont recall if I1old - I dont
20 2016 and May 20, 2016, you had already 20 recall. But it was definitely a pnanhililv
21 finalized the deal lo sell the LiveXLive and 21 O Let me ask you this.° In May 2016,
22 anticipated paying or the loan soon after. 22 were you still co-president of Wanlirialn?
23 Is that not what you1old Drovah? 23 A Nor I was not.
24 A What is this?° This is a year later'? 24 Q So what authority did you have10
25 Q. No.° This is May 20, 2016, before 25 negotiate with Rob and reach a deal that

Page 147 Page 149

1 Joseph Schnaier 1 Joseph Schnaier
2 you tinalized the majority interest° This is 2 would be negotiated and agreed 10at this
3 you seekhg a loan 10fund that acquisition, 3 time?
4 correcl? 4 A Because 10the best of my
5 A Yese I was seeking a loan 10fund 5 recollection, I was already speaking 10the
6 the acquisition of Wantickets, 10fund the 6 Chehabars, if I remember correctly, about
7 equity I didnt have, correct 7 buying out lheir equity.
8 Q. When you say the deal was already 8 Q Did you tell Rob that you were
9 negotiated and agreed to, you're discusshg 9 speaking 10the Chehabars shmid himbg out
10 the1ransaction with LiveXLive lo tip 10 their equity?
11 Wantickels, correct? 11 A I dont know what Ilold Rob.
12 A I dont recall that, but I believe 12 O Did you tell Rob that you no longer
13 it's possblec Es 2016, so Rob and I had 13 had the authority10 act for Wantickels
14 been in discussions, yes. 14 conceming a sale10 LiveXLive?
15 Q Right, but youte lelling Drovah, 15 A I mean, did I tell Rob - excuse me,
16 unless you dispute that, you told him on May 16 fm sony, I missed the question.
17 20, 2016, the deal is already negotiated and 17 Q Did you tell Rob - when you say
18 agreed 102And you told hrn you'd be able lo 18 this deal is already negotiated and agreed
19 pay or the loan b 90 days because you'd 19 10,while negotiathg and agreeing 10the
20 complele the tipc Is that accurate, what 20 deal with Rob lo sell Wantirkets 10
21 you 1oldDrovah on May 20, 2016? 21 LiveXLive, did you tell them that you didnt
22 MR. WURTZEL: Objection 10 22 have any authority at Wantickets to negotiale
23 form. 23 that deaP
24 A I dont knowc Es possible, I 24 A Nor I believe I was very candid
25 dont recall exactly the conversation. 25 with him about the relatinnnhip I had with

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 the Chahaharn and he knew - he pretly much 2 kicker, which shall consist of $1,250,000
3 knew what was going on. 3 worth of post acquisition shares b LiveX.
4 Q. So you Iold him that you had been 4 So clearly, LiveXLive is the company
5 removed as co-president of Wantickels? 5 we've been speaking about, that you were
6 A I dont recall that.° I believe - I 6 gong 10flp lo, correct?
7 dont recall.° frn sure I would have - he 7 A If it was gong 10 happen, it would
8 knew - he pretly much knew all of that. 8 have got the kicker, yes.
9 Q. Well, how would he know if you 9 Q Did they get the kicker'?
10 didnt tell hrn? 10 A Yes, they dide I gave them the
11 A Its possible I told him, I dont 11 kicker
12 recall. 12 a Did you default on the loan?° Did
13 Q. And is it possible you didnt tell 13 you ever pay Drovah back?
14 hrn? 14 MR WURTZEL:° Objection10
15 A Unlikely, but its possble. 15 form.
16 Q. And did you lell, when you 16 A I defaulted on the loan because Rob
17 negotiated the membershp purchase agreement 17 didn knap his word with me and I couldnt

18 with the Chehabars, did you tell them1hat 18 get liquid on the shares.
19 you had a deal lo flip Wantickets for 19 a And you bounced your checks 10
20 $16,500,000 purchase? 20 Drovah, correct?
21 A I dont recall what I1old them, but 21 MR WURTZEL:° Objection10
22 they knew I was going 10sell the company. I 22 form.
23 believe I lold theme I believe I told them. 23 a You can answer.
24 Q You believe you told them that you 24 MR WURTZEL:° I objectio the
25 had already negntiated and agreed 10a deal 25 characlerization of the term bounce.

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1 Joseph Schnaier 1 Joseph Schnaier
2 with LiveXLive, and LiveXLive - 2 MR ISSER° Okay.
3 A At that time - 3 Q Do you know what the term bounced
4 Q Let me finish the question. 4 checks means?
5 And LiveXLive would acquire the 5 A Yes.
6 company for $16,500,000 profit on what you 6 Q You wrote a check and you didnt
7 boughtiheir interest for? 7 have money in the account10 pay for the
8 A I dont recall speaking 10them 8 check when it was cashed, correct?
9 about thatc But they werent interested in 9 A Yese But that check wasnt meantio
10 any stock deals at that time. 10 be cashed.
11 Q If you just scroll down 10the note 11 O Really?° Lefs tum10 tab 13,
12 in the complant, Exhbit A, part of the same 12 please.
13 exhbit.° Is that your signature on the note? 13 A To my remilarfinn
14 A I believe so. 14 MR ISSER° rm sony, lab 14.
15 Q Its signed in two places as the 15 (Whereupon, at this time, the
16 guaranlar of Danco, correct? 16 reporter marked the above-rnnntinned
17 A Correct. 17 letter from Danco Enterprises as
Defendants'
18 Q And justio be clear, if you look at 18 Exhibit 13 for
19 page 4 of the note, which is paragraph 16, it 19 identification.)
20 says, Equity kickere Lender is Mformed that 20 BY MR ISSER
21 borrower is contemplathg a sale of the 21 O Tab 14 is two letters written on
22 company once the same is acquired by 22 Danco Enierprises, LLC stationery infinrhnad
23 hnrrnanr 10LiveXLiver Upon the sale and 23 one dated March 5, 2018 and one dated March
24 transfer of the company, lender shall be 24 10, 2018.
25 entitled 10receive from borrower and equity 25 Did you write these letters, Mr.

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 Schnaier? 2 correcl?
3 A Yes, I did. 3 A About a year and a half laler, aller
4 Q AII right ° And it says, Please be 4 the company said they were valued at one
5 advised - frst the letter of March 5th 5 thing and it was really overvalued because
6 says, Please be advised that repayment of the 6 Rob over Milaled everylhhg, and lied about
7 loan lo Danco Enierprises wil be gong out 7 the $100 million IPO, and then the stock was
8 on Wednesday, March 7th. 8 worth 300 parrmt inas, and he did a reveme
9 Did you ever send that wire? 9 on lap of that, which leR me wHh almost
10 A No. 10 nothing.
11 Q Okaye And the next page is July 11 Q So it was Rob's fault, I see.
12 10th It says, Altached is a check from 12 A Nor It's not - its Rob's fault
13 Danco for $11,900,0002 Please be advised 13 that he said his stock was worth 410 500
14 this is for ful payment of the loan 10Danco 14 milHonvaluation, and promised $100 miHon
15 that could be deposited on Warinaarlav, July 15 IPO, and then did a three-for-one reveme
16 18th. 16 slock split° And I had never seen a company
17 And then this char* hru marl. 17 probably in the hislory that the same time
18 correcI? 18 they did a three-for-one reveme slock split,
19 MR. WURTZEL: Objection10 19 which should be dollar for dollar, ended up
20 form. 20 getting lowered by 300 percente Because from
21 A Yesc But there was conversations 21 my unriarnianriing, the company wasnt worth
22 aRer that with Drovah that it wasnt 22 what he said it was worthe And he was trying
23 supposed 10be deposited. 23 10,Iguess, he thought he was smarter than
24 Q Did you ever pay Drovah the amount 24 everyone else.
25 of money it was owed on the loan? 25 O WeH, when you invested b LiveXLive

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1 Joseph Schnaier 1 Joseph Schnaier
2 A No Because Rob screwed me with the 2 and did the APA, what steps did you do lo
3 sharese I wasnt able to getrud harsu ma he 3 determine the value of LiveXLive stock?
4 defrauded me. 4 A Based on what he1old me and sent me
5 Q The answer is, no, you never paid 5 on e-mails, and I spoke lo the CFO, and
6 Drovah, did you? 6 promises that Bank of Montreal did all their
7 A The answer is no, because Rob 7 due diHgence, and even put a press release
8 clarraurlarl mer Rob EHinand LiveXLive. 8 out that they were going 10do the IPO, I
9 Q I understand it is Rob's faulic And 9 think, between 12 and $14 a sharec And it
10 this complaintihat Drrwah filed, what is the 10 was gong to be 10010 125 milion.
11 status of tbat inwnuit? 11 He said the deal was signed with
12 A Its in process. 12 Bank of Montreal, which I found out later
13 Q And just out of curiosity, why is it 13 wasnt truec There wasnt anything signed
14 Rob's fault you couldnt pay Drovah? 14 and donec They never got the IPO done, even
15 A He made commitmenls and promises 15 though he said it wouldc And the next thing
16 priorio closing the acquisition and 10taly, 16 I know is, he did that three-for-one reverse
17 totaHy Hedand clafraurlarl me aller that. 17 that was supposed io be just instead of 510
18 Q Well, but how did that - I dont 18 15, it ended up being worth $4 which1urned
19 unriarnianri Be specific. 19 my shares into, you know, 400 percent less.
20 You said its Rob's fault you 20 a You keep tellhg me about what you
21 couldnt pay Drovahe So what did Rob do lo 21 discovered aRerwardsc fm askhg you what
22 stop you from paying Drovah? 22 steps did you lake lo confirm the accuracy of
23 A He didnt allow me lo get the shares 23 all the things Rob1old you before you were
24 that he promised me. 24 obligated 10selr?
25 Q But then you got those shares, 25 A Wel, the day -

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 158 to 161

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR WURTZEL:° Hold on. I 2 beyond the question.
3 objectio the form of the question. 3 Q Your allomey can depose you and ask
4 Confirm the accuracy - I didnt hear 4 you anything he wanls.
5 the fuHquestion.° I heard, what did 5 A IYn sorry you dont like my answer
6 you do lo confirm the accuracy and 6 Q It's not about not Iking your
7 then it cut out after. 7 time.° As soon as your
answer, its about
8 Q. What steps, if any, did you take lo 8 allorney tells me 11get all the lime I
9 conlirm the accuracy of anything Rob1old you 9 need, you can 1alkas long as you want, Mr.
10 that you daim you relied an? 10 Schnaier.° I wantihat on the record.
11 A Well, number one - 11 Now, what proof, if any, do you have
12 MR WURTZEL: Objection 10 12 that when reprmanhvi lo you, the company was
13 form. 13 gong 10do $100 million IPO with Bank of
14 A The chairman and CEO of a public 14 Montreal 10raise the share price you said -
15 company. So stuff that he - information 15 what proof do you have that Rank of Montreal
16 that he e-maged me, I take it as gospel 16 and Rob Blin didnt fully intend 10do thal?
17 because he is a chairman and CEO of a 17 MR WURTZEL:° Objection10
18 publically-traded company. 18 form. Objection 10form and
19 Number two is, there were - you can 19 mischaracterizes the imtirnnnu
20 even, for example, fll give you, there was a 20 a You can answer.
21 press release that he was going 10be gong 21 A I thought I was clear about the
22 public at 1210 14 or 1310 15, I dont 22 stuff that I said.
23 her exactly per share and raising $128 23 a Nor IYn asking you for the proof.
24 million or $100 million in an IPO through 24 Is it possible that they anticipated $100
25 Bank of Montreal. 25 million offering 10raise what did you say it

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1 Joseph Schnaier 1 Joseph Schnaier
2 Not only did he not end up getting 2 was between 12 and 14 a share?° I forget the
3 the deal from Bank of Montreal, which he 3 numbers you used, but whatever you used 10
4 -
already put a press release out, he it was 4 say Rob said, is it possible they fully
5 worth 3 or 400 parnant inan after he took 5 Mtended 10do that and it didnt work, and
6 everyone's shares down by three times the 6 he didnt lie lo you?° Is that possible?
7 amount. 7 MR WURTZEL:° Objection 10
8 Q. What did you - 8 form.° Hold one And lack of personal

9 A I have never seen - I dont know 9 knowledge, 10the extent that its
10 about you, but I, in my 20 years in the 10 askhg for what other people
11 financial world, I have never seen a company 11 intended.
12 that one day is worth 500 million, ready10 12 MR ISSER° AII righte Josh, I
13 go public, and then, lilerally, within days, 13 dont need a speaking objectione You
14 the stock is now worth 100 million barely, 14 objected.
15 and there was no news, nothing changed in the 15 Q You can answer, Mr. Schnninr
16 bushess, there was no - nothing that I saw, 16 Is it possble that Rob didnt lie
17 and it was just over hype. 17 o you and he was as upset as you are that
18 Q Youte not anawaring my question - 18 there wasnt $100 million offering at the
19 A Let me finish. 19 share price -
20 Q Noc What steps did you lake 10 20 A How could it -
21 conlirm it You've now given me - 21 MR WURTZEL:° Objectione t.ack
22 A I gave you an example, sire Let me 22 of foundation -
23 finish. 23 MR ISSER° Objection is all
24 Q Youte not answering the question. 24 you need 10saye I dont want a
25 MR ISSER·° Josh, now he's 25 speakhg objection.

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 162 to 165

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR WURTZEL:° Excuse me. 2 MR ISSER° Itn wilhdrnwho the
3 Objectione Lack of personal 3 questione I dont have time for
4 knowledger Calls for speculation. 4 this, unfnrInnatniv
5 MR ISSER° AII righte Thank 5 THE WITNESS: You do have time,
6 your I will ask the grounds, if I 6 you just dont wantio hear L
7 need them. 7 MR ISSER° We¶ have 10go lo
8 Q Mr. Schnaier, is it possible? 8 the Court10 get more lime, I can
9 MR WURTZEL:° Objection. 9 lell you right nowc I think the
10 A How is it possble that one day - 10 easiest thing 10do is 10agree that
11 Q So the answer is no? 11 wel be able lo continue this
12 A - a day before youte announcing - 12 deposition.
13 a day before a public company is annnuncing 13 MR WURTZEL:° IYnnot agreeng
14 an IPO by an extremely large invenfrnard hnnk 14 10 anything when wete three hours
15 with a great reputation that sent the e-mails 15 into the depositione I thhk the
16 that a deal is signed and done by Bank of 16 witness has been answering the
17 Montreal and ready10 go public, the next day 17 questions as they're asked.° Ask
18 that its worth $500 million and then a day 18 specific questions.
19 later, the IPO doesnt happen and not only do 19 MR ISSER° Lefs go on then,
20 they do a reverse stock split where everyone 20 lets save our time.
21 got - everyone gotlaken down hard, diluted, 21 MR WURTZEL:° If you ask more
22 but - and it didnt go backio the original 22 specific questions, the witness will
23 price of $5 a share, it wnrd hark down 10400 23 give more specilic answers.
24 percent lower. 24 BY MR ISSER
25 So how is it possible that in one 25 O AII right° Do you know if b April

Page 163 Page 165

1 Joseph Schnaier 1 Joseph Schnaier
2 day, with no news and no nothing 10even 2 of 2016 there were diarmainna between
3 think ahru d hnw this could possbly happen, 3 Wantickels and Eventbrile lo sell Wantickets
4 that a company went from $500 million 10$100 4 10Eventbrile?
5 million with nothhg negative happening with 5 A I dont recall the dates, but I know
6 the company and only posdive? 6 there were discussions.
7 Because priorio that, they were 7 Q AII right° And do you know if the
8 making announcements that they were doing 8 value of Wantickets for that deal was
9 some serious acquisitionse So there was 9 discussed withh Wardirknin?
10 nothing negative. 10 A I wouldnt know that
11 Q Thank you, Mr. Schnaiere You've 11 Q Were you Mvolved in those
12 answered the question. 12 discussions?
13 A So how is that possible? 13 A No.
14 MR WURTZEL:° Let hrn finish. 14 Q Do you know how much - do you know
15 MR ISSER° Josh, I asked him 15 if Eventbrile made an offer io acqure
16 if it was possibler His answer is 16 Wantickels in April of 2016?
17 no I didnt ask for1en minules - 17 A I heard they made an offer.
18 MR WURTZEL:° Slave, if youte 18 Q And do you knowhow much Eventbrile
19 gong 10ask the question is 19 agreed 10 pay lo acquire Wantickels?
- A Nor I was1old it was never
20 somethhg possible 20
21 MR ISSER° Its yes or no. 21 anything serious.
22 MR WURTZEL:° - you have lo 22 O Were you ever1old that they agreed
23 expect that the witness is going 10 23 10- were you ever1old how much?

24 give an answer, which the witness is 24 A I wasnt1old how much, but I was
25 givinge So let him thish. 25 1oldthere was some stock deal and it was

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
NYSCEF DOC. NO. 418 Joseph Schnaier Confidential RECEIVED NYSCEF: 07/16/2021
09/24/2020 166 to 169

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1....... Joseph Schnaier .1 .......Joseph Schnaier
2.. never serious or taken serious. .2 .. A. Iseethat,okay.

3....Q. All right Lei's open tab 15, .3 .. Q.. All right.. Do you knaw ifthatwas
4.. please. .4 . true?. Did you take any steps to try to

5......(Whereupon, at this time, the .5 . determine whdher that was true?

6.... reporter marked the aha~~~~ .6 .. A. I heard from the peoph inside that
7.... Idter dated May 17, 2017 as .7 . it was never serious, anylhing serious.
8.... ~nh."
Exhibit14for .8 .. Q.. Ididn'taskyouthat. Doyouknaw
9.... .9 . if there was a $4 million—
Idenfificafion.)
10..BY MR ISSER 10.. ldon'tknaw.
A.Oh,no,
11...Q. This is a ldter dated May 17, from 11.. Q.. You don't know.. All righL
12.. Kobre Kim to Joseph Cohen. 12......MR SSER. Lei's turn to tab
13.... Do you see the re line there, Mr. 13...16.. You know what, ifs 12:30 kfs
14.. Schnaier? Ifs Wan6ckds
RDM, v. 14...take a tsn-minute break
15.. Inc. a brief recess was
Eventbrits, 15......(Whereupon,
16.... When you were CEO, Wanhrk~ sued 16...taken at 12:32 p.m.)
17.. 17. BY MR SSER
Eventbrits, coned?
18... A Yes. 18.. Q.. Behre we get back to
Eventbrits,
19...Q. And this —and Joe Cohen was 19. the Majesm deal we were
talking about, Rob
20.. W~nsrknh." 20. Ellin was part af that
munsd, mrrecf? deal, corred?
21...A Hewas. 21.. A. Ibdievehebroughttheshdl,he

22...Q. All right And naw, if you look at 22. hadashellmmpany.

K.. the second page ofthe bafiom whhrtmwn 23.. Q.. Were you the finder on that deal?
24.... Did you see this —
did you review 24.. A. I was the one who brought the
25.. this letter alter 6was sent to Mr. Cohen? 25. company.

Page 167 Page 169

1....... Joseph Schnaier .1 .......Joseph Schnaier
2.... A I'm sorry what was thai? .2 .. Q.. Right.. And how much
money did you
3....Q. Did you review this Idter? Have .3 . make on that deal?
4.. you ever seen this ldter before today? .4 .. A. I don't recall.
5.... A I don't recall. .5 .. Q..Was kalotofmoney?
6....Q. Did you rdah Mr. Cohen to .6 .. A. I don't recall.
7.. represent W~nfirkAts? You were in charge of .7 .. Q.. Did Rob make you the tha
8.. the decision to retain Mr. .8" deep.
Cohen, corred?
9.... A CorrecL .9 .. A.No.
10...Q. Okay. Look at the second page af 10.. Q.. Who is
Andy Meyers?
11.. the 11.. A. I don't know
ldter, the fina paragraph. And it any Andy Meyers.
12..
says, there's a second ~~ Eventbrite 12.. Q..
Danny,
sorry..
Danny Meyers?
13.. proposed to purchase Wan6ckets for the 13.. A. Hewastheonewholnlmrhj~ usto
14.. equivdent af $4 milion considera6on. 14. Rob.
15... A I don'tace that 15.. Q.. He was your
parlner, correct, he was
16...Q. Semnd page af the letter, last 16. your partner?
17.. 17..
paragraph, second sentence. A.No.
18... don' 18.. Q.. Did you ever attend
A Second page af the letter. I t ship dubs and
19.. see it 19. put 6 on Wan6ckets aedit card?

20...Q. You see the paragraph— 20.. A.No.

21... A Oh, here page iwo, okay. 21.. Q.. Itn
going to rephrase iL
22...Q. All right Last paragraph, second 22.... Did you ever go to a ship dub and
K.. senterxa. Eventbrits proposed to purchase 23. put 6 on a mrporats aedit card af
24.. W~nsrkAts for the equivalent of $4 million. 24. Wanhckds?
25.... Do you see that? 25.. A.No.

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(877) 479 24
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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1 Joseph Schnaier 1 Joseph Schnaier
2 MR. WURTZEL:° Objection 10 2 Q So if Wantickels was sold 10
3 form. 3 Eventbrile, you would be selling your shares,
4 A Rob already pulled that crape He's 4 correcl?
5 trying 10be a wise guye Es nothing, he's 5 A I believe so.
6 lying. 6 Q And did anyone tell you there was an
7 Q. Rob is not in the room right now 7 offer from Eventbrile for 200,000 shares of
8 justio be clear. 8 Eventbrile slock in exchange for Wantickels?
9 A He already made that threate Its 9 A I was told there was some sort of an
10 nothing, its not true. 10 offer, but it was nothing seriouse It wasnt
11 Q rm asking you a question, all 11 a real deal
12 right? So after you - aside from 12 O So just so it is clear, if its $4
13 Wantickah aside from LiveXLive and Rob, did 13 million 10 buy Wantickels you dont think
14 you try10 sell Wantickata lo anybody else? 14 thats serious?
15 A I dont recall 15 A Four million in stock for Wantirkats
16 Q You dont recall if you tried to 16 that I think is worth - we paid 13 million
17 sell Wantickels io anybody else?° You became 17 two years beforec I dont think thats
18 CEO in 2016 - 18 serious.
19 A Oh, yes, rve had companies come10 19 a Well, but you purchased Wantickels
20 me lo see if we could do a deal 20 on a valuation of a lillie over 5 million in
21 Q What company? 21 the same time period, right?
22 A Ticket Live. 22 A Yes, but I-
23 Q When was that? 23 MR WURTZEL:° Hold on,
24 A I dont recall 24 objection 10the form and 10the
25 Q Okayc Could you pull uplab 16, 25 characlerization of the word

Page 171 Page 173

1 Joseph Schnaier 1 Joseph Schnaier
2 please? 2 valuatione It mischararfarizes the
3 (Whereupon, at this time, the 3 lestrnony.
4 reporter marked the above-mentioned 4 A I didnt pay what the valuation
5 letter dated April 22, 2016 as 5 should bec I paid because there were certain
natandanin'
6 Exhibit 15 for 6 special circumstances that allowed me lo buy
7 identification.) 7 those shares for value less than I believe
8 BY MR ISSER 8 its worth.
9 Q For the court reporter its a letler 9 Q Did you have negotiations - did you
10 on Eventbrile slationery lo Diego Carlin, 10 have dinrsmainna rather, with Rob between
11 dated April 22, 2016. 11 April 22, 2016 and July 1st, conceming
12 Have you ever seen this letter 12 LiveXLive acquiring Wantickels?
13 before? 13 A I dont recall, but I believe so. I
14 A Not that I recall 14 dont recall exactly the dates.
15 Q Well, its - this is a letter of 15 Q Do you know if Wantickels was
16 intent between Eventbrite and Wantickels for 16 allowed 10be negotiathg with other
17 Eventbrite lo buy Wantirkata for 200,000 17 companies for their purchase during that time
18 shares of Eventbrite, correct? 18 period pursuantio this letter of intent?
19 A I dont know. 19 A No, I didnt knowc I didnt know
20 Q Were you co-president of Wantickels 20 anything about this letter of intent
21 at the time, on Apri 22, 20167 21 a But according 10the Drovah
22 A I dont believe I was at that time. 22 complant you were negotiating with Rob in
23 Q And, well - but you owned shares in 23 May of 2016,
conect?

24 Wantickels, correct? 24 A According 10the complaint

25 A Thats correct 25 O Is that inarmrata?° Withdrawne We

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 already went over L 2 ing the letter of inlant ti a
3 Do you know if there are any offers 3 complaint1hat you authorized 10have filed
4 besides Evenbrite's offerio purchase 4 which was filed in Oclober 2017, correcI?
5 Wantickets up until April 22, 2016? 5 A I guess soc But whats - I dont
6 A I dont know. 6 undersland your question.
7 Q Did you take part in nuahinting the 7 Q So you had said you had never seen
8 value of Wantickels in relation 10the 8 the letter of intente frn asking you how you
9 Eventbrile offer'?° Wilhdrawn 9 managed10 have Wantickels referred 10it in
10 When you acquired your - when you 10 a complaint at a lrne where you initiated the
11 acquired - withdrawn. 11 complatit.
12 When you pumhamd Wantickels, did 12 A Oh, because this complaint - this
13 you agree lo provide the Chnhnham with a 13 complatit was done aRer I already acquired
14 letter of credit? 14 the companye So I saw all the back stuff.
15 A You broke up a little, I cant hear 15 Thats why it was in there.
16 you. 16 a So you are aware of the letter of
17 Q When you were - the Chehabars 17 Hent for 200,000 shares?
18 pumhamd Wantickels, did you agree lo 18 A Nor IYn saying this complaint was
19 provide the Chahaham with a $10 million line 19 done months aller the date that you just
20 of credit? 20 showed me that letter of Hent.
21 A I dont recall anything like that. 21 O And you said you hadnt seen the
22 Q Go lo tab 37, please. I think I got 22 letter of intente rm asking you now if that
23 that wronge One second. 23 refreshes your recollection.
24 Tab 38, please. 24 A I dont recall seeing L° I dont
25 (Whereupon, at this time, the 25 recall.

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1 Joseph Schnaier 1 Joseph Schnaier
2 above-mentioned amended complaint was 2 Q You have10 let me finish.
DefendanIs'
3 marked as Exhibit 16 for 3 A Okay.
4 identification. 4 O Okayc Withdrawn.
5 BY MR ISSER 5 Is it1rue that the Chehabars wanled
6 Q Its an amended complatit against 6 10sell Wantickels?
7 EB. 7 A I believe so.
8 Do you recognize1his document? 8 Q And do you know who made the
9 A Yes. 9 decision not10 go forward with the
10 Q This is an amendment of the 10 Eventbrile deal?
11 complaint fled by Wantickels against 11 A Probably the whole family, 10the
12 Eventbrite, correct? 12 best of my knowledge.
13 A I believe so. 13 a Were you part of that decision?
14 Q And you were CEO when this dnmment 14 A I mean, we had conversations about
15 was filed, righl? 15 L
16 A Yes. 16 Q About what?
17 Q Now, if you look at paragraph 23, it 17 A About me acquiring Wantickels. I
18 says In the spring of 2016, the Chehabar 18 had nothing 10do with - no.
°
19 family decided 10sell Wanticknin And then 19 a I asked if you participated in the
20 it says in paragraph 24, In April 2016, 20 decision not10 sell Wantirknin to
21 Wantickels and Eventbrile entered inlo a 21 Eventbrile.
22 letter of Hent. 22 A No.
23 Do you see that? 23 a Was Rob honest with you in the
24 A Yes. 24 Majesco dear?
25 Q So did you - you made allegations 25 MR WURTZEL:° Objection10

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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1 Joseph Schnaier 1 Joseph Schnaier
2 form. 2 the lime of the Majesco deal?
3 A He aclually hurt my relationship 3 A No.° Ther problems happened aRer
4 wilh the family of Majescoe They ended up 4 the Majesco deal.
5 suing him or he sued theme I dont mmamber 5 Q What was their problem - when did
6 exactly what happenedc But they ended up in 6 their problems happen?
7 litigatione And from the best of my 7 A I dont know.° I dnnt mmII
8 knnwledge he didnt do right by them with 8 Q And when did you lirst hear that
9 their hisâwan 9 there was problems between Rob and this
10 Q And did you know that at the time of 10 family concemhg the Majesco deal?
11 the Majesco deal or soon thereater? 11 A I dont recall, but you can look at
12 A I heard later. 12 the lawsut
13 Q When did you hear thal? 13 a But you just1old me you didnt know
14 A I dont recall. 14 about it when the lawsuit was filedc So how
15 Q Was it before 2015? 15 would looking at the Immsunit
halp me?
16 A Yesc But we can take a look at 16 A Because it would tell you when the
17 the - no, it wannt hafnm ° I dont think 17 date they had a problem was.
18 it was before ° But we can take a looke You 18 O I wantio know the dale you leamed
19 can look at when they sued him or he sued 19 that they had a problem.
20 them or whenever it all happened, its 20 A I dont recall, Ilold you that.
21 public. 21 a And thats the only deal you had
22 Q You knew about it at the lime of the 22 done with Rob before the Wantickets LiveXLive
23 lawsuit? 23 deal, correcl?
24 A No. 24 A To the best of my recollection, yes.
25 Q But when did you leam about it? 25 a Okayc And how well did you and Rob

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1 Joseph Schnaier 1 Joseph Schnaier
2 A I dont recall. 2 get to know each other - withdrawn.
3 Q Did you know shnut it hefnm you 3 Between the Majesco deal and the
4 invested b LiveXLive Media or Loton?° When I 4 beginning of your conversations conceming
5 say LiveXLive, I hclude Lolon, just so weYe 5 Wantickels, how oRen did you and Rob
6 clear. 6 communk:ate?
7 Did you know about the lawsuit 7 A Could you repeat that, please?
8 aganst Rob mnmming the Majesco deal when 8 Q Between the Majesco deal and the
9 you invested in LiveXLive Media? 9 irst trne you and Rob started mmmunimibn
10 A I dont recalle But I dont think 10 about a deal between Wantickels and
11 so. 11 LiveXLive, how oRen did you and Rob
12 Q How did you learn about it? 12 mmmunrwe?
13 A From one of the members of the 13 A I dont recall.
14 family. 14 O Was it more than once a month?
15 Q Who is that? 15 A I doubt L
16 A I think it was Morris's son or 16 O Was it more than once a year'?
17 Jesse's son. 17 A I dont recall.
18 Q Were you aware at the trne of the 18 Q Well, I undeminnd ° rm trying 10
19 Majesco deal that Rob was doing thhgs that 19 narrow down the possbility.
20 families of the Majesco deal might thd 20 Did you speak10 hrn - lets do it
21 inappropriate? 21 a di5erent wayc Between the Majesco deal
22 A I dont remember the conversation, 22 and the first lime you diarnw Wantickels
23 but they were extremely unhappy with him and 23 10LiveXLive with Rob, had you spoken 10him
24 referred 10him in not great terms. 24 live1rnes or communicated with hrn five
25 Q And did you know this at or around 25 limes?

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 A I really dont remember.° I wouldnt 2 just wantio make sure I undarniand your
3 be - I dont wantio speculale. 3 testimony.
4 Q. Well, we can do it this way. 4 A No.° You're askhg me what - when
5 Did you mmmunimie with him a 5 we ran blo each other what we spoke about
6 million limes between that period? 6 and I dont remember.
7 A You have my answer. 7 Q You said, I dont remember.
8 Q. No, I dont.° Did you communicale 8 A Correct
9 wilh Rob a million limes between the Majesco 9 Q Okay.° But in your complaint, your
10 deal and the frst time you discussed 10 amended complant -
11 Wantickels and LiveXLive? 11 A Are we still on lab 387
12 A No.° We didnt =nnimia a million 12 Q Nor IYn reading you your amended
13 times. 13 complaML° You said you dont har what

14 Q 500,0007 14 you and Rob discussed.

15 A No, we didnt communicale 500,000 15 A Well, you want me lo go lo the
16 times. 16 amended complaML?
17 Q. 1,0007 17 a If you would like lo.° I just read
18 A I dont knowc No. 18 itio you.° If you dont1rust me for what
19 Q 100? 19 rve read io you, feel free loc The amended
20 A Ilold you, I dont recall. 20 complant is lab 2, its Exhibit6.
21 Q It could have been 1007 21 A If thats whats h there then
22 A I dont recall, but I doubt L 22 thats what we spoke about.
23 Q 507 23 a And IYn asking you, I just wantio
24 A You know what, he would call - he 24 be deare You had forgotten between the
25 would call, now that I think of it, here and 25 amended compiabibeing fled and today you

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1 Joseph Schnaier 1 Joseph Schnaier
2 there Because I had - I was a ninrkhrnknr 2 forgot what you and Rob discussed, but you
3 then, he would lell me lo buy shares in his 3 knew what you dingssmad when you fled the
4 company, you know, here and theree But 4 amanded complaML° Ijust wantio make sure

5 thats it° It wasnt anything nuhalanlial 5 I understand your lestimony correct.

6 Q Okaye When was the first lime you 6 MR. WURTZEL:° Objection 10
7 and Rob diarssmad LiveXLive or Lalon? 7 form.
8 A Around the1rne I first got involved 8 A Do you mind if I lake a look at the
9 with Wantickets. 9 amended complabl?
10 Q And how did that come about? 10 a I said I had no problem with you
11 A Ilold you, I was in Los Angeles and 11 dong that.
12 we ran into each other. 12 A What1ab is it?
13 Q And what did you discuss about 13 a Tab 2.
14 LiveXLive or Laton? 14 A And where am I lookhg?
15 A I dont recall. 15 Q Paragraph 39.
16 Q You dont recalle So b paragraph 16 A Paragraph 397
17 39 in the complaint, you wrile, At the time, 17 Q Its got a page numbere Look, it
18 Blin's company, Lalon which was a shell and 18 slaris at 38 and then it goes, what I read 10
19 later became LiveXLive Media, had an interest 19 you is 39.
20 in a London nightclub called Kokos, and EIIM 20 A Okayc 392 Hold on.
21 proposed that Mr. Schnaier invest in Lalon. 21 (Witness peruses document)
22 So you remembered when you filed 22 A Okayc Well, you asked me when I ran
23 your complaint what you had diarsianad but in 23 MIn Rob, the first lime when I ran inlo hrn
24 between the fling of the amandad complaint 24 b Los Angelese This doesnt say that this
25 and this deposition, you had forgotten. I 25 was the first conuarnatinn I had when I ran

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(877) 479-2484
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1 Joseph Schnaier 1 Joseph Schnaier
2 inb him b LA So what youte sayhg and 2 A Oh.° Page 97. For some reason its
3 what my answer was, youte trying 10 portray 3 not loading.
4 something that's not correct. 4 Q AI right.
Q.° A It's okay, 11thd L
5 Well, paragraph 38 says, In 2014 5
6 shortly aRer Mr. Schnaier became involved b 6 Q 11represent lo you -
7 Wantirkata which is what you said, Mr. Blin 7 A Dont worry.
8 who knew Mr. Schnaier from an unrelated deal 8 Q IYnworried because it seems10 be
9 approached Mr. Schnaier lo discuss doing a 9 laking you a long lime lo lind L
10 deal with hrn. 10 A Just a minule. Lefs not get out of
11 A Yes.° That was shortly aller we met, 11 hand.
12 we ran into each other. 12 O IYnnot out of hand.° fm tellhg
13 Q. So thats not the first lime you 13 you II base my question10 you on a
14 diarasuvri Live)G..iveor Loton with Rob BHn, 14 representation to you.
15 what was - that was my question. 15 A Dont wony.
16 A My answer was, I dont recall the 16 Q No one is wonied.
17 first lime.° Thats why you confused me. 17 A Dont wony, dont wony.
18 Q. I see.° Now, tumhg to tab 2 of the 18 O No one is wonied.
19 complaint - Itn sony, not tab 2 - look at 19 A Okay.° Ask your questione Its not
20 paragraph 26 of the complaint. 20 loading for some reason.
21 You agege that in 1991, the NASD 21 O When did you obtain the FINRA report
22 found he, Blin, guity of makhg 22 which is a broker check report for Rob Blin?
23 unauthnrized securities transactions on 23 A When did I obtah H?
24 behalf of a cuslamer and lined him over 24 Q Yes.
25 $27,0002 And you refer io Exhbit B, which 25 A I dont recaHthe exact date, I

Page 187 Page 189

1 Joseph Schnaier 1 Joseph Schnaier
2 is, I beHeve, a FINRA reporte Paragraph 26 2 dont recal.
3 of the amended complant. 3 Q Al these agegations that you
4 A Paragraph 267 4 dinrssuvvi NASD violations in 26 and 27 of

5 Q Yes. 5 the complaint, did you discover these before

6 A Okay, I see L 6 you signed the asset purchase agreement?
7 Q When did you learn that Mr. Blin 7 A I dont recaH.
8 was found guilty of makhg unauthorized 8 Q So you might have known of the
9 security trades? 9 securities violations that Mr. BHn - that
10 A I dont recall the exact time. 10 are contahed in Exhibit B and ageged in the
11 Q Well, how did you learn this? 11 complant, before you signed the asset
12 A I dont recall exactly. 12 purchase agreement?
13 Q Well, you refer10 Exhbit B 10the 13 A I dont wantio give you the wrong
14 complaint, which if you scroll down 10 14 answere I dont recall, I realy dont
15 Exhibit B - 15 remember the date.
16 A Where? 16 Q Do you know if you knew of these
17 Q. You've got10 scroll downe Its 17 securities violations and the report before
18 Exhibit B lo the complante I wil tell you 18 you invested 1.25 million in LiveXLive?
19 the page number as soon as I get theree Its 19 MR. WURTZEL:° Objection10
20 page 97. 20 form.
21 This comes from broker check report 21 A I dont remember.
22 from FINRAc When did you obtain this broker 22 O Do you know how lo obtah a FINRA
23 check repoll? 23 eport, a broker check report from FINRA?
24 A I dont see L 24 A Yes.
25 Q Go lo page 972 PDF page 97. 25 a How long have you known how lo

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 obtain a broker check report from FINRA? 2 aware of these DUI allegationse Is that
3 A Many years. 3 correcl? Ijust wantio be dear.
4 Q Have you known since 2015 how lo do 4 A The DUI I wasnt aware of until
5 this? 5 aRer the APA° The FINRA report, I dont
6 A Sure. 6 recall when I leamed about t° That's L
7 Q Okaye Do you know if you oblained a 7 Q AII righte Lefs go lo Exhibit A,
8 FINRA broker check report for Rob when you 8 the amended artider Its an article seeking
9 first slarted discussing doing the deal with 9 alpha artider Right aRer the complaint
10 hrn for Wantickels and LiveXLive? 10 ilself.
11 A I really dont her when I 11 A AII the way down?
12 looked inlo it or what caused me lo look MIo 12 Q Its page 54 of the PDFe I dont
13 L 13 know that you have the PDFe So it starls at
14 Q Now, in paragraph 29 of the 14 55, the exhibitiab is 54.
15 complaint, you allege that Rob was arrested 15 A 54?
16 for alcohol-related vehicle oAense. 16 Q Yes.
17 When did you leam of this? 17 A So its the lirst amended -lab 2,
18 A Sometime aller - somethne aAer our 18 correct?
19 deal was done and he defrauded me and before 19 a Correct.
20 we liled this complaint. 20 A And page 54?
21 Q So how did you leam of these DUI, 21 a Of the PDF, corrects It says
22 or vehide related oflienses? 22 Exhibit A, and then the article starts on 55.
23 A I dont recall. 23 A Sorry, rm scrolling down.
24 MR. WURTZEL:° rm going 10 24 O If you need to lake several minutes
25 hstruct the witness, 10the extent 25 10locate pages - are you having a

Page 191 Page 193

1 Joseph Schnaier 1 Joseph Schnaier
2 that you came lo learn of - lo the 2 technologicai problem on your end, Mr.
3 extent that you came lo leam of it 3 Schnaier'?
4 through information you were provided 4 A A little bit.
5 by counsel, you should exdude that 5 Q Whats the problem?
6 rdrrmatinn from your answer and say 6 A It keeps - okay, we're almost
7 that, I cant answer without 7 there You're very aggressive, you know.
8 divulging attomey-dient 8 Q I do not -
9 mmmunirwinn 9 A I think you're a nice man, but
10 If you came lo leam of it 10 youre very aggressive.
11 through some source other than 11 O I dont understand why you'd say
12 counsel, then you should answer that. 12 that I merely asked you if you're having
13 Q Okay. 13 technological problems.
14 A I believe - yeah, I dont think I 14 A Okay, we got L
15 can answer that for dient-counsel priviege. 15 a And its laking you several minutes
16 Q Did you have counsel when you 16 olind a tab.
17 negotiated the asset purchase agreementio 17 A WeYe heree Lefs treat each other
18 sell Wantickels io LiveXLive media? 18 with respect.
19 A Yes, I did. 19 a rve been treating you with respect
20 Q So now, in the steps you took10 20 the entire lime, Mr. Schnaier.
21 evaluate management and ils honesty before 21 MR WURTZEL:° Lefs continue.
22 doing any deal, any investment or deal with 22 Okayc You found the dnrnment?
23 LiveXLive, you dont remember if you obtained 23 THE WITNESS:° Yes.
24 the FINRA report, and you dont remember if 24 MR WURTZEL:° Next question.
25 you were aware of these - and you were not 25 a Okayc When did you first see the

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 194 to 197

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1 Joseph Schnaier 1 Joseph Schnaier
2 artide - withdrawn. 2 Q AII right° Lefs go lo tab 18.
3 The artide is dated September 2, 3 (Whereupon, at this lime, the
4 20152 When did you lirst bemma muare of 4 reporter marked the above-mantinned
Defendanls'
5 this artide? 5 e-mail chain as Exhibit
6 A I dont recall. 6 17 for identification.)
7 Q How did you become aware of this? 7 BY MR. ISSER
8 A I dont recalle rm assuming 8 Q This is an e-maic The top one is
9 someone sent itio me. 9 an e-mail from Robert Ellin 10Bo Diell,
10 Q Do you know, was it before or after 10 dated Apri 10, 20182 You see Bo Dietl
11 you invested b LiveXLive Media? 11 wriles, Rob, I just leamed that Joe filed a
12 A Wow, this is a bad artider It was 12 lawsuit against you weeks ago in New York.
13 after. 13 This is gong 10get uglyc Also, Joe is
14 Q Oh, b your due diligence of the 14 conferrhg with SEC lawyers re his free
15 managementinam d LiveXLive Media and Rob 15 trading slock being laken away.
16 Blin's bio, you didntium up this artide, 16 Did you tell Bo Dietl you were
17 I take il? 17 conferrhg with SEC lawyers?
18 A I dont believe I dide Because this 18 A Possibler But I thhk Josh - he
19 is a really bad artider It's stock 19 probably meant Josh at Schlam Slone were SEC
20 manipulation. 20 attomeys.
21 Q The question is, did you, yes or no? 21 O Did you or your attorneys confer
22 A I dont believe I dide Because it 22 with the SEC2
23 says here that Rob was involved b stock 23 A I dont think he was meaning - I
24 manipulatione And if thats the case, thats 24 dont know what Bo was talking about° But
25 bade Iwukint have gotlen involved in L 25 rm assuming he meant Schlam Stone & Dolan as

Page 195 Page 197

1 Joseph Schnaier 1 Joseph Schnaier
2 Q So how did you manage lo locale this 2 SEC attomeys, rm assuming, I dnnt knnm I
3 artide subsequently? 3 dont know what he meant
4 A I dont recall. 4 Q So as far as you know, neither you
5 Q Did you do any searches d Rob Ellin 5 nor your attorneys ever mmmunicated with SEC
6 before the deal, any intemet searches of Rob 6 conceming Rob or LiveXLive media?
7 Ellin before the deal lo see if - withdrawn. 7 A Its possble.° I havent spoken 10
8 AII of these allegations we've been 8 any SEC attomey.
9 dian suming,the DUI, the FINRA report, this 9 Q AII right° Lefs just pull up tab
10 artide, why werent these - why didnt you 10 19.
11 uncover these before you did the deal with 11 (Whereupon, at this time, the
12 Rob Blin but were able 10uncover them 12 reporter marked the above-mantinned
13 afterwards? 13 asset purchase agreement as
Defendanls'
14 MR. WURTZEL: Objection 10 14 Exhibit 18 for
15 form. 15 identification.)
16 Q You can answer. 16 BY MR. ISSER
17 A rm not sure. 17 Q This is the asset purchase
18 Q Did you ever confer with SEC lawyers 18 agreement
19 concerning Rob or LiveXLive? 19 Do you recognize1his dnnument?
20 A rm not undamtanding that question. 20 A One second.
21 Q Did you ever speak10 SEC, 21 (Witness peruses dnnument )
22 Securities and Exchange Comminninn's lawyers 22 A Okay.
23 about Rob Ellh or LiveXLive? 23 a AII right° Do you recognize it?
24 A I dont recall speakhg 10any SEC 24 A Yes.
25 lawyers. 25 a And this is a document by which you

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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2 and others sold all of Wantickels's assels10 2 awarrier1the warranls for a penny a wamant
3 LiveXLive, correcl? 3 So whatever that is - so for the 1.25
4 A Thats correct 4 million, you wound up with the 375,000
5 Q And you signed this document, 5 shares, which do the math is $3.33 a share.
6 correcl? 6 What part do you disagree with?
7 A Correct. 7 A The slock was trading at $5 a share.
8 Q On behalf of yourself and Danco. 8 Yes, I got wamanls at one penny a sharec So
9 Lefs also pull uplab 20, which is two 9 I paid $5 a share, but if you faclar in my
10 subscription agreemenisc Lolon reporls 10 wamanls, my cost basis is h the 3s.
11 subscription agreement ° And there's two 11 Q Well, first of all, where in this
12 subscription agreemenIs. 12 agreement does it say you're paying $5 a
13 (Whereupon, at this time, the 13 share? Okay, I see what youte saying.
14 reporler marked the above-mardinnnri 14 You're right° Your cost basis is $3.33 a
15 Loton Corp. subscription agreement as 15 right° At $3.33 a share you received
share,
Defendanls'
16 Exhibit 19 for 16 375,000 shares; is that accurale?
17 identification.) 17 MR WURTZEL:° Objection10
ISSER·
18 BY MR. 18 form.
19 Q Do you recognize these rirmmanin9 19 a AII right° Withdrawn.
20 A Lolon Corp. subscrption agrnamards 20 Did you purchase another 75,000
21 Looks familiar. 21 shares h the fall of 2016?
22 Q Well, are those your signatures for, 22 A To the best of my recollection, I
23 I think, its Wantickels or Danco? 23 dont recalle I dont - rm trying 10think
24 A Yes. 24 of what it was, but I dont recall.
25 Q This is now pursuantio these two 25 O AII right° Well, we¶ get10 that.

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1 Joseph Schnaier 1 Joseph Schnaier
2 agreemenis, you received 250,000 shares and 2 After your invnagment in September
3 125,000 warranis in LiveXLive known as Loton 3 2016, did LiveXLive pay two for one for a
4 at the time, correct? 4 forward split?
A Thats what it says, yes. A 20169
5 5 My Mvestment in
6 Q And you paid 1.25 million for this, 6 Q Right° The subscription agreemenIs
7 correct, regarding these agreemenis? 7 and what Ijust mentioned in the fall of
8 A Yes. 8 2016 After those investmenls were made, did
9 Q And did you exercise the warranis? 9 Wanlir*nin do a two-for-one split?° Not

10 A I believe I did. 10 Wantickels, LiveXLiver rm sony.

11 Q And they were a penny a wamant, 11 A I dont recall the exact date.
12 correct? 12 O Well, did they do a two-for-one
13 A Thats correct 13 split aAer you acquired your shares?
14 Q So in exchange for - b exchange 14 A I dont remembere But I¶ tell you
15 for $1.25 million you received 375 shares of 15 this, rm looking at it now, and -
16 LiveXLive or Loton at the time, correcl? 16 O You rinnt remember ° You've answered
17 A Thats correct 17 my question.
18 Q And so really, you paid $3.33 a 18 A I dont recall.
19 share? 19 a Now, look at section 2(f) on the
20 MR. WURTZEL: Objection 10the 20 subscription agreement° You represent1hat
21 characterization and form. 21 the undersigned, which is your company, are
22 Q Is that correct? 22 there any other oAicers or directors of
23 A Noc I paid $5 a share. 23 WantMCS?
24 Q Well, but you paid 1.25 million, and 24 A No.
25 you received 375,000 shares aller you 25 a So in Section 2(f), you wamantio

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(877) 479-2484
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2 LiveXLive that the company acquiring the 2 A Yes.
3 nar:iirilian which you're the sole officer of 3 Q Okay. So now we were havhg
4 is an xrmlilwi Mveslor, correcI? 4 problems, it seems, wilh the exhbils. So I
5 A I believe so. 5 wantio make sure Mr. Schnaier innriarsdanrin
6 Q. And is that accurale? 6 what an exhibit ise Maybe I presumed he had
7 A Yes. 7 knowledge he did not
8 Q. And how many inuantrnanin had you or 8 A You're speakhg a liltle bit fast
9 the company made before this? 9 Q In the definition, it says, The
10 A I believe this was specifically for 10 undersigned was brought by an xrmlitari
11 anylhing that had related 10Wantickels or 11 Mveslor and this is the definition of an
12 LiveXLive. 12 accredited inveslor, and a person fallhg
13 Q. No.° But lers look at Exhibit B lo 13 within one or more of the following
14 the subscription agreement 14 caiegories. So rm asking which category
15 A Exhibit what? 15 WantMCS fell Ho for you lo warrant them an
16 Q. B10 the subscription agreement. 16 accredited inveslor?
17 A B? 17 A Is this a multple choice?° Are you
18 Q. Yes. 18 asking me lo answer this now?
19 A Okay. 19 a Well, you warrantedc You signed
20 Q Now, you see this is the definition 20 this subscription agreement
21 of an xrmlitari inveslore And it says, Any 21 A I didnt - akay, let me see. I
22 person falling withh one or more of the 22 dont recall when I did this years ago.
23 followng categories. 23 MR. WURTZEL:° Objection 10the
24 So which category does it fall Ho? 24 form.
25 A I cant read thisc Es all blur. 25 A Which one did I check off?

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1 Joseph Schnaier 1 Joseph Schnaier
2 Es a blurred document 2 Q I really dont know, Mr. Schnaier.
3 Q Exhibit B on the bottom, scroll 3 But you know what, withdrawn.
4 down. 4 At page - look at section 2 (g)(ii)
5 A Even number B is blurredc I mean, 5 on page 3 of the subscription agreement, not
6 yeah, its loo blurred. 6 the exhbit.
7 Q Es a blurred page before that, but 7 A 2 (g)(ii).
8 thats not Exhbit B. 8 Q 2 (g), Roman numeral 2.
9 A Oh, what are you saying 10me? 9 A Okay.
10 Q Look at Exhbit B 10the 10 a Do you see, can you read that?
11 subscription agreement, Mr. Schnniar 11 (Witness peruses document)
12 A Oh, okayc Exhibit B. 12 A Es bluny.
13 Q Does Exhibit B - 13 a 11read itio your The
14 A I got it, I got L 14 undersigned has the financial ability10 bear
15 Q You innriarnianri that - we've had 15 the economic risk of his or her investment as
16 problems with iabs - 16 adequate means for providhg for his or her
17 A I got L 17 current needs and personal mntinganr ias and
18 Q Before you answer my question, I 18 has no need for liquidity with respectio his
19 have another question. 19 or her investment in the company.
20 Do you innriarsdanrithat exhbils are 20 Was that accurate when you signed
21 documents generally that follow the main 21 this agreement concerning WantMCS?
22 documenl?° Do you innriarntanr1that concept of 22 A I dont recall that° I dont thhk
23 what an exhibit is? 23 that that has anything 10do with the
24 MR. WURTZEL: Objection of 24 Mvestment that WantMCS did.
25 form. 25 a rm asking you if that is a true

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1 Joseph Schnaier 1 Joseph Schnaier
2 nfaternant oonamhg WantMCS. 2 some IPOs we were investing in that we were
3 A Can you read it agan, please?° rm 3 offered over the course of, you know, years
4 °
trying 10read it Its very bluny. 4 and yearse I cant remember their namese So
5 Q. Before we get to that, the 5 rm sure it was, you know.
6 undersigned hereby referenced in warranls io 6 Q So several times, okay - wilhde
7 the company and ils affiliates as follows: 7 How did you decide on the share
8 And this is part of those represenlations10 8 p ice of $5 a share?
9 warrant these, is that the undersigned, 9 A Thafs where the stock was trading
10 meaning the entity or person who signed this 10 at that time, I believe.
11 agreement, has the thancial ability lo bear 11 Q How do you know thal?
12 the economic risk of his or her investment, 12 A Because thats when you punched it
13 has adequate means for providing for his or 13 up, thats where it was.
14 her mrrant nanda. and personal 14 Q So that wasnt based on anythhg Rob
15 contingencies, and has no need for liquidity 15 1oldyou about the company.° That was - that
16 with respectio his or her invantrnant in the 16 $5 a share was based on the market price of
stock·
17 company. 17 the is that correct?
18 Is that accurate at the time you 18 MR. WURTZEL:° Objection10
19 signed the subscription agreement? 19 form.
20 A To the best of my remilersinn, it 20 A Well, Rob - it was based on a
21 was accuraler But I dont - you know, fraud 21 market price, I believe, 10the best of my
22 is a whole other slory. 22 recollection, and Rob confirmed me by selling
23 Q Who's 1alking about fraud? 23 me the shares at that pricer So based on
24 A Well, I got defrnurinri 24 both the shares - the value of the shares
25 Q Thats fine, Mr. Rrhnninr but we're 25 were $5 a share.

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1 Joseph Schnaier 1 Joseph Schnaier
2 saying when you made this investment, you 2 Q Do you know what the term due
3 representari to the company you could bear the 3 diligence means?
4 economic risk, correct? 4 A I do.
5 A Yes, but I didnt think he was gong 5 Q And how would you defhe due
6 10defraud me. 6 diligence?
7 Q How oilen had your company invested 7 A Doing research
8 dhx:lly or indrectly as an accredited 8 Q AII righte So did you do any due
9 inveslor before the subscrption agreement? 9 diligence before signing the subscrption
10 A rm not understanding that question. 10 agreemen1s lo determhe the value or the
11 Q Well, you staged - you're an 11 value of the shares of LiveXLive or Lolon as
12 accrediled Mvestor, according 10your 12 it was known then?
13 reprnnantatinns in this agreementz So how 13 A IYnsure rve done - I did do some
14 many times before entering MIo the 14 due diligencer But the fact is its a public
15 subscription agrearnant harl you or a company 15 company and the slock is trading where its
16 which you had an ownership interant in 16 tradinge And by LiveX and Rob Ellh actually
17 invested in a company as an annrnditarl 17 selling me the shares at that price, I
18 inveslor? 18 wouldnt think that they're tryng 10cheat
19 A A few times. 19 mer I mean, it is what it isc They're a
20 Q Could you defhe a few and lell me 20 public companye So I was comfortable with
21 some of the companies? 21 that price because thats where the market
22 A QV Technology, Seat Softwarec There 22 price was.
23 was a water company we Mvested in, I forgot 23 a And what do you think the shares
24 the namec If you wantio throw Majesco b 24 were worth at this time, knowng everything
25 there, you can name Majescoc And there was 25 you know now?

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2 A Well, aRerwards, knowing everything 2 deal.
3 I know now, priorio our acquisition, 3 O I urrinrntarri rm going 10cut you
4 LiveXLive was just a shell company with just 4 off again. rm not asking you what he 1old
5 a lot of promises and slories that he gave 5 you.
6 me. And I dont - and I mean, you could 6 Youte alleging that when you signed
7 look at the facIs.° It was worth maybe 20 7 the subscription agreement, at that mnment
8 percent of what he valued the company, which 8 LiveXLive was a shell company, correct?
9 I laler found out that he charged other 9 A Itn alleghg?
10 people much lower prices on the slock, Ike 10 a Youte saying now.° Your lestimony
11 it was some sort ofilea market. And I got 11 is when you signed that subscription
12 charged the highest price, which is, I mean, 12 agreement, LiveXLive was a shell comparr/?
13 borderline thievery. 13 A Well, I mean, lake a look at what
14 Q. What do you mean by shell company? 14 happened aRerwards.
15 A He had nothing, no - nothing, there 15 O IYn asking you if that's what youte
16 was nothing.° There wasnt anythhg in the 16 saying?

17 shell, there wasnt a company. 17 A The company went from $500

18 Q. You didnt know this when you signed 18 million -
19 the subscription agreemenl? 19 a Itn asking you if at the lime you
20 A No.° He made commitmenls and 20 signed the subscription agreement was
21 promises, you know, 1oldme that they have 21 LiveXLive a shell company?
22 certain deals and so on and so forth I can go 22 MR. WURTZEL:° Objection of
23 through for you. 23 form.
24 Q. We will getio that, but at the time 24 A Irinn't recall ° I dont know what
25 you signed the subscription agreement, did 25 youte saying and I dont recall.° Youte not

Page 211 Page 213

1 Joseph Schnaier 1 Joseph Schnaier
2 you know that LiveXLive was, as you say, a 2 letting me speak, so I dont know what youte
3 shell company? 3 saying.
4 A At that time, I believed that he had 4 Q Because youte not anawaring my
5 an IPO he was working on for 100 million. 5 question.
6 Q. Mr. Schnaier, Itn not asking you 6 A IYn trying my best10 answer your
7 what you - rm cutting you off because I 7 nunalinrm, but you keep cutting me off.
8 want you 10listen 10 my question. 8 Q Because youte not anawaring them.
9 At the lime you signed the 9 A 11get to it if you allow me 10
10 subscription agreement, did you know that 10 get to L
11 LiveXLive was a shell company?° That's all 11 Q I want you 10- you lestified
12 Itn asking. 12 LiveXLive was a shell company. Was it a
13 A I mean, I dont - rm not sure what 13 shell company when you signed the
14 I - how I thought about it, but he did lell 14 subscription agreement?
15 me - 15 A I believe there was assels that he
16 Q. rm not asking you what he1old you. 16 was acquring blo it and it wasnt just a
17 AII Itn askhg you is, did you know what 17 shell company.° There were some very large
18 assels or what revenues LiveXLive had or 18 assels, you know, anywhere between, you know,
19 didnt have when you signed the subscription 19 very big numbers, with some very, very
20 agreement?° Its a yes or no question. 20 serious people that were going 10be Mvolved
21 A He was telling me that they were 21 b it with some very big invesIors that were
22 - names.° And I thought that
buyng they were acquiring certain assels, 22 coming in with big
23 which made me believe that there were very 23 this was going 10be anrnnihing really serious
24 valuable assets in the company and this thing 24 or else I wouldnt have made that investment.
25 was going 10be some kind of a really good 25 So, nhviru alv, I mean, I thought rm

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2 going 10make a signilicant investment in a 2 A I dont really undamfand the
°
3 company like that I was going 10believe 3 question.
4 what he's teling me, that he has al these 4 Q You dont undamfand the question?
5 big acquisitions and major investors comhg 5 Did you perlorm any due diligence on
6 in.° And that's the reason I got Mvolved. 6 LiveXLive or Rob Ellin at any time belore -
7 But at the end of the day, none of it 7 withdrawn.
8 happened. And it ended up that my company, 8 Have you or Wantickets parinrmed any
9 Wantickets, was the only asset that they 9 due dHigence concerning Rob Ellin's
10 really had. And it was very disheartening 10 slalemenIs -hy LiveXLive up until -
11 and 10prove it is Bank of Montreal didnt 11 before the asset purchase agreement was
12 put in the hundred miHon.° I didnt see any 12 signed?
13 of the big inveslors he named, hcluding Gary 13 MR WURTZEL:° Objection10 form
14 Winick put in the money. 14 and 10the characterization of due
15 I didnt see Bass family put in the 15 diigence lo the extent it cals for
promised.° As a matter of a legal mnniuminn
16 money that he fact, 16
17 Gary Winick slated in a deposition that he 17 a Ushg your definition of rannarch
18 wasnt - that he had no interest.° There was 18 did you do any research lo discover the
19 never any deal with him very serious. 19 veracity or lack of veracity of any statement
20 So all this stuff, if you put aH 20 Rob Ellh made10 you before signing the
21 this logether, of course rm going 10invest 21 asset purchase agreement?
22 in the company. You got a billionaire 22 A Wel -
23 pulling money, you got all these major 23 MR WURTZEL:° Objection10
24 annifinitinna coming inlo the company, why 24 form.
25 wouldnt I wantio?° Anyone would wantio put 25 O rd Hkea yes or no answer.° fH

Page 215 Page 217

1 Joseph Schnaier 1 Joseph Schnaier
2 that.° You have $100
money into a deal Ike 2 follow up with that
3 mHIionIPO comhg in. 3 A To the best of my rannilarsinn. and
4 Q. You are beyond my question.° But you 4 rm sure -10 the best of my rannilarfinn
5 said it was a significant kwestment so what 5 did some due dHigence on the company, but
6 steps, if any, did you lake lo do due 6 that being said -
7 diigence on aHthese thhgs you claim Rob 7 Q Thafs your answer -
8 EHintold you about the company, other than 8 A - I dnn't halieve that -
9 just beHeving Rob?° Did you look at any SEC 9 Q You annmarad my question.
10 filings 10see if anythhg was true?° Did you 10 A I dont believe that -
11 ask for any documents from Rob or LiveXLive 11 Q You anawarad my question.° You
12 to show the status of thhgs that he said 12 answered my question.
13 that were in the process of doing? 13 What did that due diligence you did
14 Did you check the websile lo see if 14 consist of?
15 any deals they darn they were working on 15 A I dont recal.
16 were - other than relying on Rob Ellin's 16 Q Maybe a couple of Google searches?
17 word what, if anything, did you do for due 17 A I dont recal.
18 diigence lo conlirm anythhg Rob EIHn1old 18 O Do you remember -
19 you that you clarn 10have relied on? 19 A ActuaHy, I don't believe, though,
20 MR WURTZEL: Objection 10 20 that that is a CEO of a -
21 forme Compound question. 21 a Mr. Schnaier, you¶ have plenty of
22 Q. You could answer. 22 lime lo testify lo things you wantio discuss
23 A I mean - 23 when your attorney asks you questions.
24 MR WURTZEL:° If you undaratand 24 A IYn trying 10answer your question.
25 the question, you can answer. 25 a Youte not.° My question was, do you

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1 Joseph Schnaier 1 Joseph Schnaier
2 remember a shgle act of due dligence you 2 anything.° I would like an
rationalizing
3 did conceming anything Rob Ellin 1oldyou 3 answer lo the question.
4 before the asset purchase agreement was 4 A I dont know the question - I dont
5 signed? 5 undersland the question.
6 A I dont recall, but rm sure I did 6 Q Are you testifying that as an
7 due diligence. 7 arrmrlilari inveslor who is invested in

8 Q. Well, you were able 10find a lot of 8 numerous - withdrawn.

9 information aRer the case lo lile your 9 Are you testifyhg that as someone
10 lawsuit and support aHthese agegations 10 who has made numerous invenimenk, either
11 youte making now. Why werent you able 10 11 through a company you've controlled or
12 discover all these things before signing the 12 yourself as an arrrarillari inveslor, that
13 asset purchase agranrnant? 13 somebody who has been in the Mvestment
14 A Why didnt he disdose aH1his 14 hdustry for twenty plus years, you cant
15 stuff lo me in the beghning and let me make 15 remember a single act of due diligence you
16 a normal decision like a true inveslor 16 look before Mvesting $1.25 milion in
17 instead of hidhg aHthis information and 17 LiveXLive or seling Wantirintn's assels io
18 making me look for it aRer I already got 18 LiveXLive; is that accurate?
19 defrauded? 19 A.° Thars not accurate.

20 Q. Got it 20 O Tell me the shgle act - tel me

21 So it was pretty easy lo thd aRer 21 any act of due diligence you performed.
22 you claim you got defrauded? 22 A. I, obviously, 10the best of my
23 A It was easy for him10 come clean 23 recolection, I would look inb the industry.
24 and leH1hetruth. 24 I would look inb the management° I would
25 Q. But it was easy for you lo thd the 25 look Mb some of the companies he referred

Page 219 Page 221

1 Joseph Schnaier 1 Joseph Schnaier
2 truth when you wanted 10look? 2 10as he was involved with or acquiring. I
3 MR WURTZEL:° Objection. 3 would look into some of the people he said
4 A It was easy - 4 that were Mvolved in the company. I looked
5 MR WURTZEL:° Slop, slop, 5 at his board of directors.
6 objection 10form. 6 Q What do you mean looked al?
7 Q. You could answer my question.° We 7 A. It was on his sile, so Ilook a look
8 keep going back and forth, but youte an 8 and then I looked at them, their history,
9 arrrariitari Mvestor, correcI? 9 which they had a decent history, which I
10 MR WURTZEL: Objection10 10 stil dont unrimi=i how they let them get
11 form. 11 -
away with all this stuffe But I that's
12 Q You've invested b multiple deals, 12 pretly much the due dligence.
13 either yourself or through an entity as an 13 a Did you look at LiveXLive SEC
14 accredited Mvestore And you did - you 14 lilings?
15 cant even remember any due diligence you 15 MR WURTZEL:° Objection10
16 performed before performhg a $1.25 million 16 form.
17 investment in LiveXLive before seling 17 A Irinn'I rarmll ° But rm not sure -

18 Wantickels's assels io LiveXLive Media? 18 rm not 100 percent

19 A Are you realy trying to 19 a Did you -
20 rationaHze - 20 A Itn not 100 percent sure that at the
21 MR WURTZEL: Objection 10 21 lime of the investment1hey were current with
22 forme Hold on, rm objecting 10the 22 their filinge I dont recalle Thars the
23 forme Either answer the question or 23 truth.
24 say you dont unr1arnianri 24 O Did you ever ask for any
25 Q rm asking a question, rm not 25 documentation 10verify any of the things you

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1 Joseph Schnaier 1 Joseph Schnaier
2 daim Rob told you? 2 Q AI right° So you've owned three
3 A I dont recall exactly, but I 3 brokerage companies or branches of the
4 beHeve I must - I dont know.° I dont 4 brokerage companies?
5 recaH. 5 A Branch offices.
6 Q. Do you mmamber Rob or anyone from 6 Q Were you the sole owner of those
7 LiveXLive not providing you denimank you 7 branch offices?
8 requested? 8 A No.
9 A He would send me denimank, but 9 Q What percerdage did you own of each?
10 not - -
mostly e-mals of him his opinion 10 A. I dont recal.° It's diRierent
11 or his lake on what he wanled me to know and 11 O Were you a majority owner of any of
12 what he warded everyone else10 know.° So - 12 them?
13 Q. Did he ever ask you for documerds to 13 A. No.
14 prove that what he was saying was true? 14 Q AI right° Gong back to now to the
15 MR. WURTZEL: Objection 10 15 amended complant.° In Exhibit 41 - sorry,
16 form. 16 paragraph 41 - you say - you discuss
17 A I mean, this is a pubHecompany of, 17 EHin'spilches.° Do you see where I'm
18 you know, a chairman and CEO of a public 18 looking at in paragraph 41?
19 company. I mean, I would assume he's not 19 It says, Blin's pHches, which he
20 going 10lie 10 me, which, you know, on those 20 delivered on multple nronnirnn beginning in
21 e-mails, and then laler linding out that all 21 the second half of 2015 in person by phone
22 those e-maHs, a lot of those e-maHs were 22 and by e-maH10 Mr. Schnaier was Iwofold.
23 false and mininadinge I was exIremely upset 23 A, Ellin 1oldMr. Schnaier he had arranged or
24 MR. ISSER·° AHright Lefs 24 was h the process of arranging for LiveXLive
25 lake a half hour break for lunch. 25 10get the exdusive righls10 live stream

Page 223 Page 225

1 Joseph Schnaier 1 Joseph Schnaier
2 We¶ get back at 2:15. 2 music festivals across the globe, which he
3 (Whereupon, a brief recess was 3 specilically identiliad, and Blin said he
4 laken.) 4 would be able In make arrangements because of
5 BY MR. ISSER 5 his exlensive relationships h the industry.
6 Q. Mr. Schnaier, have you ever owned a 6 What exactly did Mr. EIIM say about
7 brokerage frm in whole or in part,drectly 7 LiveXLive in the process of arranging 10get
8 or indirecHy? 8 live streaming rights for specilic festivals?
9 A No. 9 A Can you repeat that question? I
10 Q. No?° Okay. 10 dont understand what youte asking.
11 A Not10 my knowledger I mean, I 11 Q What exacHy did Mr. EIHnsay10
12 owned a piece of a branch ofRce. 12 you in these multple pitches =h
13 Q Branch ofRoethat did brokerage 13 LiveXLive being in the process of arranging
14 work? 14 for LiveXLive Media 10get the exdusive
15 A Correct. 15 righls10 live stream music festivals across
16 Q Were you a broker b that branch 16 the globe?° Which festivals did he
17 ofRce? 17 speciAcally identilf?
18 A Yes, I was. 18 A That he was getting the streaming
19 Q What was the name of that company? 19 righls to a lot of these major music
20 A Well, it was a few of theme It was 20 festivals; like he said, he landed
21 Montauk Fhancial, we had a piece of that 21 Glastenbury, which is a big one, very
22 branche And then it was Glenn IVichael 22 prestigiouse Coachella - a bunch of
23 Financial, and then there was the last one 23 ultra - a bunch of diffarant mainic
24 that you Iold me about, I forgot the name, it 24 festivalsc And as he got these rights, he
25 escapes me. 25 would get our - he would get us the

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2 - we would do the 2 acqured it, you would have 10wait for the
ticketing tickethg
3 bushess for him. 3 aclual event or they would have10 promole it
4 Q. Now, for these righls when LiveXLive 4 somehow.° I wouldnt know.

5 got streaming righls, how would they make 5 Q Wei, before you invesled money in
them?° How would
6 money off they make it 6 LiveXLive or signed the asset purchase
7 avalable for viewers io see whatever it is 7 agreement, this is 2015 when he made the
8 they're streaming? 8 lirst of several pilches, so you signed the
9 A I guess they would put it up on 9 APA two years later.
10 their platform. 10 So did you ever b between that time
11 Q.° Their
website, you mean their 11 go 10LiveXLive Media's websile to see if
12 website? 12 they were streaming the festivals that
13 A Their platform. 13 Mr. Blin told you he was in the process of
14 Q. What is their platform? 14 arranging?
15 A The LiveXLive platform, music 15 A We signed the APAone year later.
16 platform. 16 a No, this is the second half of 2015.
17 Q. I understand that, but if rm a 17 The APA was signed May 5, 2017.
18 consumer and I wantio watch one of the 18 A I thought you were talking from the
19 evenls they're streaming, how would I go 19 Mvestment side.
20 about thal?° How would I go about watchhg 20 a WeH, either/ore You 1e1mer Did
21 that evenl? 21 you ever, between any of these evenls go lo
22 A I guess you would go lo their sile 22 LiveXLive's websile to see if they were
23 and sign up as a nnhncrihar 23 streamhg the evenls that Mr. Ellin 1oldyou
24 Q And do you think on their sHe rd 24 they were in the process of arranghg?
25 see what evenls they have? 25 A Nor But he sent me an e-mail

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1 Joseph Schnaier 1 Joseph Schnaier
2 A I dont know. 2 stating he landed Glastenbury, donec It
3 Q You dont knowe Well, if I went on 3 means, if he says it, he says iH mean, it
4 the Wantickels website, would I be able to 4 wouldnt be on the sile until the actual
5 see the evenis Wantickets was seHing lickels 5 evenihappens, so I wouldnt know.
6 for9 6 Q So when did he tel you he landed
7 A Oh, we had aHour evenls up on the 7 Glantanhuy?
8 screen. 8 A He sent me an e-maile It was
9 Q Did you ever check LiveXLive's 9 different festivalsc One of them was - I
10 website lo see if they had events up on the 10 was rnpressed, I dont recal the dale.
11 screen? 11 O WeH, who cares if its now or in
12 A I dide I dide And they - I 12 2015 Lefs move.
13 didnt - they had some events upc It was a 13 Other than accepting Mr. Blin's
14 lot of - when we closed with them and we did 14 words for GlanfanNry, did you lake any steps
15 the APA - 15 at all 10verify that LiveXLive had obtained
16 Q I just asked if you ever went lo see 16 the rights for Glastenbury?
17 their evenis on the siter Did you ever go 10 17 A It would be very, very difRcultfor
18 their website and see if their events were on 18 me lo -
19 the websilec Thats aHrm asking. 19 a Did you ask him10 see the contract?
20 A Yes, I did. 20 A I dont recal.
21 Q AI right So do you know then 21 O Do you remember him refusing 10
22 whether if they had acquired the rights 10 22 provide you the contract?
23 live stream events it would be on their 23 A I dont recal.
24 website or not? 24 O Did LiveXLive issue a press release
25 A I wouldnt know because if they 25 saying that they had rights10 Glastenbury?

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2 A I dont mmamber ° No, I dont 2 A Because I didnt see or hear that
remember seeing one. -
3 3 they were going up on his on the LiveXLive
4 Q. Okay.° Do you know, would they have 4 stream sile.
5 issued a press release if they had gotlen 5 O Okay. So you checked the LiveXLive
6 Glaslenbury? 6 stream sile?
7 A Well, then why would he send me that 7 A Laler on, yes.° I did check L° And
8 e-mail? 8 I think IYnon - I believe fm on their
9 Q. Itn just asking if they would have 9 e-mal list, they send me updates.
10 issued a press release if they had golten 10 a You also say that Rob1old you that
11 Glastenbury. 11 Wantickels would do the licketing for the
12 A Maybe he was waithg for the 12 evenls LiveXLive was streamhg.
13 agreement that he signed, maybe he had a 13 Do you know if LiveXLive had the
14 reason, maybe some sort of strategy in not 14 right lo ticket agency for the evenis it was
°
15 releashg it But he sent me the e-mail, so 15 streamhg?
16 why would he send me the e-mail? 16 A I dnniImnw ° I dont know what his
17 Q.° Did Mr. Blin send you press 17 deal was.
18 releases that were issued by LiveXLive that 18 Q Look at paragraph 44 of the amended
19 were signed in 2015 at the signing of the 19 complant. The second senlance says, Unknown
20 purchase agreement? 20 10Mr. Schnaier at the time - and now weYe
21 A I dont remember, I dont recall. 21 1alking shmid FIlin's pitches in 2015, I
22 Q. Youte not sure if he sent you 22 assume - but it says, Moreover, Ellin, if
23 e-mails or press releases about LiveXLive? 23 you look at the second paragraph oiparagraph
24 A I dont recall. 24 44, Unknown 10Mr. Schnaier at the time,
25 Q. How many times did Rob Blin make 25 LiveXLive Media did not have any mhdantial

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1 Joseph Schnaier 1 Joseph Schnaier
2 these pitches before you invested 1.25 2 revenue of ils own.
3 million into LiveXLive? 3 Did you ever check LiveXLive's SEC
4 A I dont recall. 4 lilings to see if that was true before you
5 Q. You say Mr. Ellin said he was in the 5 Mvested $1.25 million b LiveXLive?
6 process of arranging.° What exactly did he 6 A IYnnot sure.
7 say? 7 Q You might not have?
8 A Process of arranging what? 8 A I dont recall if I did or I didnt.
9 Q. In paragraph - the paragraph we 9 Q Well, as an accredited Mvestor
10 were just reading.° As part of his pitch, you 10 beng given hformation, would you have
11 said LiveXLive - that Mr. EIIMtold Mr. 11 looked 10see if the company you were
12 Schnaier that he arranged or was in the 12 Mvesting $1.25 million or selling your
13 process of arranging for LiveXLive Media10 13 business io had revenues and assels?
14 get the exdusive rights 10live stream 14 A It's possible.
15 music. 15 Q WeH, let's look at1ab 21.
16 What exactly did he say shmid heinn 16 (Whereupon, at this time, the
17 in the process of arranging? 17 reporter marked the above-mentioned
Defendants'
18 A I guess arranghg our Wantickels 18 QA amended report as
19 involvement in selling tickets, IYn animbv) 19 Exhibit 20 for identification.)
20 I dont know what you're asking. fm not 20 BY MR. ISSER
21 sure, Itn not dear. 21 O This is the two QA amended reports
22 Q. How do you know LiveXLive didnt get 22 for Lolon Corp.illed on 11/24/2015 with the
23 the festivals or evenis that Mr. Ellin told 23 Securities and Exchange Cnmmiminn for the
24 you they had gotten or were in the process of 24 period ending 9fd0/2015.
25 getting? 25 Now, if you go down, doesnt this

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1 Joseph Schnaier 1 Joseph Schnaier
2 Hstgo lo tinancial informalinn - doesnt 2 which is PDF 124, which wil take you loo
3 this HstLiveXLive's assels, Lalon at1he 3 long 10get there.
4 lime's assets and liabilities? 4 A Repeat that?
5 A Yes.° But this was aHfrom Kokos, 5 Q Exhibit Dio the amarw1ari complant,
6 and they were in a lawsuit wilh Kokos, which 6 the amanriari complaint is Exhibit 2 and
7 I also didnt know about.° And I thhk they 7 Exhibit D is page 124.
8 ended up losing all of that business b a 8 A 124?
9 lawsut So this revenue is mininarling 9 Q You got L Should I get a cup of
10 Q. Which revenue? 10 coffee whle you look for il?° It's 232.
11 A Whatever they're showing here ° It's 11 Let's see how long it takes for you 10get
12 probably from Kokos, I beleve, in 2015. And 12 there.
13 I beHeve they were in the middle of a 13 A.° 124?

14 lawsuit with Kokos for a shlar reason that 14 Q Yes.

15 he did 10Wantickets.° And this is where the 15 A. IYnhere.
16 revenue came from. It didnt come from 16 Q You see here, it says, Overal
17 streaming, and it didnt come from anylhhg 17 update pipelhe, November 17, 2015, correct?
18 like that ° I thhk it was the club that 18 A. Wait a second, wait a second,
- amended complant -
19 they that he defrauded also. 19
20 Q. Your counsel rimannt brank out 20 a AI right, youte not there.
21 Kokos? 21 A Amended complaint paragraph 124?
22 A No, he doesnt break rud anulhing in 22 O No, thal's not what I said.° I said
23 theirigingsc Even Slacker, you dont know 23 Exhibit Dio the amanrinri complaint which is
24 where the revenue comes from on the LiveXLive 24 page 1242 Excellent ° Youte keeping your
25 filings. It's all very nontransparent 25 consintancy Mr. Schnaier, fantastic.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q Well, did you ever ask him?° I mean, 2 A I wontiake that as an offense.
3 you could have asked hh - did you ever 3 Q You should not.
4 thinkio ask Rob lo break down this for you, 4 A Okayc Exhbit D7
5 did you even try? 5 Q Which is on PDF page 124 is the
6 A I dont recall doing it ° But I also 6 exhibit lab, 125 is the page.
7 recaH1hat he didntleg me he was in the 7 Frmllard ° Wete on 2:33, the time,

8 middle of a lawsuit with this company whle 8 I mean, so far a minule.

9 he was talkhg 10mer And, you know, that 9 A Itn having problems with my -
10 was another. 10 a Itn sure you aree 2342 Wete at
11 Q Thats not my question. 11 two minutes now, Mr. Schnaier.
12 Did you ask him10 break down the 12 PDF page 1242 Exhibit Dio the
13 inancial information? 13 amended complant.
14 A I dont recalle I dont recall 14 MR ISSER' Josh, why dont you
15 askhg hh. 15 e-mal hn a PDF of the amended
16 Q You know Richard Blakely, he checked 16 complainl?° Maybe thafs the problem.

17 the SECillhgs and he was able to riatarmina 17 A 11lind L

18 that LiveXLive didnt have any revenues or 18 O IYnsure you wil.
19 assels? 19 MR WURTZEL:° Do you have the
20 A Well, Richard Blakely is the best. 20 complainl?° We've rafaranmri it

21 That's why I have him as my CEO, had him. 21 before lodayc Do you have it?
22 Q Did he ever lel you that he 22 MR ISSER" I would think, but
23 discovered that? 23 it seems lo lake him quHe a long
24 A I dont recall. 24 time.
25 Q Look at Exhbit Dio the complant 25 MR WURTZEL:° Because there are

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1 Joseph Schnaier 1 Joseph Schnaier
2 probably 10 or 15 exhibils in the 2 MR ISSER° PDF page 124.
3 complaint 3 Es 2:37. Five mhules.
4 MR ISSER Right.° Ilold hrn 4 THE WITNESS: Okay. We're
5 its PDF page 124. How hard is it? 5 here.
6 MR WURTZEL:° Joe, can you 6 BY MR ISSER
7 access the PDF pages? 7 Q Just aller five minutes, loo bad.
8 THE WITNESS:° Nor Is it 8 AII right° You refer io this
9 lowards - all the way at the botlom? 9 drmment in your complaint, correcI?
10 MR ISSER° Es now 2:352 It 10 A Are you lalking about -
11 cok three minutes for Mr. Schnaier 11 O IYnat Exhbit D.
12 olind PDF page 124. 12 A - the launch document?
13 A Exhibit D, right? 13 a Overall updale/pipelhe, launch
14 Q Exhibit De PDF page 124. 14 underneath that, yes.
15 MR WURTZEL:° Is the issue 15 You referio that in your complaint,
16 linding it or downloading it? 16 right?
17 THE WITNESS:° The issue is 17 A I thhk so.
° O Lers put it this wayc Dont go
18 dnwninadkvj it and linding it rm 18
19 at Exhibit K, but I dont see Exhibit 19 hark harman I dont have another five

20 D. 20 minutes, but I will representio you that

21 MR ISSER° Es on page 124 of 21 paragraph 45 in your complaint says that in
22 the PDF pagese You look at the lop, 22 November 2015 Ellin sent Mr. Schnaier a copy
23 you can do a thing on the lop - 23 entitled overall update pipeline that
24 MR WURTZEL:° I dont see PDF 24 purported 10list Blin's plans for LiveXLive
25 pages. 25 and this document is that document

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR ISSER° Did you dnwninad it 2 So now I ask you, what did you think
3 as a PDF7° Do you wantio send him a 3 was meant by the larm ppeline in this
4 PDF e-mar? 4 document?
5 MR WURTZEL:° Why dont you 5 A Things that he's working on or has
6 just do a screen share for this one? 6 done.
7 MR ISSER° rm using a 7 Q Okayc So it might not be things
8 different computere My drmmants are 8 that were hcluded, correcI?
9 on a different computere Es 2:36, 9 A Possibly not
10 four minutes now10 find that page of 10 a AII right° And did you ever discuss
11 the document, Josh. 11 this document with Rob?
12 MR WURTZEL:° I dont know what 12 A I believe I did.
13 you want me lo doc Es a 13 a What did he say10 you and what did
14 100-somethhg page document 14 you say10 hrn?
15 MR ISSER° Es not that hard. 15 A I have 10read it ° I dont recall
16 Did you e-mail your dient a PDF 16 exacIly what we would have discussed.
17 drmmann° Maybe he doesnt know how 17 Q As we go through it, you could lell
18 10download it as a PDFe I honestly 18 me what he might have1old you.
19 dont understand the probleme Maybe 19 A I mean, likely he was telling me
20 you can give me an explanation of 20 that he had all this stuff done lo get me10,
21 what we can do lo cure this problem. 21 you know, 10get my company sold 10him.
22 MR WURTZEL:° This is the 22 O He 1oldyou all the stuff in this
23 amended complaht? 23 was done?
24 MR ISSER° Yes. 24 A Most likely he1old me that this is
25 THE WITNESS:° What page is it? 25 what he's doing or got done for me lo merge

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1 Joseph Schnaier 1 Joseph Schnaier
2 wilh him. 2 this, just got this.
3 Q I agreer So in 2015, he1old you 3 Q And this is now - this is between
4 all these details were completed, under 4 May 2016 and May 20172 So this would have
5 launch? 5 been on his websile before you signed the
6 A Let me read it ° I would have10 6 APA, correct?
7 read one by oner I dont remember every 7 A We signed the APA in May 2016.
8 ileme You want me lo go through it one by 8 Q 2017, Mr. Schnaier.
9 one wilh you? 9 A 2017, rm sony.
10 Q fll go through it with you, how 10 a So did you check the websile lo see
11 about that? 11 if six10 eight festivals b the 2016/2017
12 Lefs look at the fourth bullet 12 season had been up for subscriptions up on
13 pointe You see where it says, Six10 eight 13 the websile for LiveXLive afmaming evenis?
14 festivals 10be secured from May 2016 10 May 14 A Possible, I dont recall.
15 20177 15 a WeH, how do you know its not true
16 A Sixio eight festivals, yes. 16 that he obtained six10 eight festivals from
17 Q AII righte Is that true?° Do you 17 May 2016 10 May
20177

18 know if Rob - did he daim that he secured 18 A I dnn't knnw specilically what
19 them?° Here it says io be securedc Do you 19 festivals youte lalkhg about, but I do know
20 know what process he was in, where in the 20 that there are festivals that he 1oldme that
21 process he was for these six10 eight 21 he landed or dosed or whatever that had 10
22 festivals? 22 that - you know, 10that sort of1alk that
23 MR. WURTZEL: Objection10 23 didnt get done, which he said did get done.
24 form. 24 O WeH, you slate b the next
25 A I dont know. 25 paragraph in the complaht that LiveXLive

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q Did you ask Rob where he was h the 2 never had - never got and was not even
3 process of securing these festivals? 3 workhg on any of these deals or
4 A When? 4 partnerships.
5 Q Ever. 5 So Itn asking how you know that10
6 A I mean, rm sure we spoke, you know, 6 be true, conceming the six10 eight
7 p etty often when we were in the process of 7 festivals10 be secured from May 201610 May
8 merging. 8 2017?
9 Q What did you say 10hrn and what did 9 MR. WURTZEL:° Objection 10
10 he say10 you conceming the afntament that 10 form.
11 there are six10 eight festivals10 be 11 Q You can answer.
12 secured from May 2016 10 May 20177 12 A I believe if he had these festivals
13 A He said there were six10 eight 13 secured that he pmmined that he1old me of,
14 festivals 10be secured between 2016 and 14 he would have made some kind of annnunnament
15 2017. 15 or it would have been on the sile, it would
16 Q Did he say he had secured them? 16 have been done.
17 A Well, you have10 be specilic about 17 Q So why when you signed the APA did
18 which ones. 18 you lake any steps10 see if any announcement
19 Q Did he lell you which ones he was 19 about them was made or if they were on the
20 refening lo? 20 sile?
21 A Yesc And he e-maged - a lot of 21 A Nor Because some of them, it
22 them he e-mailed 10me. 22 depends on what you're1alking about
23 Q What do you mean he e-mailed them10 23 specifically.
24 you? 24 a rm talking about the six10 eight
25 A He sent me messages, Just landed 25 festivals.

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1 Joseph Schnaier 1 Joseph Schnaier
2 A Could you not Henupt me, please? 2 signed the APA on May 5, 2017. Are you
3 Q. You asked what rm talking about. 3 saying there were still festivals that may
4 MR WURTZEL:° Finish the 4 have occurred b May of 2017 that Rob had not
5 answer, please. 5 linalized the streamhg righls by May 5,
6 A Some of them he was b the process 6 2017?
7 of still dosing.° Some of them didnt happen 7 MR WURTZEL:° Objection of
8 yet that he said got done but didnt get 8 form.
9 done, just the festival wasnt there yet it 9 A I would not -
10 was just in months or a year or whatever the 10 MR WURTZEL:° Hold on.° I need
11 case was.° You have 10be specific on every 11 10make the objection before you
12 festival. 12 answer.° Give me a second.

13 Q. Oh, no, you made an allegation in 13 Objection 10form. Now you can
14 the complant, you listed this bullet point 14 answer.
15 that said, Rob repranarded that there were 15 A I dont know, because I wouldnt
16 six10 eight festivals10 be secured from May 16 know.° I wasnt involved with those

17 201610 May 2017, and then allege LiveXLive 17 negotiations.

18 media never had - never got and was not even 18 O Did you ask about the negotiations?
19 working on any of these deals or 19 Did ever say10 Rob, Hey, you1old me back b
20 partnerships. 20 2016 you were going 10secure six10 eight
21 So rm asking you, all these six10 21 festivals by May 2017.° It's now May 4th,
22 eight festivals would have occurred by May 22 we're about lo sign an asset purchase
23 2017 or b May 2017, before you signed the 23 agreement tnmnrrr=. whatever happened 10
24 APA° As you just those festivals?° Did you ever have a
said, it would be on their 24
25 website and it would have been a press 25 conversation in words or substance Ike that

Page 247 Page 249

1 Joseph Schnaier 1 Joseph Schnaier
2 release about the six10eight festivals, I 2 with Rob?
3 assume. Did you follow up and see if they 3 MR WURTZEL:° Objection 10
4 secured these six10 eight deals? 4 form.
5 A A lot of them were, you know, they 5 A I dont recall but I assume that I
6 could have still been b process and ready10 6 did, I probably did.
7 go and at that point in between that1kne, 7 Q What did he1ell you?
8 you know, we were really workhg - I was 8 A I dont recall, but he would tell
9 running a bushess and we were working on 9 me, obviously, if I was okay with it, he must
10 that acquisition.° And rm sure I was - I 10 have 1oldme everything was good.
11 had Richard, other people lookhg 10see 11 Q So on May 4th, there should have
12 whafs coming in.° LiveX people gave us 12 been signed contracIs with six10 eight
13 updates, I just dont recall specifically. 13 festivals that were occuning in the next
14 Ask me specilic festivals.° I just dont 14 month.° And you - and it should have been -

15 recall spacifrallv 15 did you ever ask him why it wasnt on the
16 Q. rm gong by your allegation. What 16 websile then if they were doing festivals in
17 specific festivals did Rob tell you - 17 the next 30 days?
18 withdrawn? 18 MR WURTZEL:° Objection of
19 A rm tellhg you - 19 form.
20 Q. The question is withdrawn 20 A I dont recall, but why would I
21 So I dont undersland what you mean 21 assume he was a liar9
22 some would still be in the process.° In 2015 22 a WeH, for any of these other bullet
23 you were told that, you are claiming you were 23 poHs on the launch, did you lake any steps
24 told that six10 eight festivals would be 24 10check the websile or SEC flings, or ask
25 secured from May 2016 10 May 2017. You 25 anyone 10look inlo it, or the press

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1 Joseph Schnaier 1 Joseph Schnaier
2 releases?° Did you lake Q AHright ° So why did you then
any sleps to verify 2
3 whether any of these buHetpoinls armrrar17 3 accept an these other represenlations
4 A Like here, like 11show you, like 4 without looking further if you didnt agree
5 look what he did on thisc Six10 eight 5 with the one that you knew anylhing about?
6 venues and dubs, with ongong cortent 6 A Wei, the beller question is -
7 concerts parinrmancan 7 MR. WURTZEL:° Objection 10
8 Q.° Right. 8 form.
9 A So the only way that he would have 9 Q rd rather you answer the question I
10 had six10 eight venues and dubs is through 10 asked.
11 Wantickels's relationshps that we ticketed. 11 A The question is, Irinnt ranall why
12 Because we ticketed most of the nighldubs, 12 at that time what I was thinking, but the
13 Vegas and in Miamic So even snrnath-rig like 13 betler question is why is he writing this?
14 this, I mean, he would just - Irinnt knnw 14 O The cause of your question asks for
15 if he - I dont thhk he just sent this10 15 verification for any of the ather things he
16 me, but he was - he must have1old ather 16 said, though, is that correct?
17 people, you know, before the Wantirkets deal 17 A frn sony, can you repeat that?
18 was done, rm assuming. 18 O Withdrawne Have you looked at
19 Because rm just looking at this, 19 paragraph 47 of the complaint, you wrile, On
20 rm just realizing it now, but six10 eight 20 January 22, 2016, Blin e-mailed Schnaier
21 venues or dubs would probably have10 come 21 slating that LiveXLive Media had signed a
22 from Wantickels's relalinrsfiipse And that 22 deal with China Brands.
23 deal wasnt done yet. 23 When did you discover that wasnt
24 So if he's sendhg this around, I 24 true?° Let me
ask, whle you're thinking, let
25 mean, he's misleading ather people ather than 25 me ask the next paragraph, On January 26,

Page 251 Page 253

1 Joseph Schnaier 1 Joseph Schnaier
2 myself, and that I can see that right away. 2 2016, EIin agan e-maled Mr. Schnaier
3 There are some ather things heree None of 3 stating that China Brands wil be annnunmi
4 this stuff - digital residency, I mean, I 4 1omorrow and Randy Jackson joking teame And
5 looked at this stuff, you know, even this 5 you say that thats a known lie - this is
6 acquisition, multple - like he's sending 6 also a known liec Do you know if China
7 this10 ather people with Wantir*ain'm 7 Brands was announced the next day?
8 licketing, LOI next two weeks, I mean, this 8 A I dont recaH, but I dont remember
9 is obviously misleading 10me. 9 Randy Jackson ever being brought lo the1eam.
10 Q Thats a good point, Mr. Schnaier. 10 a Did you ever folow up lo see if
11 A Right. 11 China Brands was anrmnnari the next day?
12 Q The acquisition - let me finish. 12 A The Randy Jackson thing was probably
13 A I realize that now. 13 more appealing to me.
14 Q Let me finish my question. 14 O IYnnot asking you what is appeaHng
15 There's acquisition multiple in 15 10your rm asking you, did you follow up
16 works, i.e., licketing, Wantickels letter of 16 whether China Brands was annronmi the next
17 intent next two weeksc Is that true?° There 17 day?

18 was going 10be a letter of intent with 18 A It's possible, I dont recall.
19 Wantir*als in the next two weeks? 19 a WeH, did you lake any steps10
20 A I dont recall when this was done. 20 determhe - when did you learn that there
21 So I dont know. 21 was no deal with Randy Jackson or no deal
22 Q Its dated 11/17/152 So lets 22 with China Brands?
23 assume November 17, 20152 Is that true? 23 A By the time I - weH, before we
24 A I didnt - I dont recall the LOI 24 liled the suit, al the ininrmatinn.
25 being done until July. 25 a How did you lind that out?

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1 Joseph Schnaier 1 Joseph Schnaier
2 A I dont recall exacHy how I found 2 A It's a good questione I had
3 it out. 3 allomeysc I had allomeys, and, you know,
4 Q What did you do aRer all this b 4 we did the best we could, I guesse Looking
5 orderio fie a lawsuit that you didnt do 5 back, anyone could change the way you do
6 before 10leam aHof this infnrrnatinn? 6 things aH1helimer But, you know, thats
7 A Probably started 10 dig deeper aller 7 the old saying, had I known now - had I
8 I got dafraudad by him. 8 known then what I know now, you know.
9 Q Would you have dug deeper before you 9 Q But isnt it standard 10do due
10 invested money in LiveXLive Media or sold 10 diligence before making an investmentio sel
11 your bushess io LiveXLive Media? 11 your company when youte receiving slock for
12 MR. WURTZEL: Objection 10 12 the comparr/?
13 form. 13 A We did some due diligencer I mean,
14 A That doesnt give hrn the right lo 14 we did our due diligence and, obviously, it
15 defraud me. 15 wasnt enough probably.
16 Q Well, Mr. Ellin's daiming 16 O WeH, what due diligence -
17 anrnuraments would be made1omorrow and 17 A But, still, like I said, that
18 theyte not made, a letler of Mtent going 18 doesnt give him the right lo defraud
19 out in two weeks when they're not, didnt you 19 somebody.
20 see that as a red flag that rnnuha you should 20 a Itn not asking you about his rights.
21 look into these things - 21 Ijustlind it interesting that you make all
22 MR. WURTZEL: Objection 10 22 these agegations about things Rob said and
23 form. 23 did that arentirue, but in the complant
24 Q - of another claim Mr. BHn made 24 you seemed 10be able to get the information.
25 10you? 25 What is the reason you didnt get

Page 255 Page 257

1 Joseph Schnaier 1 Joseph Schnaier
2 MR. WURTZEL:° Objection10 2 that infnrrnatinn before?° Did Mr. EIHngive

3 form. 3 you documenis?° Did you ask him follow-up

4 A I dont recall seeing that back then 4 questions and he lied 10you?° Explain 10 me,
5 or focusing on it ° But I dnnt knnw what I 5 did you just accept what he was saying and
6 was thhking, I dont know, I dnnt ranall 6 made the Mvestmentio sell your company?
7 Q You just decided 101rust Mr. EHin 7 A Wel, these, it only became more
8 because he's the charman of a 8 apparentio me and getting more involved b
9 publicaly-traded company, correct? 9 this stuff after he already, you know,
10 A Noc Not at age Ijust - I dont 10 1olally lied and deceived aRer we closed the
11 know at that trne what the situation was, 11 APA
12 where I would have - it could have been I 12 So thats when, you know, things -
13 told him10 correct it ° It could have been 13 everythhg started coming oute I slarted
14 anythinge Ijust dont recaH. 14 looking into it moree And not only that,
15 Q rm not talking about just the 15 people were comhg out of the woodworks
16 Wantinkafn ° It would have been easy for you 16 saying, You know, they did this lo me and
17 10investigate whether the thhgs b these 17 they did this 10this personc Listen, he's
18 launch bullet poMls are correct as you found 18 notorious for this.
19 out aRer the complaint was fled that you 19 There's no gong about it and you
20 claim them10 be incorrect. 20 could protect hrn and put me on the defensive
21 So my question 10you is, why didnt 21 why I didnt do enough due diligence, but at
22 you lake those steps before Mvesting b 22 the end of the day, this guy lied and cheated
23 LiveXLive, seling your company10 LiveXLive. 23 me, deceived me and he dafrairiad me.
24 Those steps you look altarwarris, why didnt 24 O Thars not responsive lo my
25 you lake before? 25 question.

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1 Joseph Schnaier 1 Joseph Schnaier
2 But you daim Mr. Ellin is 2 as wel, and I found that very intaranting
3 notorious. Was he notorious before you 3 Laterio find out that he didnt do
4 invesled $1.25 million and before you sold 4 anylhing for LiveXLive and I dont even know
5 your company 10hrn in exchange for stock? 5 if he met Rob parannallv ° He had nothing 10
6 Did he have the same noloriety in 2015 that 6 do wHh the company other than have some
7 you daim he has nov/? 7 shares for the advisory board.
8 A It's possible he did but for me 8 Q Do you clarn Rob misled you about
9 -mily, he didnt. 9 whether LiveXLive had righls io stream Rock
10 Q. Thats my question. 10 b Rio?
11 A No. 11 A Nor I believe they had the rights
12 Q. Thank you, Mr.Rehnniar 12 10stream Rock in Rior I thhk they do
13 A The answer is, 10me he didnt have 13 stream Rock in Rio.
14 that notoriety prior. 14 Q AI righte Did you ever meet Rob in
15 Q But did you ask around about this? 15 the Trump International Hotel in Manhalian in
16 A I dont recall. 16 May of 2016?
17 Q And the one deal that you had with 17 A Yes.
18 Mr. Ellin resuHed in you being lined by 18 O And who attendad?
19 FINRA and being removed from the securities 19 A Me, Rob, and his son Alex.
20 industry, correct? 20 a And what was diarssmad at that
21 A If I would have paid that line I 21 meeting?
22 wasnt going 10be removed. 22 A He was dinrsmang, I beHeve, at
23 Q The one dealing with him before this 23 that time he was dinrsmang making the
24 resuMedin what you said was worse than 24 Mvestment at that time into the company.
25 gotten 10your reputation, correct? 25 O Was the investment lied 10a merger

Page 259 Page 261

1 Joseph Schnaier 1 Joseph Schnaier
2 A That was laler on. 2 or sale of Wantickels by LiveXLive?
3 Q WHhdrawn. 3 A No.
4 Did anybody from LiveXLive discuss 4 Q Did you discuss an investment - did
5 Shaquile ONeill with you? 5 you discuss1he sale of Wantickels's assels
6 A Yes, he did. 6 or a sale of Wantickels io LiveXLive before
7 Q What did Rob say10 you and what did 7 the investment?
8 you say10 him about ShaquiHe ONeill? 8 A It's possble we did, yes, I beHeve
9 A I dont recall the exact dale, but 9 so.
10 he said Shaquille was coming on, I believe, 10 a When did you first slart dingsswing
11 at that time he was coming on as the advisory 11 with Rob possible sale of Wantirkats or ils
12 board and he was gong 10be very helpful 12 assels io LiveXLive?
13 with his relatinnnhp, especialy in the 13 A I dont recal the dale.
14 music world because he was, at that time he 14 Q And what was diarssmad at this May
15 was getthg very populare He was a deejay 15 2016 meeting again?
16 and not only a hankathall player, one of the 16 A You mean the meeting at the Trump
17 greals, but he was also a deejay and he was 17 hotel?
18 doing some rap with some other very popular 18 Q Yes.
19 rappers. 19 A
I beHeve it was mostly b regards
20 And he was gong 10 bring aH1hese 20 10 him, you know, talkhg 10me about - it
21 relationships for festivals because he 21 seemed as though he was pretly - he was out
22 actually plays in festivalsc And he was 22 there trying 10raise money.
23 going 10be involved b bringhg the 23 a AHrighte WeH, then you clarn at
24 raintinnnhips, and that was a blessing 10me. 24 the meeting he said he was raishg capHal
25 rm an MBA fan, rm a Shaquille ONeil fan 25 from other investors at $5 a sharec Do you

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2 know if thats true? 2 A Obviously not, he charged me $5,
3 A I found out later, its not true. 3 everyone else got much cheaper
4 Q. Well, you said the market price was 4 Q You said that was a friend and
5 $5 a share when you made your inwnsment 5 family price?
6 which is a month later. So why is that not 6 A No, thats more of like a flea
7 true? 7 market kind of thing, you know.
8 A Thats something he's going 10have 8 Q And you said Bass famiy invesied
9 10answer for, because thafs not right what 9 $10 million, did you ever ask him10 verify
10 he did. 10 that with documenlation?
11 Q. I didnt ask you that.° You said 11 A Possible, I dnn't rnonil
12 that $5 a share was the market price in June 12 a Who is the Bass family?
13 of 2016. So Itn going 10ask you, how do you 13 A I believe theyte a very wealthy
14 know its not true - how do you know he 14 family in Texas.
15 wasnt raishg money from other Mvestors at 15 Q Had you heard of them before Rob
16 $5 a share? 16 menlioned them10 you?
17 A Because we - its that discovery 17 A I thhk so.
18 that people never paid that. 18 O You think so.° I mean, you seem io
19 Q. When and how did you discover this? 19 think its a pretty important thhg that they
20 A Thats privileged. 20 Mvesied in LiveXLive, no? Or am I missing
21 Q. You were provided an opportunity of 21 somethhg?
22 due diligence, correct, before the asset 22 MR. WURTZEL:° Objection10
23 purchase agreement was signed? 23 form.
24 MR. WURTZEL: Objection of 24 O Did that sway you?° Did you rely on
25 form. 25 the fact that the Bass family had invesled

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Wdhdrawn. 2 $10 million in LiveXLive in decidhg whether
3 And you say - who is the Bass 3 or not to make an invnatment b LiveXLive
4 famiy? 4 media?
5 A Excuse me? 5 A I dont know about that, but its
Q. Wdhdrawn. -
6 6 delinilely impressive10 have a rich a big
7 What steps, if any, did you lake in 7 family like that, a successful family put
8 May of 201610 determine if Rob was raishg 8 money MIo a company.
9 money from other investors at $5 a share? 9 Q Lefs look at1ab 63, please.
10 A Like I said, the stock was trading 10 (Whereupon, at this time, the
11 at around $5 a share, and thats - he 11 reporter marked the above-mantinned
nafandnnis'
12 charged me, thafs what I figured, you know, 12 e-mail exchanged as
13 thats what everyone was payinge Because 13 Exhibit 21 for iderdificatinn )
14 thats where it was tradhg at.° Not knowng 14 BY MR. ISSER
15 that he gave favorable deals 10different 15 Q Before we get to that, when you say
16 people, friends and family at much cheaper 16 he 1oldyou the Bass family had Mvested, did
17 prices based on nothhg. 17 you understand what he meant by Mvested?
18 Q. Were you a friend or family of 18 A I thhk he -10 the best of my
19 Rob's? 19 recollection, I think he sent me something on
20 A Obviously not. 20 e-mail or the term sheet that they were
21 Q But why would you be a friend?° You 21 giving theme I dont her exactlye But

22 said you only knew hrn from afar when you 22 there was something - there was ammathinn
23 slarted diarmainn - 23 there that showed that he was talkhg to
24 A I didnt say I was a friend. 24 them.
25 Q You said obviously not. 25 Q AII righte But when he said

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conecI?° It °
2 invesled, that could be a loan, 2 my inunstment He wanled me lo go help him
3 didnt necessarily mean that they were buying 3 raise money.
4 shares? 4 Q I see.° But did this demnnalmte he
5 MR. WURTZEL:° Objection 10 5 was dinessuåvj an investment wilh the Bass
6 form. 6 family?

7 Q.° You can answer. 7 A This shows, I mean, - can I read

8 A No.° A loan would be debt° An 8 it?

9 investment is an equity position, I believe. 9 Q Did you ever ask him - this says
10 Q. AII right.° Well, that's tine but 10 converthle notes, so that would be an
11 here, if you look at1ab 63, and the lop 11 Mvestment, correct?
12 e-mail is from David Bass 10Robert Ellin and 12 A It converts inlo equity.
13 Joe Schnaier dated August 12, 2016. Its an 13 a Did you ever ask him if this
14 e-mail exchange.° Did you send and receive 14 Mvestment closed?
15 these e-mails? 15 A I was under the assumption, he made
16 A Did I - rm sorry, did I what? 16 it seem as though it dosed.
17 Q. Did you send and receive these 17 Q How did he make it seem its closed
18 e-mails? 18 - withdrawn.

19 A Did I send these e-mails? 19 Did you ever ask hh then 10see the
20 Q. And receive them.° Its an e-mail 20 signed documenis?
21 chah; you understand its more than one 21 A I dnni meall. but I dont think
22 e-mail. Some you sent, some you received. 22 thats really - I dont think you're
23 rm asking you if you sent or received all of 23 supposed 10show someone's personal signed
24 these e-mails? 24 documenls.° Maybe the Bass
family didnt
25 A It looks like it 25 want - you know, thats like a very touchy

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Okay. Thafs the answer then. 2 kind of thinge I dont think he would do
3 Now, on the bottom, you say, Please 3 that.
4 send me Bass famiy bridge does, correct? 4 Q Was this sheet already sentio you?
5 A I see that I wrote1hat 5 A He sent itio me.
6 Q. And then aRer a few e-mails, David 6 Q So you didnt thhk lo ask him -
7 then says, this one from January and if you 7 A I didnt think -
8 scroHdown they sent you the Bass family 8 MR. WURTZEL:° Hold on, stop.
9 loan bridge doc, right? 9 Objection 10form.° I dont think
10 A It looks like it 10 there was a complele question, so
11 Q And why did you ask for the Bass 11 wait.
12 doc7 O If he showed you this, why didnt
family loan bridge 12
13 A I dont recall the exact 13 you ask hh10 indude the Mvantment he said
14 ckcumstances.° I dnnt mmember the exact 14 it includes?
15 ckcumstances. 15 MR. WURTZEL:° Objection10
16 Q. Was it because when he1old you 16 form.
17 about the Bass family investment he was 17 A Can you repeat that, please?
- O If he sent you the term sheet, why
18 refening 10 well, this is a convertible 18
19 loan note, right?° So that would be - 19 didnt you ask him for proof that the
20 A Oh, wait a second, I remember this. 20 Mvestment closed?
21 I remember thisc rm sonyc This - he 21 A I dont recall if I did or I didnt,
22 asked me lo try 10go 10someone 10get a 22 but I think the way I read - as far as I
23 bridge loane And he said these are the terms 23 know, some of the investmenls closed already.
24 he's doing with the Bass familyc So I asked 24 So I dnniknnw if I asked hh10 see a doc
25 hh for thatc Thats what it wase It wasnt 25 or if he showed it or at the end of the day I

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2 dont even think they did dose, unless 11 2 Not, you know, nothhg more nothing less.
3 be shocked if they did. 3 O Itn not asking - in response - did
4 Q. And when did you leam they didnt 4 you ever request dmimanin - you cant seem
5 dose? 5 10remember any speciAc documenls you
6 A avnannn1old me - I heard from this 6 requesled, so weYe going to do this
7 awhile ago.° It was already - it was 7 generally.
8 aAer - it was already probably aAer my 8 Did Rob or LiveXLive ever refuse lo
9 lawsuit, or a lilile before the lawsut 9 send you dmimenIn that you requested, and if
10 Q. Before you signed the subscrption 10 they did, tell me?
11 agreement, were there any other 11 A Oh, yes, yes.
12 repmannlatinna that Rob made 10you which 12 MR. WURTZEL:° Hold on, slop,
13 you daim are not true, which we havent 13 objection to form.
14 diarsinand'? 14 Q You can answer.
15 A I think there were many. 15 A Okay.° Yes, they did.
16 Q. rm saying before you signed the 16 Q What?
17 subscription agmemant and Mvesled 1.25 17 A I recall asking to see the cap
18 million what statements did Rob say10 you 18 lable.
19 that you believe were not true that we have 19 a And they said no?
20 not yet discussed? 20 A. Yes.
21 A For many - I have10 go through 21 Q AII right.° Anythhg else?
22 - I have10 go through records.° I cant 22 A. He said it wasnt - I wasnt
my
23 recall oAhand. 23 allowed to see that.
24 Q.° Q Okayc Anythhg else?
Any come10 mind that we havent 24
25 discussed? 25 A To the best of my mnnllarsinn

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1 Joseph Schnaier 1 Joseph Schnaier
2 A I cant recall, Itn sorrye I dont 2 there were probably some stuff there with
3 wantio make a mistake. 3 regards 10the Bank of Montreal dmimanintinn
4 Q Thats line. 4 which also I probably wasnt aHowed 10see.
5 Now, before you executed the 5 Q So this is actually - lets use the
6 subscription agreement, did you ask Rob - 6 APA.
7 did you or anyone at Wantickels ask Rob or 7 A And then there is the - you see if
8 anyone at LiveXLive for any documenls 8 you give me, you know, Ihe by line ilems,
9 concerning LiveXLive's business? 9 11be able lo leHyou.
10 A Did I or anybody - can you repeat 10 a What did you ask for - inslead of
11 that, please? 11 making it for the subscription agreement,
12 Q Did you either - did you ask before 12 lets make it before signing the asset
13 signing the subscrption agreement, did you 13 purchase agreement
14 ask Rob or anyone at LiveXLive for any 14 So you asked for the cap table at
15 documents conceming LiveXLive's business? 15 some point and he said he couldnt give you
16 A To the best of my recollection, IYn 16 that What did you ask for mnenminn Bank
17 sure I dide I believe I did. 17 of Montreal that he mildn't shnw you?
18 Q What did you ask for9 18 A I dont recall speciAcally what I
19 A I dont knowc I dont know exactly 19 asked forc But there are thhgs that I asked
20 speciAcaHywhat youte asking, but rm sure 20 justio see whafs going on, how its moving
21 I asked for dm jmanIn and stuff. 21 along, I guess.
22 Q And did they ever refuse lo provide 22 O WeH, youte aware that Bank of
23 you with dm jmanis you requested? 23 Montreal lied an S1 aller the Wantickels
24 A Typicaly, you know, Rob would 24 deal dosed within days, correct?
25 realy only send what he wants you lo see. 25 A Was that Rank of Montreal or was

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1 Joseph Schnaier 1 Joseph Schnaier
2 that LiveXLive that filed it? 2 Youte asking the witness io
3 Q. Well, Bank of Montreal was going 10 3 speculale about what mne else
4 be the undenmilar, but the S1 was filed by 4 believed?
5 LiveXLive afler the APA dosed, conect, are 5 MR ISSER° IYn asking the
6 you aware of that? 6 wHness what he beHeved.
7 A Thafs different than saying Bank of 7 A I didn't interpret it that waye AH
8 Montreal filed - 8 I heard was that there was delinHely nothing
9 Q. I rephrased the questione That was 9 signed and sealed and onrnmilted and
10 a great point, Mr. Schnaiere You got me. 10 guaranland that Bank of Montreal was raising

11 Good for you. 11 $100 milione And if that was the case, then
12 So days aller the asset purchase 12 what happened lo that $100 million?
13 agreement was signed, did LiveXLive IHean 13 a Thafs for another day, Mr.
14 S1 with the Bank of Montreal as the 14 Schnaiere But there's a difhnnne - would
15 undenuiler? 15 you agree there's a difference between
16 A I think so. 16 believing you could raise $100 million and
17 Q And in that S1 that Bank of Montreal 17 beng wrong and failing and lying about it?
18 was a part of a slalement they were seeking 18 A Wel, when a chairman sends you an
19 to raise $100 miHon? 19 e-maH saying done deal, 75 - 10010 120-
20 A I dont recall the exactiiling. 20 whalever that number was on an e-mail 10me
21 Q Okaye Because thats the 21 direcHy, the chairman of a pubHecompany
22 representation that you believe was 22 daiming that Bank of Montreal, one of the
23 fraudulently made10 you, that they were 23 largest investment hanks in the world is
24 havbg an offering 10raise $100 million, 24 gong 10raise $100 milHon,done, signed,
25 correct? 25 and done, I mean, thats a pretty strong

Page 275 Page 277

1 Joseph Schnaier 1 Joseph Schnaier
2 A Wel, Bank of Montreal staged on the 2 slalementio say.
3 record - 3 And when it doesnt happen, I mean,
4 Q Thats not the question - go ahead. 4 thats a pretty - thats a big, you know,
5 A Itn answering it 5 there was no - there was no - zero press
6 Q Go on. 6 releases afler that stathg why it didnt
7 A From my undarnianding, Bank of 7 happen, when it was going 10 happen, it was
8 Montreal said that there was never anythhg 8 dead silence for months aAer that
9 milted or done deal in regards to the $100 9 Q Dead silence?
10 million. 10 A And then they waHed until a few
11 So for someone10 say, you know, 11 months later and then another smaH little
12 its signed and done, thats very inannurnta 12 lirm came in and raised about $20 miHon.
13 Q Wait a mhule - 13 a Let me ask you this.
14 A Its far from signed and done. 14 You've laken companies pubHe,
15 Q Where did - they filed an S1 and 15 you've been a broker, you've owned a branch
16 Bank of Montreal is going 10be the 16 of a brokerage, you've been in the securities
17 undenuilere You mm atRank of Mnntranl's 17 hdustry for years and years and yearse Is
18 deposition, werent you, Mr. Schnaier? 18 there ever a guarantee shmid hnw much money
19 A I believe I was for some of L 19 an IPO is gong 10raise?
20 Q And did you not get the 20 MR WURTZEL:° Objection of
21 undarnianding that Bank of Montreal fuly 21 form.
22 believed that there would be an IPO and that 22 a Just answer the question yes or no.
23 it would raise $100 million when the S1 was 23 A It depends on the deale Sometimes
24 filed? 24 bankers can make best afinrt danIs and
25 MR WURTZEL: Objection. 25 anrnatirnan the bankers will actually commit10

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2 an actual number and they get it donec It 2 A Rob EIHn.
al depends on the type of deal, from what I O Confirming what?° That
3 3 they were
4 knowc And this was a best efforts deal that 4 obligated?

5 Rob made everyone think was a done committed 5 A Cnnfirming that they signed 10raise
6 deal by his e-maH. 6 them $100 million deal.
7 Q When did you lind out it was a best 7 Q Signed can also mean signed 10fie
8 efforts deal? 8 an S1 for 100 million?
9 A Through the depositione Thafs the 9 A Steve, you know beller than that.
10 way I blerpreted L 10 a Lers look at -
11 Q So you didnt know that it was a 11 MR. WURTZEL:° Steve, whmer
12 best efforts deal until aRer youilled this 12 the next logical place is, lefs take
13 lawsuit? 13 a short break.
14 A No. Rob sent me an e-mal it was a 14 MR. ISSER·° AII righte Lers
15 done deal, they're raising 100 milHon. 15 look at1ab 202 The subscription
16 Q Youte saying it was a best efforts 16 agreement.
17 deal When did you learn it was a best 17 Q If you innk at narfinn 2(g)(iv), The
18 effor1s? 18 undersigned has been provided an opportunity
19 A I learned the best efforts - 19 for a mahis period of time prior lo the
20 obviously, the deal never happenedc So it 20 date hereof lo obtain additional ininrmatinn
21 wasnt a mmmiliari deale And I learned 21 conceming the oAering of shares and
22 durhg the deposition they came out and said 22 warrantz The company and al other
23 they had never anythhg signed with LiveX or 23 Mkxmation, lo the extent1he company
24 Rob commilling them10 raise 100 million. 24 possesses such infam1ation or can acquire it,
25 Q And before you signed the APA did 25 without a reanrmable effort or expense.

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1 Joseph Schnaier 1 Joseph Schnaier
2 you ask Rob if he had anything signed with 2 Do you see thal?° You were provided
3 Bank of Montreal mmmilting them10 raise 3 an opportunity10 obtain infcxmation before
4 $100 million? 4 -
IHing before making this investment,
5 A Not only did I ask Rob, but I had a 5 correct?

6 conversation with the CFO, Jeny Gold, who is 6 A Yese But this is a bolerplate. I
7 a veteran in the hdustry and comes from some 7 cant even read it, its bluny.
° Q I read itio you because I knew
8 very good companies in the past And I 8
9 specificaly had conuarantinn with him b my 9 you'd say thate You signed this before
10 ofice saying, How are you getthg such a 10 paying the money, you signed it ar knr miarighg
11 realy good valuation from Bank of Montreal? 11 what I just said?
12 He said, This industry, they're giving us the 12 A I arknrmiar1ge L
13 same comps, and this is verbatim, as NetHix. 13 a Okayc And 2(g)(v) says, The
14 Q But what does that have 10do with 14 undersigned was able 10ask nuanlinrm of and
15 whether its a best effort for a signed deal? 15 receive answers from the company for persons
16 rm asking, did you ever ask Rob Ellin or 16 acting on Hsbehalf ming the lerms and
17 anyone at LiveXLive whether Bank of Montreal 17 mnclilinna of this transaction.

18 was mmmiliarl to raising $100 milion as 18 Is that correct?° You signed it, you
19 opposed 10a best efforts dear?° Your answer 19 agree that you were given the opportunity10
20 has nothhg 10do with that. 20 ask questions and get answers, correct?
21 A My answer, you heard my answer, my 21 A I cant read it, but I signed it, so
22 answer was yes, and 10even reiterate, he 22 its in there.
23 sent me an e-mail confirming L 23 a Now, if you look at 2(h), you know
24 Q What e-mail - who sent you an 24 -
what lets see if the other subscription
25 e-mail conlirming it? 25 agreement has a better copy.

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2 Go 10the second subscription 2 signed the agreement that said what Ijust
3 agreemente Es on page 12 on the PDFe rm 3 read io you, and the answer is yes, you did.
4 going 10regret this because Is going 10 4 You think it means somethhg else,
5 take a whilec But Es 3:182 Let's see. 5 that's on your lawyer's time, Mr. Schnninr
6 You see this?° Is saying - 6 You slate - you claim in the
7 A I got L 7 complaint that Mr. Ellin continues to defraud
8 Q Great ° And thats record time, Mr. 8 the public and SEC lilingsc How so?
9 Schnaiere So 2(g)(h), lets go loc You see 9 A I believe, rm reading through
10 it says, The undersigned, thats you, not 10 his -
11 relying on the company or ils aAiliales wilh 11 THE WITNESS:° Can we take a
12 respectio economic considerations involved 12 break here?

13 in this investmente The undersigned has 13 MR ISSER° rd like an answer

14 relied solely on ils own advice. 14 first and then yes.
15 Under that it says, No 15 A I want - I mean I wantio go 10the
16 reprananIntinrm or warrantees have been made 16 bathroom before I talk.
17 10the undersigned by the company or any 17 Q rd like lo hear your answer first.
18 oAicer, employee, agent, aAiliate or 18 This would be a good opportunity for you lo
19 subsidiary of the companye And b 19 quicIdy answer my quanlinna So lets get to
20 subscribhg 10the shares of the warrant, the 20 L
21 unriernignari is not relying on any other 21 A Okay, repeat the question?
22 reprananIntinns or warrantees of the company. 22 MR ISSER° Read back the
23 Do you see that? 23 question, please.
24 A I see L 24 (Whereupon, at this time, the requested
25 Q But you're clarnhg you were relyng 25 portion was read by the reporter.)

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1 Joseph Schnaier 1 Joseph Schnaier
2 on things that Rob said 10you in making this 2 A It is my belief that a lot of these
investment·
3 is that correct? 3 eleases and filhgs that he puls out are
4 A I was relyng, yes. 4 minlnaring, mostly in regards lo the
5 Q Okayc But you signed an agreement, 5 linancials.
6 you signed the subscription agreement - 6 In my humble ophion, and just
7 A I dont think - 7 saying, when he releases these linancials and
8 Q Let me finish my question. 8 puls out these press releases, such as
9 You signed the subscription 9 LiveXLive has record breakhg year, for
10 agreement in which you stated you were not 10 hstance, LiveXLive's atreaming is never
11 relying on any statements made by Rob lo the 11 broken down, and you cantlell where the
company·
12 is that correct? 12 revenue is coming in from ntreaming or
13 A Yesc But I dont think this is 13 whether it's coming from Legacy Annuinitinn
14 meant for - 14 And when he says, you know, the
15 Q Okaye You could - I didnt ask 15 company went, you know, 10seven and a half
16 you - 16 million b revenue for a quarter, rm just
17 A Let me finish. 17 giving you an exampler rm not beng
18 Q I just asked you if you signed the 18 specifice I believe that those are
19 agreement. 19 misleading because there was zero revenue
20 Your lawyer can give you dhx:t - 20 from LiveX especially b streaminge That
21 cross-examination when rm donec And you 21 quarter that they're comparing from the year
22 could say everything beyond my quanlinning 22 before and then when they put this year's out
23 you want when your lawyer quanlinrm you. I 23 they already did an acquisition of, for
24 want you lo answer my question. 24 example, Slacker, and they wil use the
25 I asked you a question, if you 25 Slacker revenue as though they created all of

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2 this hinrMnder record revenuez And people 2 ACKNO WL E D G EM ENT
3 are thinkhg that they're growing at, you 3 STATE OF NEW YORK )
4 know, 200 percent, a crazy growth rale where 4 -ss
5 its just not true. 5 COUNTY OF NEW YORK)
6 And if you wantio go through 6 I, JOSEPH SCHNAlER, hereby certify that I
7 financials, I can have ann, a specialist 7 have read the transcript of my testimony laken
8 come b and go through the last couple of 8 under oath on SEPTEMBER24, 2020, that the
9 years with ther press releases and their 9 transcript is a true, complele and correct
10 financials, and sit down with you and show 10 record of what was asked, anmured and said
11 you that these press releases are extremely 11 during my instimnny under oath, and that the
12 °
minianding And there really isn't any 12 answers on the record as given by me are true
13 record breaking unless you wantio consider 13 and correct.
14 record breaking when youte starting at zero, 14
15 I guess, $1 is record breaking, but theyte 15
16 very misleading 10the public. 16
17 And I believe he thinks he's smarter 17
18 than the public, and I see the public 18 JOSEPH SCHNAIER
19 realizes this and thats why the slock is 19
20 trading, you know, at $2 and 2 and a half, in 20 Signed and mdwrihad 10
21 my ophion. 21 before me, this day
22 MR. ISSER' t.efS take a 22 of
23 live-minute break and come back at 23
24 3:30. 24
25 (Whereupon, a brief recess was 25 Nolary Public

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1 Joseph Schnaier
-2-- - - - - - - - -I N D EX
2 laken.) .3
- - -EXAMINATION BY-- - - - - - - - - - - PAGE
3 MR. ISSER' On the record,
-4
4 plaintiffs counsel and I have spoken - - -Mr.isser-- - - - - - - - - - - - - - -8
5 and because its 3:30 and I will not
-6-- - - - - - - -EX H I BIT S
6 be finishing loday we are going 10 -7
-DEFENDANTS'- - - -DESCRIPTION-
- - - - - -PAGE
7 break for the day and schedule
8 another day lo linish IW. Schnaier'S - - - - -1-- - - -Financialindusby
-9. - - - - - - - Segulatmyauthorty
9 depositione So wete concludhg for - - - - - - - - - -ietterof acceptance,
10 the dayc And we will exchange dates. 10-- - - - - - - -waiverandconsent-- - - - -21
11-- - -2-- - - -Hearingpaneldecision-- - -54
11 Do you have anything you wani 12-- - -3-- - - -Complaint- - - - - - - - - -91
12 10add on the record, Josh? 13-- - -4-- - - -Firstamendedcomplaint-- - 93
14-- - -5-- - - -Plaintifrs'responses and
13 MR. WURTZEL:° No, that - - - - - - - - - -objectives to Defendant
15-- - - - - - - -LiveXLiveMediaInc.'s
14 accurately states our diarnaminn
- - - - - - - - - -FirstSetof Interrogatories
15 16-- - - - - - - -toeachplaintiff-- - - - -94
16 (Time noted 3:31 p.m.) 17-- - -6-- - - -Plaintifrs'response to
- - - - - - - - - -documentrequest-- - - - - -96
18
18 - - - - -7-- - - -Wantickets' ownership
19.- - - - - - - -structure-- - - - - - - - -98
20-- - -8-- - - -GideonAssetManagement
20 - - - - - - - - - -LLCletter-- - - - - - - - 114

21 - - -9. - - - -Pat Statement-- - - - - - -129

22 22
- - - - 10-- - - -P&LStatement-- - - - - - -130
23
24 - - - - 11-- - - -Draftmembershipinterest
24. - - - - - - - -purchaseagreement-- - - - 141
25

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 290 to 293

Page 290 Page 292

-1 -1
-2--DEFENDANTS'- - - -DESCRIPTION- - - - - - PAGE
-2-- - - - - - DEPOSITION
ERRATASHEET
-3-- - -12-- - - Complaint-- - - - - - - - -144
-4. - - -13-- - - LetterfromDanco -3. -CaseCaption:-DancoEnterprises
v. LiveXLive
- - - - - - - - - -Enterprises.- - - - - - - -153
-4- -Media
-5
- - - - -14-- - - Letterdated5/17/17-- - - 166 -5
-6 -6-- - - - DECLARATION
UNDERPENALTYOFPERJURY
- - - - -15-- - - Letterdated4/22/16-- - - 171
-7 -7-- - - - -Ideclareunderpenaltyof perjury
- - - - -16-- - - Amendedcomplaint-- - - - -174 -8- -thatI havereadtheentiretranscriptof my
-8
- - - - -17-- - - E-mailchain-- - - - - - - 196 -9. -Depositiontakeninthecaptionedmatteror
°9 10--thesamehasbeenreadto me,andthesameis
- - - - -18-- - - Assetpurchaseagreement-- 197
11. -trueandaccurate,saveandexceptforchanges
10
- - - - -19.- - - LotonCorp.subscription 12--and/orcorrections,
if any,as indicatedby me
- - - - - - - - -198
11. - - - - - - - -agreement-
12-- - -20-- - - QAamendedreport-- - - - -233 13--ontheDEPOSITION
ERRATASHEEThereof,with
13-- - -21-- - - E-mailexchange.- - - - - -265 14--theunderstanding
thatI ofIerthesechanges
14
- - -DOCUMENTS 15--asif stillunderoath.
AND/OR
15- -INFORMATION REQUESTED- - - - - - - - PAGELINE 16
16- -Documents regardingawardand 17-- - - - -
- - -paymentof award-- - - - - - - - - - 109.-8
17 18-- - - - - - JOSEPHSCHNAIER
- - -Closingdocuments-- - - - - - - - - -114--3
19
18
- - -Documents regardingwhenGamwants 20. -Subscribed
andswomto onthe day of
19. -ownership interestinWantickets 21. - , 2020,beforeme,
- - -wastransferredto you-- - - - - - - 137.15
20 22--
21 23- -NotaryPublic,
22
23 24- -inandfortheStateof
24 25
25

Page 291 Page 293

-1 -1
-2-- - - - - - C E RT I F I C A T E -2-- - - - - - DEPOSITION
ERRATASHEET
-3- -STATEOFNEWYORK) -3- -PageNo.__ LineNo.__ Changeto: __
- - - - - - - - - - - -). -SS: .4. .
-4- -COUNTYOF ROCKLAND) -5- -Reasonforchange:
-5-- - 1,MICHELLELEMBERGER,
a NotaryPublic -6- -PageNo.__ LineNo.__ Changeto: __
-6- -withinandfor theStateof NewYork,do -7--
-7- -herebycertifythattheforegoingexamination
-8- -Reasonforchange:
-8- -ofJOSEPHSCHNAIER
wastakenbeforemeonthe -9. -PageNo.__ LineNo.__ Changeto: __
-9. -7thdayof October,2020.
10--
10-- - Thesaidwitnesswas by medulyswom
11--Reasonfor change:
11. -beforethe corp=an==ant of theirtestimony.
12--PageNo.__ LineNo.__ Changeto: __
12- -Thesaidtestimonywastakenstenographically
13--
13- -bymyselfandthentranscribed.
14--Reasonfor change:
14-- - Thewithintranscriptis a truerecordof
15--PageNo.__ LineNo.__ Changeto: __
15- -thesaidtestimony.
16--
16-- - I amnotconnectedby bloodor marriage
17--Reasonfor change:
17- -withanyofthesaidparties,norinterested
18--PageNo.__ LineNo.__ Changeto: __
18- -directlyor indirectlyinthematterin
19--
19. -mntmwamy.noramI inthe employof anyof
20- -thecounseL 20- -Reasonfor change:
21- -PageNo.__ LineNo.__ Changeto: __
21
22- - - 22--

23- - - - - -MICHELLE
LEMBERGER 23- -Reasonfor change:

24 24- -SIGNATURE: DATE:

25 25-- - - - - - JOSEPHSCHNAIER

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 294

Page 294
-1
-2-- - - - - - DEPOSITION
ERRATASHEET
-3- -PageNo.__ LineNo.__ Changeto: __
-4. -
-5- -Reasonfor change:
-6- -PageNo.__ LineNo.__ Changeto: __
-7. -
-8- -Reasonfor change:
-9- -PageNo.__ LineNo.__ Changeto: __
10. -
11- -Reasonforchange:
12- -PageNo.__ LineNo.__ Changeto:__
13. -
14- -Reasonforchange:
15- -PageNo.__ LineNo.__ Changeto:__
16--
17- -Reasonforchange:
18- -PageNo.__ LineNo.__ Changeto:__
19. -
20- -Reasonforchange:
21- -PageNo.__ LineNo.__ Changeto:__
22- -
23- -Reasonforchange:
24- -SlGNATURE: DATE:
25- - - - - - - JOSEPHSCHNAlER

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 1

EX Def- $4,800,000 141:25

0016 Joseph Schnaier 0924 $4.8 146:4
Exhibits
20 175:3 $5 162:23 199:23 200:7,9,12
Def- EX Def- 208:8,16,25
EX 261:25 262:5,
0001 Joseph Schnaier 0924 0017 Joseph Schnaier 0924 12,16 263:9,11 264:2

20 21:10 55:8,12,16,23 20 196:6 $5,280,000 142:7

Def- EX Def-
EX $500 162:18 163:4 212:17
0002 Joseph Schnaier 0924 0018 Joseph Schnaier 0924
$77,000 53:12 54:24
20 54:16 55:9,12,14 59:8 20 197:14

EX Def-
112:19 236:6
Def- 0019 Joseph Schnaier 0924 (
EX
0003 Joseph Schnaier 0924 20 198:16
Def- (g) 205:8
20 91:22,25 92:4 EX
EX Def- 0020 Joseph Schnaier 0924

0004 Joseph Schnaier 0924 20 233:19 g

EX Def-
20 93:3,7 95:24 99:25 120:7
Def- 0021 Joseph Schnaier 0924 04 96:17
EX
0005 Joseph Schnaier 0924 20 265:13 07 19:13

20 94:10,16
EX Def-

0006 Joseph Schnaier 0924

20 96:8 184:20 $1 286:15 1 21:10 55:8,12,16,23 91:20
EX Def- 152:2 145:16
$1,250,000
0007 Joseph Schnaier 0924 $1.25 199:15 219:16 220:16 1,000 182:17
20 98:25 110:14 233:5,12 258:4 199:6,24
1.25 189:18 200:3
EX Def-
$10 174:19 264:9 265:2 231:2 270:17
0008 Joseph Schnaier 0924 41:4 117:14
$100 156:7,14 158:24 10 20:5 92:16
20 114:20,24 115:3 126:15 153:24
160:13,24 161:18 163:4 22 129:18 130:25
EX Def-
215:2 274:19,24 275:9,23 196:10 238:2
0009 Joseph Schnaier 0924 276:11,12,16,24 279:4,18 78:4
100 77:9 138:18 142:6
20 129:22 280:6 159:14 182:19,21
157:10
EX Def-
$100,000 131:14 211:5 221:18,20 276:19
0010 Joseph Schnaier 0924 278:15,24 280:8
$100,303 132:19
20 130:25 239:14
$11,900,000 154:13 100-something

28
1 J eph hnaier 0924
23 ,000 4:17,20 143:10

$14 157:9 10:45 73:24

EX Def-
$150,000 117:23 130:11 10th 154:12
0012 Joseph Schnaier 0924
$16 143:9 11 130:21 131:8 141:11
20 144:17
143:7
EX Def- $16,500,000 145:18 150:20
151:6 11/17/15 251:22
0013 Joseph Schnaier 0924
$2 286:20 11/24/2015 233:22
20 153:18
EX Def- $20 277:12 11566 7:13

0014 Joseph Schnaier 0924 $27,000 186:25 12 44:6 45:14 139:24 141:7

20 166:8 144:17 157:9 158:22 161:2

$3.33 199:18 200:5,14,15
EX Def- 266:13 282:3
$300,000 115:20,25 116:23
0015 Joseph Schnaier 0924 120 276:19
117:11,17 118:10,18
20 171:6 119:22,25 124 236:2,7,8,13,21,24
237:5,12 238:5,12,14,21
$4 157:18 167:14,24 168:9
240:2
172:12

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 2

125 157:10 237:6 2001 38:23 25 19:24 23:11,16 33:22

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200,000 171:17 172:7 400 157:19 159:5 162:23
24 20:9 175:20 288:8
176:17

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 3

41 127:22 224:15,16,18 206:18,21 220:18,19

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200:16 202:6 205:20

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 4

agency 232:14 amendment 175:10 article 192:8,9,22 194:2,3,5,

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239:23 arrested 190:15 18 48:2,7,14,22 49:4,13
50:6,24 51:3 52:15 56:25

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 5

57:2,7 59:6 64:17 71:15 277:4 bringing 259:23

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bios 32:25 33:2,11 broker 12:21,22,2513:4,9,
ba kground 21:23 22:5,6
bit 133:3 134:21 193:4 204:8 18,24,25 14:20 15:22 16:5,

bite 71:15 8,1617:3 19:9,11 20:3,4

Blak 86:14,20,23 87:6

9:23 2 15 10: ,1
23 5 4
194:12,19,25 240:7 .'
13 43:5,12,15 57:24 82:12
Blakely s 87:8
ballpark 36:18 107:16187:21,22188:22
blast 30:12
ban 58:24 59:7 189:23 190:2,8 223:16
blessing 259:24
bank 157:6,12158:25159:3 277:15
160:13,15 162:14,16 214:11 blockbuster 286:2
broker/dealer 48:5,8
273:3,16,22,25 274:3,7,14, blocks 38:19
brokerage 12:2,3 223:7,13
17275:2,7,16,17,21 276:10, blue 85:16,23 224:3,4 277:16
22 279:3,11,17 blur 202:25 Brooklyn 10:20,22 11:7,15
banker 57:13 111:4 blurred 203:2,5,6,7 brother 65:4
bankers 277:24,25 205:12206:4281:7
blurry brought 49:16 51:14 65:12
banks 276:23 Bo 196:9,10,16,24 106:16 107:10 168:21,24
Barak 103:12,18 104:12,19 board 221:5 259:12 260:7 204:10 253:9
122:2 126:19 boilerplate 281:6 build 124:12
barely 159:14 141:5
borderline 210:13 building
base 188:13 born 10:17,19 bullet 242:12 246:14 249:22
based 52:25 71:16 81:7,21 250:3 255:18
borrower 151:21,23,25
88:19,23 120:24,25 140:23 bunch 123:18 225:22,23
bottom 99:14 166:23 203:3
157:4 208:14,16,20,23
238:9 267:3 business 11:18 24:19 44:24
263:17
bought 62:23 63:4,6,9 97:21,24 98:10 123:23
basis 200:10,14 124:2,8,12 133:14 142:24
104:17119:2,6 136:15
basketball 259:16 151:7 143:3,4,10 159:16 178:9
Bass 214:15 263:3 264:8,12, bounce 152:25 226:3 233:13 234:8 247:9
25 265:16 266:12 267:4,8, 254:11 271:9,15
bounced 152:19 153:3
11,17,24 268:5,24 48:18 51:19 63:10
154:17 buy
Bates 114:12 104:18 145:13 171:17
branch 223:12,13,16,22
bathroom 284:16 172:13 173:6 183:3
224:5,7277:15
bear 205:14 206:11 207:3 buying 57:14 62:7 63:3,11
branches 224:3
began 76:18 81:24 119:4 149:7,9 211:22 266:3
Brands 252:22 253:3,7,11,
begin 7:19 9:24 16,22

beginning 52:16 127:18,21, break 10:9,10,13,14 72:21, C

24181:4218:15224:20 23 73:16 74:4 76:23 77:8,20
behalf 126:24186:24198:8 168:14 222:25 234:20,22 call 28:21 38:12 49:18
281:16 235:4,12 280:13 284:12 53:18,21,22 58:5 63:25

belief 122:10 285:2 286:23 287:7 65:6,25 66:13 85:3 90:5,21

285:9 137:15 182:24,25

believed 211:4 275:22 breaking 286:13,14,
276:4,6 15 called 30:17 65:13 85:2

breaks 10:1174:7 183:20

believing 215:9 276:16
bridge 267:4,9,12,23 calling 30:13
bi-weekly 115:21
52:24 calls 15:13,17 142:15 162:4
big 141:4 213:19,21,22 bring 259:20
216:15
214:5,13 225:21 265:6

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 6

camera 7:5 Chehabar 105:18116:23 code 52:17

Canada 123:5,15,16 117:5 118:9 119:17 126:9 coffee 236:10

Canadian 123:17 175:18 Cohen 166:12,19,25 167:6,8
candid 149:24 Chehabars 105:24142:12 college 10:2511:12,14,15,
149:6,9 150:2,18 174:13,17, 22 12:9,12
cap 272:17 273:14
19 177:5
24:8 combative 72:12
capacity
C na 252:22 253:3,6,11,16,
capital 64:25 65:11 261:24 comfortable 209:20

card 169:19,23 Commission 15:10,24 17:5

choice 204:17
cares 229:11 233:23
choose 101:16
Carla 91:17,18 Commission's 195:22
chose 101:12
Carlin 126:19 171:10 commit 277:25
4,15nces 173:6
case 7:25 9:3 27:13 49:20 commitments 155:15
7
51:24 55:22 112:15,16 210:20
claim 84:23 158:10 215:7,
113:19 194:24 218:9 246:11 committed 275:9 276:9
15,19 218:22 222:2 242:18
276:11 278:5,21 279:18

cashed 153:8,10 committing 278:24 279:3

28 26 3 27 13 284:6
categories 202:23 204:14 communicate 77:19 181:6,

category 202:24204:14
ng 24 23 254:16
caused 190:12 communicated 75:7 181:24
276:22 282:25

Cent r 4 : 1
2 8
communication 191:9
CEO 121:5,8,16,18122:6,9
124:22134:3,5 135:14
cleanup 123:4
communicadons m6
clear 16:14 35:4 57:8 79:15
158:14,17166:16170:18 Companies 14:11,22 15:8,23
84:2288:4102:7110:22
175:14217:20222:18 16:1017:4,13,21 23:17
119:15 140:5,10 151:18
235:21 26:19,21 27:2,7,13 31:2
2 179:6
288:6 34:9,17 44:10,18 45:2,10,17
certify
57:24 58:11,15 22 60:6
ce t era 83:2 84:20
client 17:2224:1025:435:4
63:24 64:3,4 7 67:7 100:24
CFO 84:18157:5279:6 239:16
101:8,14,17 139:7 170:19
cham 196:5 266:21 client's 16:6,8 173:17 207:21 220:25
chairman 158:14,17222:18 client-counsel 191:15 224:3,4 277:14 279:8
255:8276:18,21 companies'
clients 14:5,23 16:11 17:7 45:6
change 256:5 23:20 37:13,15 48:18
company 18:14,22 24:6
changed 159:15 101:24 102:2,5 25:21 26:10 27:25 28:10,21
characterization 152:25 clock 66:4 29:2,6 30:9 32:4 34:21
172:25199:21 216:14 close 270:2,5 35:16 48:10 56:16 59:10
charge 139:7 167:7 closed 84:17 148:4 227:14 60:12,18,25 61:5,7,15,21
charged 210:9,12 263:12 244:21 257:10 268:14,16,17 62:2,6,17 63:19,20 64:20
264:2 269:20,23 273:24 274:5 66:8 67:12,18,19 82:25

cheaper 263:16 264:3 113:17,18,25 155:16 98:13 104:10 107:11

closing
cheat 246:7 110:11,15 126:12 128:19
209:18
129:9 136:24 137:4 140:8,
cheated 257:22 clothing 143:5
check 153:6,8,9 154:12,17 club 169:22 234:18
26 5
187:21,23 188:22 189:23 clubs 169:18 250:6,10,21
24 152:4 156:4 16 21
190:2,8 204:25 215:14 co-president 122:19 125:10, 158:15,18 159:11 160:12
227:9 232:7 233:3 244:10 23 129:14 130:13 132:2,6
162:13 163:4,6 168:22,25
249:24 134:4,9 148:22 150:5
170:21 176:14 183:4,18
checked 232:5 235:16 171:20
201:21 202:2,9 205:19
checks 152:19 153:4 Coachella 225:22 206:7,17207:3,7,15,17,23
208:15209:15,20 210:4,8,

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 7

14,17 211:3,11,24 212:8,12, confer 195:18 196:21 conversations 89:12 154:21

17,21 213:12,13,17 214:3,8, 196:14,17 177:14 181:4
conferring
22,24 215:8 217:5 220:11 confidential 7:23 8:4,17,22 convertible 267:18 268:10
221:4 222:17,19 223:19 converts 268:12
confidentiality 7:24
233:11 235:8 241:21 255:9,
confirm 157:22 158:4,6,9 copy 240:22 281:25
23 256:11,12 257:6 258:5
159:21 215:18 core 143:4
260:6,24 265:8 276:21
confirmed 208:22 Corp 64:2,10,12 65:14
280:22,23 281:15 282:11 '
279:23,25 280:3, 146:10 198:15,20 233:22
17,19,22 283:12 285:15 confirming
5 corporate 31:5 169:23
company's 25:17
confused 186:17 corporation 56:11
comparing 285:21
confusing 138:6 correct 8:19 11:21 18:17
competitors 141:6
connection 52:11 56:9 23:11 27:4 36:7 43:6,11

107:19 108:4 109:22 111:8, 52:12 53:25 54:21,24 55:2

PI 7 1 88:12
10 117:24 119:9 56:13 59:10,11 71:18 75:3,

Connective 65:14 4,18 76:11,13 78:19 79:5,

2 3 Ó2:23 1 0:7 11
8981 3 4982 2 12
consent 21:9,15 22:7 52:19
121:4 122:4,14 136:9
151:12 55:18
144:17,20 155:10
99:17 19 101:10 11 14 15
173:22,24 175:2,6,11 consideration 53:14 110:25
176:3, 102:1Ó 5 107:2
104:6,7,È4,
10,11,12,13,18 141:24 146:9 167:14
183:17,23, 3 115:13 117:11,20 119:11
24 184:9,10,13,16,20,25 considerations 282:12
18 123:2,3 124:24 129:7,8
185:4,9 186:19,20 187:3,14, considered 64:5,11
10,11 131:15 132:3 133:6,
18 189:5,11 190:15,20 consist 152:2 217:14 22 134:6,7,10,11,15,17
192:9 224:15 232:19 235:25 236:25
consistency 136:2,10,16,17,22,24,25
236:5,6,19,21,23 237:13,16, consumer 226:18 138:10,16,17,19,22,23
20 238:3 239:23 240:9,15,
consummation 119:9 139:2,7,8 142:8,13,22
21 244:25 246:14 2:19
143:10 145:5,6 147:4,7,11
contained 95:19 100:18
55:19 256:23 28
148:4,5 151:16,17 152:6,20
189:10
complaints 127:22 153:8 154:18 156:2
151:21 166:17,
contemplating
complete 145:13 147:20 20 167:8,9 168:20 169:15
content 77:8 250:6
269:10 288:9 171:18,24,25 172:4 173:23
context 82:7 84:25 85:22
completed 145:25 242:4 175:12 176:4 180:23 184:8
contingencies 205:17
38:5 185:5 186:4 192:3,18,19,21
completely
206:15 198:3,4,6,7
complies 7:6 199:4,7,12,13,
continue 51:11 123:22 16,17,22 202:4 207:4
Compound 215:21
164:11 193:21 208:17 212:8 219:9 223:15
comps 279:13
continued 121:5 122:14 236:17 240:9 241:8 244:6
computer 49:2 128:10
124:2 252:16 255:9,13,18 258:20,
239:8,9
continues 284:7 25 262:22 266:2 267:4
concept 203:22
contract 128:16 229:19,22 268:11 273:24 274:5,25
concern 55:19 281:5,18,20 283:3,12
contracts 137:2 249:12 288:9,
concerns 24:9 55:7,8,13 13
contribute 111:3
59:9 19:14 99:20 149:6
contributed 106:19 correctly
concerts 250:7 cost 200:10,14
contributing 111:12
concluding 287:9 counsel 9:10 68:4 69:6,8
control 139:7
conclusion 15:14,18,21 76:21 77:17 19 88:10,21,25
con Iled 81:16 129:9
108:14 140:16 216:16 89:4,11 90:3,6,20 97:6,11
condition 52:23 129:3,16 166:20 191:5,12,16 234:20
conversation 84:22 85:4,5,
conditions 281:17 287:4
26
conduct 56:4,7 country 100:7
9 85 2 8
conducted 9:8 COUNTY 288:5
279:6,9

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 8

couple 39:13 49:21 58:13 162:10,12,13,17,18 163:2 deemed 8:4

217:16 286:8 214:7 253:7,11,17 257:22 142:25
deep
court 9:6,16,25 50:22 74:6 269:25 276:13 287:7,8,10 deeper 254:7,9
78:12114:18164:8171:9 288:21
default 152:12
71:23 days 116:15 147:19 148:10
courting defaulted 152:16
cover 97:17 159:13 249:17 273:24
Defendant 94:14 145:8,11,
274:12
crap 170:4 34
dead 277:8,9
crazy 286:4 defendants 7:21 9:3 94:16
deal 57:5 65:12 69:11,19,20 defendants'
created 285:25 21:9 54:15
71:6,12,17,22 75:2,13,23
credit 169:19 23 174:14,20 91:25 93:7 94:22 95:10
76:3,4 78:19 79:4 81:25
credits 11:14 96:2,8 98:25 114:24 129:22
82:7 111:22 146:10,12,21
130:25 141:11 144:17
criticism 61:13
147:8,17 148:9,18,25
153:18 166:8 171:6 175:3
cross 8:9 149:18,20,23 150:19,25
196:5 197:14 198:16 233:18
cross-examination 283:21 157:11 159:3 162:16 165:8,
265:12
CRV 40:5,7 25 168:19,20,23 169:3,8
defensive 257:20
cu 236:9 170:20 172:11 177:10,24
define 207:20 209:5
cu e 239:21 178:11 179:8,19,20 180:2,4,
10,21,23 181:3,8,10,21 deñned 1208
curiosi 155:13
182:10 186:8,10 190:9,19 definition 60:10 202:20
curious 46:3
191:22 195:6,7,11 212:2 204:9,11 216:17
current 7:11 205:17 206:14
214:19 215:2 232:17 defraud 207:6 254:15
221:21
250:17,23 252:22 253:21 256:18 284:7
customer 102:14 186:24 273:24
258:17 275:9 276:19 defrauded 82:24 155:4,8,17
cut 158:7 212:3 277:23 278:3,4,6,8,12,15, 190:19 206:24 218:19,22
cutting 211:7213:7 17,20,21 279:15,19 280:6 234:19 254:8 257:23
____ dealer 62:10 degree 11:2,20

D dealing 68:8258:23 delivered 127:23 224:20

dealings 69:22 demands 96:19
damaged 49:3 deals 19:16,18 43:19,20,21 dementia 51:22
Dan 65:7 44:3,5 66:6 67:5,14,16,20 demonstrate 268:4
Danco 98:2 138:15,19,21 76:2 151:10 210:22 215:15
Depending 135:15
139:5,11 144:21 145:14 219:12 245:3 246:19 247:4
depends 19:25 245:22
151:16153:17,22 263:15 277:24
154:7,13, 277:23 278:3
14198:8,23 debt 118:18,19 119:16,21,25
depose 160:3
169:12 266:8
Danny deposited 154:15,23
database 128:10 debts 118:12,17 119:22
deposition 7:22 8:2,15 9:7,
date 13:2,10 16:25 41:19 deceived 257:10,23
9,14 65:22 72:19 73:14
116:15 125:14,15,24 126:4 decent 221:9
77:7,20 87:8 89:13,17 90:2,
127:19 176:19 180:17,18 decide 208:7
7,15 164:12,15 183:25
188:25 189:15 201:11 decided 112:15,20,25 113:5 214:17 275:18 278:9,22
229:10 259:9 261:13 280:20 144:3 175:19 255:7 287:9
dated 115:5 119:3 153:23 265:2
deciding describe 13:23 98:10
166:7,11 171:5,11 194:3 decision 52:4,5 54:15,23 describes 100:24
196:10 251:22 266:13 55:15,17 59:9 79:17 112:18 108:12
deserving
dates 20:18 39:20 99:22 167:8 177:9,13,20 218:16
designate 8:9
125:25 165:5 173:14 287:10 decreased 129:3
designating 7:21
daughter 57:1887:10
decreasing 123:21
details 242:4
David 83:11,14 90:24,25 dedesignate 8:12,18
determination 25:3 32:16
dedesignation 8:21
determine 15:24 24:11
day 36 16 72 15 73:3,9 ' 19
deejay 205,17 32:14 35:2 140:21 157:3
116:14 157:25 159:12

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 9

168:5 209:10 235:17 253:20 discussing 75:6 76:10,15,19 148:7,15,16 152:13,20

263:8 78:19,24 81:25 97:20 154:22,24 155:6,10,14,21,
determined 139:18 140:7 141:22 147:9 190:9 195:9 22 173:21

142:19 260:22,23 261:10 263:23 due 45:4 56:24 80:13 82:13

78:18,24 268:5 103:10 121:2 157:7 194:14
develop
developed 78:17 discussion 73:12,18 89:17 209:2,5,8,14 215:6,17
287:14 216:5,9,14 217:5,13 218:2,7
Diego 104:12 126:19 171:10
discussions 88:20,24 219:15 220:15,21 221:12
Dietl 196:9 10 16
147:14 165:2,6,12 173:10 256:9,13,14,16 257:21
difference 11Ó:6 276:14,15
disgust 52:13 262:22
differences 104:2
disgusted 49:25 50:7,11 dug 254:9
differentiated 141:6
52:2 57:2 DUI 190:21 192:2,4 195:9
difficult 61:18 229:17
214:10 duly 7:15
disheartening
dig 254:7
dispute 117:16 132:10 duties 14:20 40:16
digital 251:4
147:16
diligence 45:4 80:13 82:13
disputing 117:18 ' 21 E
103:10 121:2 157:7 194:14
distance 71:9
209:3 6 9,14 215:7,18
divulging 191:8 e-mail 28:21 128:11,17
216:5,9,15 217:5,13 218:2,7
doc 267:9,12 269:24 196:5,8,9 224:22 228:25
219:15 220:15,21 221:12
docs 267:4 229:8 230:8,15,16 232:9
256:10,13,14,16 257:21
237:15 239:4,16 265:12,20
262:22 document 21:12,16,20
266:12,14,20,22 276:19,20
diluted 162:21 54:18 55:2 59:16 79:18
278:6,14 279:23,24,25
dinners 71:11 76:16 87:10 92:5,15,20 93:12,20
95:5,7,14 96:3,7,11,19,22 e-mailed 158:16 243:21,22,
direct 283:20
99:4,8,20 115:6 117:19 23 252:20 253:2
directly 27:25 28:2 31:3 66:7
130:4,6,7,10 131:9,13 e-mails 97:16 157:5 162:15
67:6,9 138:12 207:8 223:7
133:25 134:3 141:14,16,18 222:10,21,22 230:23
276:21
144:23 175:8,14 185:21 266:15,18,19,24 267:6
directors 201:22 221:5
193:22 197:19,21,25 198:5 earlier 78:23 80:12
disagree 200:6
203:2,22 205:11 239:11,14, earned 133:17
disagreed 108:16 17 240:9,12,25 241:4,11
easiest 164:10
disagreeing 126:7 documentation 48:22
easy 218:21,23,25 219:4
disagreement 112:8 126:11 221:25 264:10 273:3 255:16
disciplinary 55:7,9,14,20 documents 49:2,5 84:19 EB 175:7
disclose 77:15 218:14 90:14 97:6,14 109:9 113:7, economic 205:15 206:12
discount 142:25 12,17,19,25 114:14 137:7, 207:4 282:12
discover 189:5 216:18 13,16 198:19 203:21 215:11
education 10:24
218:12 252:23 262:19 222:7,9,13 239:8 257:3
Ed rds 91:14
2 20 24 271:8,15,21,23
discovered 157:21 235:23
rt 277:24 279:15 280:25
discovery 262:17
efforts 278:4,8,12,16,18,19
Dolan 196:25
discuss 73:11 75:17 76:22 279:19
dollar 156:19
77:6 78:3 83:13 86:13,19
either/or 228:20
87:7 90:7 91:5,13 dollars 110:24 120:17,23
89:13 20
Ellin 9:5 64:15 65:12,16,23
217:22 224:16 134:23,24 136:10
183:13 18È:9
241:10 259:4 261:4,5 doubt 181:15 182:22
,25 6 b 6 70 16
discussed 40:17 68:3 72:2 download 239:2,18
71:4,5 74:15,17,22 75:2,6,7
74:17,22 83:10 87:13,15,18 downloading 238:16,18
16 76:2 78:17 22 79:2,5,24
88:4,11 91:10,17 137:24 draft 141:10,15,19,23 80:2 82:16,20 92:10 128:3
165:9 181:22 182:10 183:7, driver's 45:21 143:21 155:8 160:16 168:20
23 184:14 185:2,3 186:14
Drovah 144:21 145:3,21 183:20 186:7,14,22 187:7
189:4 241:16 260:20 261:14
146:4,8,16,23 147:15,21 188:22 189:9 195:5,7,12,23
270:14,20,25

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 10

196:9 209:16 215:8,18 Eventbrite 165:3,4,15,18 existing 124:11

216:6,20 218:3 224:23 166:15,17 167:12,23 168:18 expect 163:23
225:3,6,11 228:13,23 171:10,16,17,18 172:3,7,8 expense 280:25
230:17,25 231:5,11,23 174:9 175:12,21 177:10,21
expenses 128:20
232:22 240:22 252:20 253:2 events 100:7 101:10 226:19, explain 22:17 26:23 43:7
254:24 255:7 257:2 258:2, 25 227:5,7,10,13,17,18,23
47:15 61:3 145:21 257:4
18 266:12 279:16 280:2 228:21,23 231:23 232:12,14
explained 54:10 145:12
284:7 244:13
explaining 53:9
Ellin's 81:14 127:23 183:18 104:4 108:2
eventually
explanation 239:20
194:16 215:16 216:9 everyone's 33:9 159:6
224:17,19 229:13 232:21 expressly 101:13
exact 11:10 13:2,10 16:25
240:24 254:16 extensive 225:5
20:17 125:14,24 187:10
employed 41:3 extent 128:2 135:16 137:18
188:25 201:11 259:9
employee 282:18 161:9 190:25 191:3 216:15
267:13,14 274:20
280:23
employees 102:25 120:15, examination 8:5,23 56:10
22 121:7 122:16,25 extremely 162:14 179:23
123:6,9, examined 7:17
10,16,18 222:23 286:11
Excellent 236:24 237:7
employment 126:18
exchange 14:16,21 15:4,10,
end 45:23 57:4 73:9,19 24 17:5,16,20 25:13,16 F
127:17,20 159:2 193:2 172:8 195:22 199:14 233:23
214:7 257:22 269:25 258:5 266:14 287:10 fact 53:5 71:3 89:16 112:12
ended 49:19 110:19 111:25 123:25 209:14 214:16
exchanged 265:12
139:5 156:19 157:18 178:4, 264:25
exchanges 60:19
6 214:8 234:8 factor 200:9
excited 143:22
ending 110:7 233:24 facts 56:3,7 210:7
exclude 69:5,7 88:17,25
entered 148:2 175:21 factual 52:25
191:5
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153:17,22 154:7 faith 112:11
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entitled 151:25 240:23 exercise 116:18 199:9 false 222:23

entity 92:9 206:10 219:13 exercised 200:2 familiar 28:19 198:21

equal 116:23 exhibit 20:22,23 21:4,10 families 179:20

equity 19:19 23:9 43:19,21 41:2 52:10 54:16 55:8,9,12, 105:15,17,18 106:6,
family
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equivalent 167:14,24 16 95:24 96:8 98:25 99:25 263:4,16,18 264:5,8,12,14,
escapes 223:25 110:14 112:19 114:20,24 25 265:7,16 267:4,8,12,17,
estate 143:5 115:3 120:7 126:15 129:22 24 268:6,24
130:25 141:11 143:7 144:17 fan 259:25
estimate 36:19
151:12,13 153:18 166:8 fantastic 236:25
evaluate 17:6,21 18:21 19:2
171:6 175:3 184:20 186:25
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7 3, 8 9:10 : ,
37:14 44:19 140:8 191:21 father 72:4,11
evaluated 139:21 fault 155:9,14,20 156:11,12
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evaluating 174:7 favorable 263:15
23 204:6 205:6 224:15
evaluation 31:25 32:9,11 233:19 235:25 236:5,6,7,23 February 126:2
Evenbrite's 174:4 237:4,6,12 238:13,14,19 fee 108:12 112:5,8 117:23
event 100:6 226:21 228:3 240:11 265:13 feel 68:19,22 184:19
229:5 exhibits 7:23 8:3,16 203:20 fees 109:22 110:3,7,10,12,
204:4 238:2 16 112:7,9,16

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 11

fell 131:21 204:15 112:6 206:25 258:21 266:10 71:20 80:6,22 81:19 82:4,10

felt 24:11 110:7,18,19 271:4 85:7 86:4 106:3 107:9 109:6

festival 246:9,12 fined 49:20 53:11 54:24 111:18 112:22 113:21

186:24 258:18 118:16 120:3 122:8,23

festivals 225:2,8,15,16,20,
finish 9:21 10:3 11:3,21,22 123:14 128:13 131:17
24 228:12 229:9 231:23
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24 248:3,21,24 249:13,16
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figure 30:3 31:18 57:9 73:21 finished 50:15 65:17
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figured 263:12 finishing 287:6

file 15:9 83:13 84:6,7,24 FINRA 21:24 42:14,15

2 2: 4
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252:8 254:13 23 255:3
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16 272:13 277:21
184:25 185:3 190:20 196:11 258:19
formed 102:16 20 136:7 24
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4 21 20 36 3 3 9 40: 0
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186:22 187:8 193:22 210:9
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fourth 242:12
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findings 53:2 gaming
64 3 5 55:4
fine 50:5 63:13 66:20 70:10
Gamwant 104 17 113 13,
57

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 12

138:22 gross 131:21 112:18

Gamwant's 136:23 137:4 ground 9:13 held 45:19 47:5 138:25

Gary 214:13,17 grounds 162:6 helped 111:13

gather 97:14 group 102:25 104:13,16,23 helpful 259:12

gathered 97:6 105:5,8,14 111:2 113:15,16 111:21

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gave 34:23 47:11,17,18 114:15 124:13 Herb 51:15
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holidays 70:2
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hour 62:14 72:21 73:8,13,14
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grew 121:16 122:11,12,18, 276:8 279:21 54:16 92:2 93:8 94:17 96:9
21 49:19 54:15,20 99:2 114:25 129:23 131:2
hearing
55:15,17 59:9 65:25 79:17 141:12 144:18 153:19 166:9

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 13

171:7 175:4 196:6 197:15 intend 143:15 160:16 214:2 215:5 219:17 220:13
198:17 233:19 265:13 intended 161:5,11 221:21 228:19 256:10 257:6

identified 225:3 intent 142:20,21 171:16 260:24,25 261:4,7 262:5

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intenogatories M:15,23 8,19 40:20
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insulted 61:17
206:12,16 207:2 213:24 23 162:5 163:15,21 164:2,7,
19,24 166:10 168:12,17

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 14

171:8 175:5 196:7 197:16 110:1 111:1 112:1 113:1 judgment 110:2 111:9
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102:1 103:1 104:1 105:1 journalists 87:20 88:6 Las 100:9

106:1 107:1 108:1 109:1 judge 113:4 late 64:18

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 15

latest 44:7 59:2 260:4,9 261:2,6,12 264:20

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253:20 254:6 270:4 278:17 40:23 67:3 72:25 90:11
live 170:22 224:25 225:8,15
learned 70:21 105:23 180:18 160:9 188:9 189:25 236:3
227:23 231:14
192:6 196:11 278:19,21 11 237:23
lives 82:25
leave 36:2 39:14 99:17 longer 13:21 43:5,10 11
Livex 102:12 152:3 209:16
112:10 102:9,14 135:22 149 12
247:12 278:23 285:20
left 11:4 39:22 156:9 looked 44:24,25 81:4 190:12
Livexilve 9:4 58:4 64:2,10,
285:13 221:4,6,8 233:11 251:5
Legacy
legal 15:14,17,21 109:22 252%
67 2 :6 6:3
110:3,6,9,12,16 112:7,9,16 Los 183:11 185:24
11,19 78 25 80:3,18 81:25
216:16 lose 132:24 134:18
82:5 92:10 94:14,22 96:18
lender 151:20,24 loses 134:22
99:15 127:5 134:22,25
letter 21:8,1447:13 48:23 135:19 142:22 146:7,21 losing 133:5 234:8
51:18 52:18 54:10 55:13,18, 147:10 149:14,21 loss 51:23 129:21,25
151:2,5,
2556:22114:23 115:4 23 152:4 155:8 156:25 130:15,24 131:4 132:11
142:20,21153:17 154:5 157:3 170:13 173:12 losses 132:8
179:4,
166:7,11,25167:3,4,11,16, 5,9 180:22 181:11,23 lost 130:11 131:14 132:19
18171:5,9,12,15 173:18,20 182:11 183:7,14,19 186:14 133:21 134:14 16 20,21
174:14175:22176:2,8,16, 189:18 190:10 191:18,23 135:6 143:10 11
20,22 251:16,18 254:18 194:11,15 195:19,23 197:6 lot 31:22,24 33:3 49:2 70:6
letterhead 153:22 198:3 199:3,16 201:3,10 82:25 101:7 118:12 119:21
letters 153:21,25 202:2,12 209:11 210:4 130:16 169:5 210:5 218:8
213:2 211:2,11,18 212:8,12,21 222:22 225:19 227:14
letting
level 10:23 213:12 215:11 216:6,10 243:21 247:5 285:2
219:17,18 220:17,18 221:13
Levine 109:15,21 112:16 Loton 58:4,17 64:2,10,12
222:7 224:24 225:7,13,14
liabilities 234:4 72:3 74:17,18,22 146:10
226:4,15228:6,11229:15, 179:4,5 183:7,14,18,21
liable 112:17
24 230:18,23 231:3,11,13, 186:14 198:10,15,20 199:3
liar 249:21
22 232:3,5,12,13,25 233:5
16 209:11 233:22 234:3
license 45:21,2246:4,17,24 234:24 235:18 240:24
love 31:24
47:8,15,2548:650:652:9, 244:13,25 246:17 252:21
13 53:4,15,25 56:21 57:2,7 254:10,11 255:23 259:4

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 16

lower 162:24 210:10 manager 128:4 134:9 mention 101:3 102:25

lowered 156:20 managing 16:8 107:12 mentioned 45:16 46:21

lunch 222:25 118:23 58:14 65:9 66:12 106:15

170:6 276:17 Manhattan 260:15 201:7 264:16

lying
manipulation 194:20,24 merge 63:18 241:25

marathon 10:9 merger 63:14,17,22 64:5,11

March 153:23 154:5,8 260:25

mark 65:19,20 77:11,25 merging 243:8

made 15:23 17:4,20 18:13
30:9 48:11 52:4,5 116:7 91:21 94:9 98:21 114:19 Merrick 7:13

133:3 136:4,9,13 144:8 marked 21:6 54:14 91:24 messages 243:25

155:15 165:15,17 170:9 93:5 94:12 96:6 98:23 met 64:16 65:16 66:10 71:12
175:25 177:8 201:8 202:9 114:22 129:20 130:23 141:9 74:14,25 76:12 79:5 186:11
207:2 210:20 211:23 213:24 144:16 153:16 166:6 171:4 260:5
216:20 220:10 228:7 175:3 196:4 197:12 198:14 Meyers 39:4,6,8,12,14 40:2,
245:14,19 246:13 254:17, 233:17 265:11 21 65:7 169:10,11,12
18,24 257:6 262:5 268:15 market 63:5 208:16,21 Miami 250:13
270:12 274:23 278:5 282:16 209:21 210:11 262:4,12 Michael 223:22
283:11 264:7
middle 84:5 234:13 235:8
main 203:21 98:14 100:6
marketing million 105:10 110:23,24
Majesco 59:10,22,23 63:25 101:9 124:13 141:4
120:15,17,23 131:22,24
64:9,17 66:2 67:23 75:2,5, math 200:5 134:23 136:10 139:16
13,23 76:3,12 79:4 168:19 matter 71:3 214:16 140:19 142:6 143:9 146:4
177:24 178:4,11 179:8,19, MBA 259:25 156:7,14 157:10 158:24
20 180:2,4,10 181:3,8,21
67:6 196:23 206:10 159:12,14 160:13,25 161:18
meaning
182:9 207:24,25
means 27:24 42:2,5,7 49:15 162:18 163:4,5 167:14,24
major 11:17 214:5,23 225:19 168:9 172:13,15,16,20
60:7,16,23 62:14 107:23
majority 102:23 124:20,23 174:19 182:6,9,12 189:18
153:4 205:16 206:13 209:3
129:6,14 134:5 143:14 199:6,15,24 200:4 211:5
229:3 284:4
144:5,10 146:2,5 147:2 212:18 214:12 215:3 219:16
meant 31:16 75:11 153:9
148:3,8 224:11 220:16 231:3 233:5,12
196:19,25 197:3 241:3
make 10:7 23:19 24:5 25:3
265:17 283:14
258:4 264:9 265:2 270:18
28:20 32:15 35:4 37:16 46:4 274:19,24 275:10,23
measure 17:12
55:10 110:21 115:22 116:4 276:11,12,16,24 277:12
media 9:4 94:14 96:18
118:6 132:23 139:17 169:3, 278:15,24 279:4,18 280:6,8
124:15 179:4,9 183:19
7 184:2 185:4 204:5 214:2 285:16
218:15 225:4 226:5,6 mind 185:8 270:24
45 1
230:25 248:11 256:21 265:3 minimum 115:22
232:25 246:18 252:21
268:17 271:3 273:12 277:24
254:10 11 265:4 Mintz 109:15,21 112:16

Media's 94:22 228:11 minute 188:10 237:8 275:13

16 :8 186:22 1 7:8 2 8 11 '
medical 38:3 minutes 72:22 73:22 90:12
18 256:10 260:23 273:11
2
281:4 283:2 medication 37:24 51:22

man 193:9 meet 64:15 65:23 66:17

240:3 7 20
260:14
manage 14:5,7 16:6 195:2
mischaracterizes 59:16
meeting 260:21 261:15,16,
managed 37:13 176:9 111:18 160:19 173:2
management 11:18 24:16 222:23 234:9
member 22:2 41:4 misleading
32:14 33:11,13,18,25 34:10, 250:25 251:9 285:4,19
16,20 35:21 44:25 49:9 members 106:6,16 179:13
286:12,16
57:13 58:21 80:14,20 membership 141:10,15
misled 260:8
114:23 115:4,13 121:20 150:17
missed 39:5 149:16
191:21 194:15 220:24 memory 19:13 51:23

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 17

missing 264:20 necessarily 24:6 26:9,18 objected 161:14

mistake 271:3 30:2 266:3 113:23 219:22

objecting
model 24:19 44:24 needed 40:9 objection 14:2,8 15:13,19

moment 8:10212:7 negative 163:5,10 16:12 17:8,24 18:23 20:13

14:5,7 37:13 48:11 negotiate 127:4 148:25 22:19 23:12,22 24:13 25:6
money
105:6,8,11106:18,23 149:22 27:10,17 29:13,14 30:19
107:5,
6,24 108:10 111:3,5,12 negotiated 115:18 139:19 34:7,12 35:10,24 37:4 42:3

116:24117:3 118:2 128:19 146:12 147:9,17 148:17 43:8,22 53:7 54:2 55:3

132:24 133:3,6,21 150:17,25 191:17 57:15 59:3,15,20 60:8 63:7

134:14, 149:2,18
18,22135:7 71:19 76:25 77:21 80:5,21
139:9 148:8 82:7 149:19
negotiating
153:7 154:25 169:2,5 81:18 82:3,9 85:6 86:3
173:16 22
215:2 106:2 107:8 109:6 111:17
214:14,16,23 226:6 negotiations 173:9 248:17 '
228:5 254:10 261:22 262:15 112:21 113:20,21 118:15
18
263:9 265:8 268:3 277:18 120:2122:7,22123:13
net 115:23 116:4
281:10 128:12131:16 133:7,12
Netflix 279:13 134:12 137:9 138:11 142:15
Montauk 40:3,11,12,13,23
news 31:12 159:15 163:2 147:22 152:14,21 154:19
48:2,1549:4,6 51:15 64:23
nice 81:6 124:14 193:9 158:12 160:17,18 161:7,13,
79:10 223:21
nightclub 101:10 183:20 21,23,25 162:3,9 170:2
month 74:13 87:4,7 181:14
nightclubs 250:12 172:24 177:25 185:6 189:19
249:14 262:6
195:14 199:20 200:17
nightlife 100:7
months 49:22 176:19
203:24 204:23 208:18
246:10277:8,11 nods 9:18

Montreal 157:6,12 158:25 nonpayment 117:7

29 23 6 10 1 221 5
159:3 160:14,15 162:17 nonpublic 56:11 58:11
222:15 242:23 245:9 248:7
214:11273:3,17,23,25 nontransparent 234:25
11,13 249:3,18 252:7
274:3,8,14,17 275:2,8,16,21 normal 70:17 218:16 254:12,22 255:2 262:24
276:10,22279:3,11,17
North 102:24104:13 264:22 266:5 269:9,15
Montreal's 275:17 288:25 272:13 275:25 277:20
Notary 7:15
morning 8:7 9:2 objections 94:13,21 95:10
note 151:11,13,19 267:19
Morris's 179:16 noted 287:16 obligated 157:24 280:4
mother 65:4 obligation 15:9
notes 268:10
Motors 57:14 notice 41:17,24 42:21 79:9 obtain 25:18 29:2 187:22
move 66:5 229:12 258:6,14 188:21,23 189:22 190:2
notoriety
moving 273:20 280:20 281:3
notorious 257:18 258:3
multiple 127:24204:17 obtained 110:2 111:5,9
November 21:2523:4,10
219:12 224:20 225:12 190:7 191:23 229:15 244:16
236:17 240:22 251:23
251:6,15 occasions 127:24 224:20
number 56:7 116:13 117:14
music 225:2,15,19,23 22 158:11,19 185:17 187:1é occurred 246:22 248:4
226:15231:15 259:14 276:20 278:2 250:3
203:5
mutual 47:17 numbers 135:17 161:3 249:13
occurring
mutually 8:14 213:19 October 176:4

numeral 205:8 odd 110:24

N numerous 220:8,10 offense 190:16 237:2

offenses 190:22
named 214:13 offer 36:4 144:8 165:15,17
O
names 208:4213:22 172:7,10 174:4,9

narrow 181:19 O'NEILL 259:5,8,25 offered 208:3

NASD 186:21189:4 oath 288:8,11 offering 160:25161:18

nationally-known 102:4 274:24280:21

object 66:1578:7152:24
nature 9:23 158:3 offers 174:3

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 18

offhand 270:23 paid 108:21 110:12,15,25 PDF 187:25 192:12,13,21

office 48:25 54:20 123:5 111:6,8 112:13 117:2,10 236:2 237:5,12,15 238:5,7,
223:12,13,17 279:10 118:8,25 140:19 146:5,15 12,14,22,24 239:3,4,16,18

officer 202:3 282:18 155:5 172:16 173:5 199:6, 240:2 282:3

18,23,24 200:9 258:21 10:11 125:8
officers 54:20 201:22 pending
262:18 111:21 199:11
offices 72:6 224:5,7 penny 200:2,
Panel 49:17 53:10 54:15 8
one-year 130:12 133:18
59:9 79:17 people 28:6 30:12 61:22,25
ongoing 56:9 250:6
Panel's 55:15,17 112:18 68:12,15,16,25 69:16,20,23,
online 33:3,5,6,11 35:2,13
Panic 38:21 25 70:15,19,22,25 79:24
98:13
paperwork 84:18 82:15,20 83:3,6,8,10 111:13
op 98:14
paragraph 52:9 100:3,19 119:22 142:12 161:10 168:6
open 20:23 39:15 91:20
101:4 18 102:22 103:7 210:10 213:20 221:3
95:23 114:17 144:14 166:3
104:1 4 119:16 120:6,13,19 247:11,12 250:17,25 251:7
open-ended 66:16 257:15 262:18 263:16 286:2
121:3,15 122:5 126:16
operation 123:17 people's 70:7 82:25
127:22 145:7,11 146:11
opinion 23:18 101:24 104:2 151:19 167:11,17,20,22 percent 77:9 78:4 106:25
110:6 122:18 222:10 285:6 175:17,20 183:16 185:15,16 111:11 116:17 137:25
286:21 186:5,20 187:2,4 190:14 138:2,5,9,18,21 139:4,6,14

opportunity 11:23,25 78:7 224:16,18 231:9 232:18,23 140:15 141:22 142:5,6

105:20,24 106:11 262:21 236:21 240:21 244:25 156:8,20 157:19 159:5
280:18 281:3,19 284:18 252:19,25 162:24 210:8 221:18,20
opposed 63:5 279:19 part 13:6 14:20 25:2 29:9 286:4

opposite 39:7 31:25 32:8,10,13 33:23 percentage 136:16,19 224:9

option 116:16,18 47:21 53:5,24 59:13 80:13 perform 37:7 100:23 216:5

order 7:24,25 15:24 17:6,16 92:23 93:23 94:5 111:15 performances 250:7
18:20 19:2 23:18,19 24:5 116:19 119:11 141:4 151:12
performed 98:12 111:20
146:6 254:5 168:20 174:7 177:13 200:6
216:8 219:16 220:21
2062 223:7 231:10 274:18
original 124:11 162:22 219:16
performing
Participate 62:5
originally 106:8 140:19 performs 98:11
Participated 62:16 63:21
Ortiz 91:17,18 period 76:9,17,18 78:16
177:19
OTR 56:13 100:10,18 130:12 132:3
Parties 8:17 115:18
overvalued 156:5 133:18 134:8 135:22 172:21
partner 48:4 65:2,10 169:15, 173:18 182:6 233:24 280:19
owe 116:24
16
permission 48:17,19,21
owed 110:6,9 117:16 154:25
Partnerships 245:4 246:20 49:15
owned 98:16 138:5,9 139:4,
Passed 42:11 65:4 51:19
6 171:23 223:6,12 224:2 permitting
Past 24:25 29:4,12 30:18 person 69:24 106:13 202:22
277:15
32:23 34:9 279:8 204:12 206:10 224:21
owner 38:20 49:6 51:14
Pay 30:11 104:18 105:8 257:17
224:6 11
108:22 109:2,21 112:8 personal 81:7,22,23 110:5,8
owners 64:17 98:2

7: 8:10 8 162:3 205 1 206Î14

2 2 1 :7 10 1 136 15
152:13 153:7 154:24 268:23
19 37:4,23 207:16
155:14,21 165:19 173:4
personally 48:12,17 67:8,18
201:3
105:2 110:18 112:10 118:20
Payable 115:20 258:9 260:5
P paying 50:5 111:13 146:22 persons 281:15
155:22 200:12 263:13
peruses 185:21 197:21
p.m. 168:16 287:16 281:10
205:11
pages 192:25 238:7,22,25 payment 57:6 109:9,10
phase 103:10
154:14

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 19

phone 28:21 90:9,17,21 present 7:3 professional 46:6 47:4

224:21 president 121:14,25 122:3, 45:24,25
professionally
pick 20:22 19 135:14 46:5 65:8

piece 223:12,21 press 26:7,8,9,13,17,19 profit 115:23 116:4,8

pipeline 236:17 240:23 29:25 30:2 31:16 32:3,5,11 129:21,25 130:24 131:4

241:3 157:7 158:21 159:4 229:24 132:11 133:17,20 135:13,

pitch 127:23 231:10 230:5,10,17,23 246:25 21,25 136:4,9,13 145:18

249:25 277:5 285:8 286:9, 151:6
pitches 224:17,19 225:12
11 profitable 130:18 133:10
228:8 231:2 232:21
Prestige 41:11,14,16 profits 103:2 120:17,22
place 31:13 280:12
Prestigious 225:22 132:8
places 151:15
Presumed 204:6 program 11:14 13:7,15,20
plaintiff 94:16 145:9
Pretty 31:6 37:10,17 45:23 prohibited 77:8
plaintiff's 287:4
49:25 50:8 61:22 81:5 83:24 promised 155:24 156:14
Plaintiffs 94:13
97:18 150:2,8 218:21 214:16 245:13
Pla ntiffs 94:20,21 95:9
221:12 243:7 261:21 264:19 promises 155:15 157:6
276:25 277:4 210:5 21
planning 59:6 124:9 143:21
previously 38:25 39:10
plans 125:3 240:24 P romote 228:3
140:23
40 17 137:24
platform 100:6 101:9 141:3
price 140:6 142:3,9 160:14
Pro rties 57:11 144:21
226:10,13,14,15,16 161:19 162:23 208:8,16,21,
played 60:24 61:15 62:15 23 209:17,21,22 210:12
proposed 167:13,23 183:21
player 259:16 262:4,12 264:5
Proposing 52:19
plays 259:22 prices 210:10 263:17
P Pr 2 4 21 2 :6 5,
plenty 217:21 prior 69:10,18 71:21,22 82:5
point 48:20 51:2 73:11 85:3 83:17 84:16 105:16 119:13
30:3 '5 '7 ' 1 ' 17
123:2 138:14 144:4 242:13 125:2 155:16 163:7 210:3
Protect 84:2 257:20
246:14 247:7 251:10 273:15 258:14 280:19
Protective 7:25
274:10 private 19:19 23:9 43:18,21
Prove 214:11 222:14
points 249:23 250:3 255:18 58:18 60:17 62:13 63:18
Provide 15:14 81:15 97:6
popular 259:15,18 privately 19:17
107:18 108:5 118:4 174:13,
portion 51:5 74:11 81:3 privilege 191:15
19 229:22 271:22
284:25 privileged 77:3,4 262:20
Provided 7 9 135:19 191:4
portions 8:13,18 problem 180:5,17,19 185:10

portray 186:3 193:2,5 237:16 239:19,21

providing 101:4,8 102:9
position 12:18 58:21 problems 180:3,6,9 193:13
205:16 206:13 222:7
112:14,20 125:10 126:17, 203:16 204:4 237:9
provoke 84:9
21,25 128:5 134:10 266:9 procedure 52:17
Publ 7 16 8: 4 23: 7
positive 163:6 proceeded 51:24
Possesses 280:24 proceeding 55:7,9,14,20
24 60:6,12 13,18,25 61:5,È
possibility 144:2,7 148:12, process 29:9 49:23 60:21 15,21 62:2,6,17 64:21
14,15,16,20 181:19 82:22 123:24 155:12 215:13 158:14,22 159:13 162:13,17
possibly 14:17 27:19 102:6 224:24 225:7,13 228:13,24 178:21 209:14,20 222:17,18
163:3 241:9 231:6,8,13,17,24 242:20,21 276:21 277:14 284:8
post 152:3 243:3,7 246:6 247:6,22 286:16,18 288:25
potential 32:2 34:21 37:14 produce 113:7,11 publically-traded 16:10
105:20 produced 97:7 113:19 114:9 63:19 158:18 255:9
practice 39:16 137:8,19 15:8
publically-trading
pre 45:2 Product 124:10 publications 29:17 31:4,10,
prepare 90:2,5,15 production 114:4 137:16 14,21

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 20

pull 98:19 170:25 197:9 188:13,19 193:24 194:21 231:10 284:9

198:9 195:20 201:17 203:18,19 61:22 159:12 162:17
ready
pulled 95:4 97:16 170:4 207:10 211:8,20 213:5 247:6
punched 208:12 215:4,21,25 216:3,4 217:9, real 143:5 172:11
11,12,24,25 219:7,23,25
purchase 15:25 80:4,19 reality 130:18
220:3,4,5 225:9 235:11
83:19 102:8,11 105:3,9 realize 251:13
247:20 251:14 252:6,9,11,
106:19,23 107:5 116:17 rea lized 85:18
13,14 255:21 256:2 257:25
117:24 119:10,11 13 135:20
275:4 realizes 286:19
258:10 269:10 274:9
141:10,15 142:20 150:17,20
277:22 283:8,24,25 realizing 250:20
167:13,23 173:17 174:4 284:21,
23 reason 38:2,3 49:11 51:25
189:6,12 191:17 197:13,17
283:22 85:4 132:10,13 188:2,20
200:20 216:11,21 218:4,13 questioning
214:6 230:14 234:14 256:25
228:6 230:20 248:22 262:23 questions 9:16,17 38:4
76:22 77:6 78:3 139:11 reasonable 280:19,25
273:13 274:12
140:4 164:17,18,22 213:7 Rebecca 91:9,10
purchased 104:24 105:7
113:9,13 117:6,8 136:21,23 217:23 257:4 281:14,20 recall 13:10 14:14 36:15

138:21 142:5,9 172:19 283:23 284:19 40:24 41:21,22,25 42:6

174:12,18 284:19 44:4,5 58:2,6,7,10 62:22,25

quickly
64:22 68:2 71:8 76:5 79:13
purchasing 142:12
80:7,8,11 81:10,20 83:12
purported 240:24 R
85:8,9 86:11 87:23 88:2,9
purpose 52:19 85:3

purposes 139:10 raise 64:24 65:11 107:24

7 6 , :2,3
pursuant 7:23 52:16 138:3 108:10 111:5,21 160:14,25
99:10,16 100:21 101:19
173:18 198:25 261:22 268:3 274:19,24
102:17 105:4,12 106:4 20
275:23 276:16,24 277:19
pursuit 145:9 108:19 110:17 115:8 116:2
278:24 279:3 280:5
pushing 124:22 6,10,25 117:4,9 118:3,17,24
raised 10:21 108:3 277:12
put 26:3,22 27:2 29:16 48:6 125:13 126:22 127:6,7,14
raising 158:23 261:24 128:7,21,23 130:6 131:10
69:9 71:9 104:15 105:5,11
262:15 263:8 276:10 278:15 132:4 133:4 135:17,24
106:20,22 107:4,23 111:23
279:18 139:23 141:18 142:4 146:17
157:7 159:4 169:19,23
214:12,14,15,20,25 226:9 ran 183:12 184:5 185:22,23, 147:12,25 148:19,20 150:6,
240:18 257:20 265:7 285:22 25 186:12 7,12,21 151:8 165:5 167:5

puts 285:3,8 Randy 253:4,9,12,21 169:4,6 170:15,16,24

range 119:22 171:14 173:13,14 174:21

putting 18:5 63:2 64:12
259:18 176:24,25 178:14 179:2,10
214:23 rap
180:7,11,20 181:13,17
rappers 259:19
182:20,22 183:15,16 186:16
rate 286:4
Q 187:10,12 188:25 189:2,7
rationalize 219:20
14 190:23 192:6 194:6,8
QA 233:18,21 rationalizing 220:2
195:4,24 200:23,24 201:11,
quarter 134:23 285:16,21 RDM 166:14 18 204:22 205:22 212:24,25
question 9:21,24 10:3,5,7, reach 148:25 217:15,17 218:6 221:17,22
11,12 16:14 18:2 22:21,22 read 14:15 15:22 23:17 24:4 222:3,5 224:10 229:10,20,
27:5 50:13,18,19,23,25 51:3 25:13,15 29:16 31:6,13,15, 23 230:21,24 231:4 233:8
57:22 60:4 61:9,19,23 22,24 32:3,5,11 50:24 51:3, 235:6,7,14,24 241:15
65:15,23 66:15,16,18,21,25 5 74:8,11 80:24 81:3 100:19 244:14 247:13,15 249:5,8,
67:15 69:15 74:9 80:25 111:23,25 115:19 184:17,19 20 251:20,24 252:11 253:8,
88:17,23 89:5 101:5 104:22 185:18 202:25 205:10,13 18 254:2 255:4,6,14 258:16
109:2,7 113:24 117:15 206:3,4 241:15 242:6,7 259:9 261:13 264:11 267:13
124:6 125:7 135:2,4 149:16 268:7 269:22 281:7,8,21 268:21 269:21 270:23 271:2
151:4 158:3,5 159:18,24 284:3,22,25 288:7 272:17 273:18 274:20
160:2 163:12,19 164:3 31:24 184:12 receive 11:19 27:12 46:23
reading
170:11 176:6 186:15

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 21

115:24 151:25 266:14,17,20 refreshes 176:23 134:9 150:5 258:19,22

281:15 refuse 271:22 272:8 repaid 119:25
received 10:24 79:15,16,17, 229:21 145:4
refusing repay
20 121:2 199:2,15,25 registered 21:24 repayment 154:6
200:15 266:22,23
registration 41:18,19 42:22 repeat 80:23 104:22 181:7
receiving 256:11 236:4 252:17 269:17
43:3 225:9
recess 57:20 73:23 168:15 regret 282:4 271:10 284:21
223:3 286:25 rephrase 10:6 169:21
regulations 15:15 42:18
recognize 21:12,16 92:5 rephrased 274:9
regulatory 21:7,14 54:19
94:24 95:7 115:6 130:4
reiterate 279:22 report 187:2,21,23 188:21,
141:14,16 175:8 197:19,23
related 190:22 202:11 22 189:17,23 190:2,8
198:19
191:24 192:5 195:9 233:18
relation 174:8
reporter 7:2,7,10 9:6,16,25
relationship 81:8,22,24
23 36 6 9:19,24 4 :19
: :22 : 1 4:6,
51:21 149:25 178:3 259:13
48:24 49:8 53:3,15
55:21 64:8,14 65:14 74:23 relationships 69:21 70:7,15
94:12 96:6 98:23 114:19,22
79:19 94:3,5,7 95:16,22 225:5 250:11,22 259:21,24
129:20 130:23 141:9 144:16
99:24 103:9 115:17 118:5 release 27:6,15,23 28:9,12
153:16 166:6 171:4,9 196:4
120:25 121:14,24 132:17 30:8,13,17 32:5 157:7
197:12 198:14 233:17
133:2 135:8 136:12 138:24 158:21 159:4 229:24 230:5,
265:11 284:25
139:15 144:12 149:5 153:13 10 247:2
reporters 87:20 88:5
176:23 180:24 200:22 releases 26:3,7,8,9,10,11,
reports 198:10 233:21
206:20 208:22 217:3,4 12,13,15,17,18,20,22 27:2
represent 9:3 103:20 109:16
220:23 265:19 271:16 28:18,20 29:3,9,10,11,22,25
167:7 188:6 201:20 240:20
272:25 30:2,3,5 31:5,11,15,16,17,
18,20 32:3,11 35:20 representation 109:23
recommend 15:25 16:9 230:18,
23 250:2 277:6 285:3,7,8 188:14 274:22
17:17,22 35:3 37:15
286:9,11 representations 206:8
recommended 14:10
230:15 207:13 252:3 270:12
recommending 14:23 82:13 releasing
282:16,22
record 7:8,20 9:11 13:24 relied 158:10 215:19 282:14
representative 21:25
21:13 32:17,20,24 74:2,3 rely 264:24
represented 111:7 160:12
93:10 94:19 96:2 99:6 relying 215:16 282:11,21,25
207:3 246:15
160:10 275:3 282:8 285:9 283:4,11
286:2,13,14,15 287:3,12 reputation 24:17 162:15
remains 112:12
288:10,12 258:25
remember 9:19 11:10 12:7
records 270:22 request 10:12 28:10,11,17
13:2,13 14:25 16:24 34:15 '
29:5,15 30:9 31:2 96:4,8
red 254:20 19,24 36:13,21,23 39:19
109:8,10 114:3 272:4
reduced 115:21 44:16 45:12,15 46:19 71:7
75:8,9 79:20 81:20 116:25 requested 51:4 56:8,12
refer 97:23 98:3 101:13,17
117:12 118:8,11 119:24 74:10 81:2 222:8 271:23
186:25 187:13 240:8,15
120:4 125:24 127:18 135:16 272:6,9 284:24
reference 75:2
149:6 158:23 178:5 179:22 Requests 30:25
referenced 145:15,17 206:6
182:2 184:6,7,13 189:15,21 research 14:10,12 19:7,9
237:20
190:11 191:23,24 201:14,16 35:16 209:7 216:17,18
referred 176:9 179:24
208:4 217:18 218:2 219:15 8:17
reserving
220:15 222:6 229:21 230:2, residen 251:4
referring 76:8,9 97:24 98:5
3 21 242:7 253:8 265:21
resignation 47:12,14
100:10,19 140:25 243:20
267:14 ' 20,21 272:5
267:18 resigned 56:25 59:2
remembered 183:22
reflect 99:12 resigning 56:20
remove 126:20
reflects 99:20 respect 56:24 193:18,19

refresh 23:2 53:3 132:16 20518 206:M 282d2

2 7 5,12 1 12 : , 1È

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 22

respects 9:9 14,18 92:10 127:5,11,12 save 164:20

respond 28:23 128:3,5 143:21 147:13 schedule 287:7

respondent 52:24 148:25 149:8,11,12,15,17, Schlam 196:19,25

20 152:16 155:2,7,8,21
response 30:8 69:4 78:6 Schnaier 7:9 8:1,7,25 9:1
156:6 157:23 158:9 160:16
84:9 94:20 96:3,7 272:3 10:1,15 11:1 12:1 13:1 14:1
161:4,16 168:19 169:7,14
responses 94:13,21 95:9,19 15:1 16:1 17:1 18:1 19:1
170:4,7,13 173:10,22
responsibilities 40:16 20:1,15,22 21:1,17,23 22:1
177:23 179:8,19 180:9,22, 23:1 24:1 25:1 26:1 27:1
responsible 110:19
25 181:5,9,11,23 182:9
28:1 29:1 30:1 31:1 32:1
responsive 51:8 65:24 183:7 184:14 185:2,23
33:1 34:1 35:1 36:1 37:1 23
257:24 186:14 188:22 190:8,15
38:1 39:1 40:1 41:1,3 42 1
rest 44:16 194:15,23 195:5,6,12,19,23
43:1 44:1 45:1 46:1 47:1
result 108:8 196:11 197:6 208:14,20,22
48:1 49:1 50:1,12 51:1 52:1
resulted 258:18,24 209:16 215:7,9,11,16,18
17 53:1 54:1 55:1 56:1,8 12
retain 167:6,8 216:6,9,20 218:3 222:2,6
57:1 58:1 59:1 60:1 61:1
230:25 232:10 235:4 241:11
returned 47:18 62:1 63:1 64:1 65:1 66:1
242:18 243:2 246:15 247:17
returns 74:7 67:1 68:1 69:1,13 70:1 71:1
2484,19 249:2 256:22
revenue 45:2 233:2 72:1,10 73:1,3 74:1 75:1
234:9,
2597 260:5,8,M,19 261:11
24 285:12 76:1 77:1 78:1 79:1 80:1
10 16
286:2' =16 ' 19 =25
263:8 2M:15 270:12,18
81:1 82:1 83:1 84:1 85:1
86:1 87:1 88:1 89:1 90:1
revenues 211:18 233:13
4 2 9 5 0 2
91:1 92:1,6 93:1 94:1 95:1
235:18 283:2,11
96:1,12 20 97:1 98:1 99:1
reverse 63:14,17,22 64:5,11
Rob's 81:12 155:9,14,20 100:1 1Ö1:1 102:1 103:1
156:8,15,18 157:16 162:20
156:11,12 263:19 104:1,15 105:1 106:1 107:1
review 8:11 14:21 17:4 18:7
Robert 196:9 266:12 108:1 109:1 110:1 111:1
25:2,17 26:17,19 30:6 35:20
Rock 100:8,25 260:9,12,13 112:1 113:1 114:1 115:1,5,7
90:14 92:15 93:15 95:14
role 57:12 59:19 60:24 61:6, 116:1,16,22 117:1,22 118:1,
166:24 167:3
7 62:16 121:20 22 119:1 120:1 121:1,4
reviewed 17:15,20 18:3,8,20
roles 61:4 14 122:1 123:1 124:1 125:1
28:15 29:21,25 127:1 128:1 129:1
126:1,17
Roman 2Ò5:8
reviewing 18:13 130:1,5 131:1 132:1 133:1
room 170:7
revoked 47:15 134:1 135:1,3 136:1 137:1
Roughly 12:13
rich 265:6 138:1 139:1 140:1,11 141:1,
ruined 68:9,13 82:24
Richard 86:14,20 235:16,20 17 142:1 143:1 144:1,24
rule 52:16,20 53:24 145:1,8,12 146:1 147:1
247:11
rules 9:13 42:17 62:11 148:1 149:1 150:1 151:1
rid 123:6,16
ruling 77:12,25 152:1 153:1 154:1,2 155:1
rights 8:18 224:25 225:8,15,
247:9 156:1 157:1 158:1 159:1
19 24 226:4,5 227:22 running
160:1,10 161:1,15 162:1,8
229:16,25 231:14 248:5
163:1,11 164:1 165:1 166:1,
256:20 260:9,11
S
14 167:1 168:1 169:1 170:1
Rio 260:10,12 13
risk 205:15 2Ò6:12 207:4 S1 273:23 274:4,14,17
26
River 102:24 104:13 275:15,23 280:8
179:1 180:1 181:1 182:1
RNG 104:17,19 113:15 Sabo 91:3,6
183:1,21 184:1 185:1 186:1,
114:15 117:25 119:10 salaries 130:16 6,8,9 187:1 188:1 189:1
121:21 130:17 115:20,25 190:1 191:1 192:1
salary 193:1,3,
Rob 9:5 64:15 65:12,16,23 sale 99:15 149:14 151:21,23 20 194:1 195:1 196:1 197:1
66:7,10 67:5,9,17,18,19,21 261:2,5,6,11 198:1 199:1 200:1 201:1
68:9,13,17,25 69:16,19 sales 56:10 131:21 143:8 202:1 203:1,11 204:1,5
70:15 71:4,5 72:2 74:14,16 205:1,2 206:1,25 207:1
Sasha 91:14
78:17,22 79:24 81:12,14 208:1 209:1 210:1 211:1,6
82:16,20 83:24 84:3 85:11, 212:1 213:1 214:1 215:1

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 23

216:1 217:1,21 218:1 219:1 41:17 42:7,9,13,22 43:14 shareholder 127:3

220:1 221:1 222:1 223:1,6 58:25 186:23 189:9,17 shares 48:11,18,19 51:19
224:1,22,23 225:1 226:1 195:22 202:3 233:23 258:19 56:11 98:16 117:6,8 152:3,
227:1 228:1 229:1 230:1 277:16 18 155:3,23,25 157:19
231:1,12 232:1,20,24 233:1 15:23 17:16,20 159:6 171:18,23 172:3,7
security
234:1 235:1 236:1,25 237:1, 187:9 173:7 176:17 183:3 199:2,
11 238:1,11 239:1 240:1,22 Seed 44:15 15,25 200:5,16,21 201:13
241:1 242:1 243:1 244:1,8 208:23,24 209:11,17,23
seeking 147:3,5 192:8
245:1 246:1 247:1 248:1 260:7 266:4 280:21 282:20
274:18
249:1 250:1 251:1,10 252:1, sheet 265:20 269:18
sell 48:19 51:19 142:23
20 253:1,2 254:1 255:1
143:16 146:7 21 149:20 sheet already 269:4
256:1 257:1 258:1,12 259:1
150:22 157:24 165:3 shell 63:19 65:11,13 67:10,
260:1 261:1 262:1 263:1
170:14,17 175:19 177:6,20 11 168:21,22 183:18 210:4,
264:1 265:1 266:1,13 267:1
191:18 256:10 257:6 14,17 211:3,11 212:8,12,21

172:3 208:22 209:17 213:12,13,17

5:1 selling
'
219:17 220:17 227:5 231:19 shiva 65:6,25 66:13
18 276:1,14 277:1 278:1
233:12 255:23 shocked 270:3
279:1 280:1 281:1 282:1,9
semester 11:4 short 280:13
283:1 284:1,5 285:1 286:1
287:1 288:6,18 send 27:14 28:6,21 29:8 186:6,11
shortly
154:9 222:9 230:7,16,17 show 48:7 135:21 215:12
Schnaier's 41:18 287:8
232:9 239:3 266:14,17,19 250:4 268:23 273:17 286:10
school 11:5,6 12:8,10
267:4 271:25 272:9
Schurr 102:23 103:12,18 showed 48:9 176:20 265:23
sending 29:9 84:19 250:24 269:12,25
126:19
251:6
Schurr's 113:14 122:2 showing 234:11
sends 276:18
screen 227:8,11 239:6 shown 133:20
sense 144:8
screwed 155:2 shows 268:7
sentence 167:12,17,23
scroll 151:11 187:14,17 shut 38:20 123:15,17 128:17
232:19
203:3 267:8 shutting 123:12
separate 140:4
192:23 side 228:19
scrolling
Sephardic 11:6
sealed 276:9 sign 28:25 29:7 226:23
Se mber 194:3 201:2
search 33:8,11 35:2,12 248:22

searches 195:5,6 217:16

series 46:8,17,22 47:7,25
s1151 3
season 244:12
139:10
signatures 198:22
Seat 207:22
d 121:4
signed 83:20 95:15 102:8,12
seated 124:10 140:25 141:3
serves 19:14
110:4,18 112:10 113:14
SEC 15:14 18:13,20 23:17
service 28:24 117:19 136:18 137:3 138:4
25:2 195:18,21,24 196:14,
services 98:11 100:23 101:4 142:19,21 151:15 157:11,13
102:9 107:18 108:5 117:24 162:16 189:6,11 198:5
221: 33 3 17 2 :24
118:4 204:19 205:20 206:10,19
284:8
set 94:15,22 96:18 117:7 210:18,25 211:9,19 212:6,
secret 83:4,5
settled 108:23,25 11,20 213:13 216:12 218:5
section 115:19 116:21 117:7
settlement 52:20 53:5,23,24 228:6,8,15,17 230:13,19
201:19,25 205:4 280:17
244:5,7 245:17 246:23
shake 9:18
secure 248:20 . 248:2 249:12 252:21 262:23
Shaquille 259:5,8,10,25
secured 242:14,18,19 268:20,23 270:10,16 274:13
share 157:9 158:23 160:14
243:12,14,16 245:7,13 275:12,14 276:9,24 278:23,
161:2,19 162:23 199:19,23
246:16 247:4,25 25 279:2,15 280:5,7 281:9,
27 8 13 15 28
securing 243:3 10,18,21 283:5,6,9,18 284:2
25
securities 14:16 15:3,10 288:20
12,16 263:9 ' 11
17:5 21:25 23:4,8 25:13,15 significant 214:2 215:5

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 24

signing 80:3,18 110:7,20 272:5 285:18 215:6 229:14 245:18 249:23

209:9 216:20 218:12 230:19 15:2 16:3 19:3 250:2 253:19 255:22,24
specifically
271:13 273:12 25:10 80:10 82:19 101:3,13 263:7

silence 277:8,9 202:10 225:3,17 244:18 Sterling 12:4,5,18 13:3,12,

similar 234:14 245:23 247:13,15 271:20 18 14:21 20:8 36:3 37:9,13

simple 135:2 273:18 279:9 40:19

Singer 107:13 111:20 specifics 34:5 Steve 8:8 50:16 61:16 67:2

112:15 speculate 182:3 276:3 77:14 125:16 140:3 163:18

39:20 101:21 280:9,11

single 218:2 220:15,20 speculating
speculation 29:23 162:4 Steven 9:2
Sinn 91:9,11
spend 62:14 stipulate 72:18,25
sir 26:16 101:6 159:22
split 156:16,18 162:20 stipulating 73:7
sit 286:10
201:4,9,13 stock 16:2 17:22 56:11
sit-out 49:21 53:12
spoke 50:4 90:23 91:3 57:14 59:13 62:8,10 63:3,4,
site 26:5 221:7 226:22,24
106:6,14 143:20 157:5 6,9,10 151:10 156:7,13,16,
227:17 229:4 232:4 6
184:5,22 243:6 18 157:3 159:14 162:20
245:15 20
165:25 172:8,15 194:19,23
50:6 57:7 65:6 spoken 75:23 143:17 181:23
sitting 196:15 200:7 208:9,17
- 197:7 287:4
situation 255:11
209:15 210:10 256:11 258:5
spring 175:18
six-percent 107:6 263:10 286:19
ss 288:4
Slacker 234:23 285:24,25 stockbroker 38:14 39:9
stall 66:4
small 277:11 40:15 183:2
stamp 114:12
smarter 156:23 286:17 Stone 196:19,25
stand 73:20
social 124:15 19:11 155:22 219:5
stop
standard 256:9
software 44:15 124:10 269:8 272:12
207:22 start 9:12,21 18:14 261:10
stopped 11:16 16:25 57:23
sold 48:11 49:6 102:23 started 8:25 20:2,8 64:18
stories 210:5
172:2 198:2 241:21 254:10 76:10,15 124:21 133:5
story 50:9 206:22
258:4 181:9 190:9 254:7 257:13
straight 12:9 112:3
263:23
sole 202:3 224:6
startin 75:17 122:9 124:9,
solely 88:19 89:3 282:14
skategy224:2 225:15
someone's 268:23 227:23 231:14 232:4,6
starts 185:18 192:13,22
son 179:16,17 260:19 260:9 12 13
7 7, 6,20 45:21 244:24
sort 98:14 172:9 210:11 225:8,18 226:5,8,
sta8t4 streaming
230:14 244:22 19 228:12,23 232:12,15
stated 146:13 207:11 214:17
sought 146:3 234:17 244:13 248:5
275:2 283:10
source 191:11 285:10,12,20
195
speak 70:5 72:16 84:21 Street 38:8 48:25
st130 4 31 6 216
86:22,24,25 87:6,16 181:20 strip 169:18,22
243:10 274:18 277:2
195:21 213:2 81:23 276:25
85:25 95:19 strong
statements
speaking 15:19 64:18 84:14, stronger 124:14,15
132:12 216:10 270:18
16 85:4 149:5,9 151:8 152:5 structure 98:24 99:6,12,21
283:11
161:13,25 195:24 204:8 110:14 137:23
states 287:14
speaks 59:17 stuff 19:19 26:2,4,5 27:7,8
stating 229:2 252:21 253:3
special 173:6 29:15 31:13,22 32:18 33:4
277:6
specialist 286:7 45:5 49:3 51:23 62:8,23
stationery 153:22 171:10
specific 17:15 18:12 28:11 69:22 84:19 118:7 123:6
status 155:11 215:12
29:5 30:8 61:3 62:4,25 130:17 158:15 160:22
stepped 132:18
66:18,21,24,25 67:15 85:5 176:14 214:20 218:15
steps 24:10 44:18,20,22 221:11 241:20,22 251:4,5
155:19 164:18,22,23 225:8
80:17 97:9,13 157:2,22 257:9 271:21 273:2
243:17 246:11 247:14,17
158:8 159:20 168:4 191:20

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 25

subject 8:10 89:6 115:3 120:9,10,12 126:16 testify 217:22

submits 52:18 129:18 130:21 131:7 139:24 54:25 79:23

testifying
submitted 52:22 141:7 144:14 153:11,14,21 220:6,9
166:3 168:12 170:25 24:3 111:19
submitting 56:20 testimony
174:22,24 184:11,20 160:19 173:3 184:3 185:5
subscribed 288:20
185:12,13 186:18,19 212:10 288:7,11
subscriber 226:23
. 192:14,17 193:16 196:2
Texas 264:14
subscribing 282:20
197:9 198:9 233:15 237:6
thievery 210:13
subscription 28:23 29:7 265:9 266:11 280:15
30:11 198:10,11,12,15,20 thing 37:12 38:24 40:19
table 272:18 273:14
201:6,20 202:14,16 203:11 156:5 157:15 164:10 211:24
tabs 203:16
204:20 205:5 206:19 238:23 253:12 264:7,19
207:9,
takes 236:11 269:2
15 209:9 210:19,25 211:10 '
taking 57:7 60:6,12,25 61:4, things 19:6,8 24:15,20,23
19 212:7,11,20 213:14
7,15,21 62:2,5,16 67:3 35:15,17 70:6,14,21 73:21
270:10,17 271:6,13 273:11
188:9 193:15 79:23 82:15 85:15 146:16
280:15 281:24 282:2 283:6,
9 talk 55:24 69:24 70:11 72:25 157:23 179:19 215:7,12
160:9 244:22 284:16 217:22 218:12 221:25
subscriptions 244:12
talking 10:2 20:25 29:22 241:5,7 251:3 252:15
subsequently 195:3
33:13,20 57:13 71:21 81:12 254:21 255:17 256:6,22
subsidiaries 98:6
83:17 85:24 86:6 125:17,21 257:12 273:19 283:2
subsidiary 282:19
128:3 138:12 168:19 196:24 58:10 252:12,24
thinking
substance 248:25
206:23 228:18 232:21 235:9 255:6 286:3
substantial 71:8 183:5 240:10 244:19 245:22,24 thinks 286:17
232:25 246:3 255:15 261:20 265:23
thought 22:25 44:21 75:19
successful 265:7 talks 143:21 142:13,17 143:23 156:23
sucked 130:16 team 24:16 32:14 33:18,25 160:21 211:14 213:22,25
sue 108:4 109:22 34:10,16,21 35:21 44:25 228:18
sued 59:18 111:5,9 145:4 80:14,20 194:15 253:4,9 threat 170:9
166:16 178:5,19 technological 193:2,13 three-for-one 156:15,18
suing 178:5 44:10,13,17 157:16
technology
suit 253:24 45:10,17 58:14 207:22 throw 125:25 207:24
summer 83:18 136:14 138:9 telling 33:23 55:19 68:12,16 ticket 131:21 141:2 143:8
139:14 82:19 83:3,6 147:15 157:20 170:22 232:14
support 218:10 188:12 211:21 214:4 241:19
ticketed 250:11,12
supposed 112:5 118:6 247:19
ticketing 98:13 100:6 101:9
119:13 154:23 157:17 tells 160:8
118:7 124:10 141:3 226:2
268:23 ten 16:18 17:2 19:9 163:17 232:11 251:8,16
surprised 61:18 84:2 ten-minute 74:4 168:14 tickets 9:4 124:18 227:5
surrendered 52:8,12 53:25 term 15:5 27:22 28:19 60:7, 231:19
53:4 12,16 61:25 62:3 146:15 tied 260:25
surrendering
264:24 152:25 153:3 209:2 241:3
sway time 10:2 11:16 21:5 39:16
265:20 269:18
sworn 7:15 46:25 50:3 51:4 54:13
terminated 103:21,23 64:16,20,23 65:3,21 66:4
system 128:10
126:17 128:16 72:2,9 73:10 74:5,10,14,16,
terminating 41:18 21 76:17 78:16 79:15 81:2
T
termination 41:17,24 42:21 90:23 91:3,23 93:4 94:11
43:2 96:5 97:5 98:22 100:10
tab 21:2,4 52:9,15 53:17
terms 179:24 267:23 281:16 103:11,23 114:21 125:20
54:12 55:24 79:16 91:20
test 42:8 11 126:6 129:19 130:22 132:3
1 922 14 8 14 8 144:15
16 98 1 testified 7:17 75:10 80:12
3 1Ò 0 4,
110:13 114:11,17 120:3 213:11
15,16
153:15 156:17 160:7,8

U. S . LEGAL SUP PORT

(877) 479-24 8 4
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 26

164:3,5,8,20 166:5 171:3, trades 79:10 187:9 ultra 225:23

21,22 172:21 173:17 174:25 196:15 200:7 208:9 unauthorized 186:23 187:8
trading
176:10 178:10,22 179:18 209:15,16 263:10,14 286:20 uncover 195:11,12
180:2 181:9,22 182:10 trained 14:4 uncredible 79:8
183:6,8,17 185:23 186:13, trainee 20:3,4 113:24
underlying
training 12:19,20 13:6,15,20 underneath 240:14
6: 1 : 1 8: 99:4 '
transaction 78:25 109:16,24 undersigned 201:21 204:10
16 206:18 208:10 209:24
111:8,10,14 113:8,12 205:14 206:6,9 280:18
210:24 211:4,9 212:19
114:14 138:8,16 140:14 281:14 282:10,13,17,21
216:6 217:22 221:21 228:10
145:13,25 146:14 147:10 understand 9:24 10:5 18:10
232:20,24 233:16 237:7,24
148:3 281:17 27:14,16 35:5 55:10 62:13
247:7 252:12 253:23 255:11
transactions 186:23 74:19 85:21 98:3,7 101:5
256:6 259:11,14 260:23,24
265:10 280:19 282:8 transcript 7:22 8:3,11,16 113:3 119:7 155:9,19 176:6
284:5,
24 287:16 288:7,9 181:18 184:2 185:5 193:11
transfer 151:24 203:15,20,22 212:3 215:24
time's 234:4
transferred 216:2,4 219:24 220:5
times 62:20 75:7 86:19 90:6 137:5
221:10 225:10 226:17
103:15 159:6 181:24,25 transparency 48:10
247:21 265:17
182:6,9,13,16 207:14,19 treat 9:8 193:17
208:6 230:25 treated 8:21
understandable 10:8
title 8:2 121:12,25 122:2 193:19
treating
today 37:24 38:5 89:14,17, true 103:3 132:21 135:5
u78: 156 195 0 07:10
18 167:4 184:25 237:21 146:3 157:13 168:4,5
275:7 ' 21
287:6 170:10 177:5 205:25 215:10
understands 204:5
told 29:24 33:15 35:14 37:12 218:16 222:14 233:4 242:17
understood 69:3
62:12 68:24 69:5,8,16,20 244:15 245:6 251:17,23
70:4 79:24 82:15,17 83:24 252:24 256:23 262:2,3,7,14 underwriter 274:4,15 275:17

84:23 89:4 100:15 146:8,23 270:13,19 286:5 288:9,12 underwriters 63:5,9,10

147:16,18,21 148:7,19 260:15 261:16 unhappy 179:23
Trump
149:11 150:4,11,21,23,24 trust 71:16 uniform 41:17 42:21
78:17,18,20,23
157:4,23 158:9 165:20,22, 184:18 255:7 10:25
university
23,24,25 172:9 180:13,20
trusted 71:14 78:17,22 Unknown 232:19,24

trustworthy 71:10 unofficial 84:17

0 2 215:8 '
truth 82:17 83:9 218:24 unpaid 109:22
18 218:3 222:2 223:24
219:2 221:23 unprofessional 61:12
224:23 228:13,23 231:11,23
turn 52:14 93:2 94:8 100:2 unprovoked 85:15
232:10 238:4 241:18,22,24
129:18 130:21 139:24 unrelated 186:8
242:3 244:20 245:13
141:7,20 153:11 168:12
247:23,24 248:19 249:10 update 236:17 240:23
194:16
250:16 255:13 265:16 update/pipeline 240:13
267:16 270:6 turned 123:19 157:18
updates 232:9 247:13
tomorrow 248:23 253:4 turning 79:7 128:24 186:18
upset 20:20 51:13 87:16
254:17 twenty 220:14
161:17 222:23
top 156:9 196:8 238:22,23 two-for-one 201:9,12
266:11 twofold 224:22
V
topic 86:7 type 9:18,25 278:3

totally 155:16,17 257:10 Typically 271:24

vague 61:9
touchy 268:25 typing 9:17
valuable 211:24
track 32:17,20,24 74:5,7
valuation 143:8 156:14
trade 58:25
U 172:20 173:2,4 279:11
traded 59:13
valued 156:4 210:8
ugly 196:13

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 27

Vegas 100:9 250:13 16,19 166:14,16 167:7,13, withdrawn 16:7 19:10 32:21

vehicle 190:16,22 24 169:19,24 170:13,14,17 47:3 74:15 75:24 78:21

venues 250:6,10,21 171:16,17,20,24172:2,8,13, 82:14 86:18 89:12 92:14

15,19 173:12,15 174:5,8,12, 99:19 108:20 113:12,15
veracity 216:19
18175:11,19,21 176:9 125:5,7 128:4 129:5 138:3,6
verbal 9:15 19
177:6,17,20180:22181:5, 166:23 173:25 174:9,11
verbatim 279:13
10,22 182:11 183:9 186:7 177:4 181:2 194:2 195:7
verification 7:5 252:15
190:10 191:18 198:23 200:19 205:3 208:6 216:7
verify 221:25229:15 250:2 201:9,10 202:11 214:9 220:8 247:18,20 252:18
264:9 216:8 227:4,5 231:18 259:3 263:2,6 268:18
veteran 279:7 232:11 234:15 250:17 witness's 78:6
video 64:20 251:16,19 255:16 261:2,6, won 108:17
viewers 226:7 11271:7273:23
woodworks 257:15
Wantickets'
violation 53:24 98:24 99:5
word 9:13 18:11 152:17
violations 128:19 129:2,15 166:20
52:20,25189:4,9, 172:25 215:17
17 Wantickets's 121:5128:10
words 85:20 229:14 248:25
56:3,7 132:8 140:22 198:2 219:18
violative work 11:2412:237:18 38:21
220:17 250:11,22 251:7
voluntarily 47:19,24 39:3 41:10 43:14 72:5
261:5
volunteered 85:25 107:25123:5 161:5 223:14
Wantmcs 201:23 204:15
worked 67:19,20 98:15
205:21,24206:2
125:2
W warrant 199:11 200:2
working 48:1571:16124:19
204:15 206:9 280:22
211:5 215:15 241:5 245:3
wait 119:15 228:2 236:18
267:20269:11 246:19 247:8,9
275:13
warranted 204:19
waited 2 7 0
warrantees 282:16,22
d 159:11 259:14 276:23
waiing warrants 84:20199:3,9
waiver worried 188:8,16,18
21:9,15 52:18 55:18 200:2,8,10 206:6
78:9,10 worry 188:7,15,17
wasting 66:3
wanted 39:15 48:16 49:19 worse 129:16,17 132:17
watch 226:18
54:10 107:11 142:23 177:5 258:24
watching 226:20
219:2 222:11,12 268:2 worth 142:7152:3 156:8,13,
water 207:23
Wantickets 44:845:10,16 21,22 157:18 159:5,12,14
ways 29:10 30:14,16,25 162:18 172:16 173:8 209:24
58:18,23 69:19 71:6,18 72:5
125:4 210:7
75:1876:3,10,19 78:25
97:21,24,25 wealthy 264:13 wound 106:25 110:23
98:3,4,5,11,16
99:13,21 100:5,23 101:7 website 81:16,17 215:14 111:11 200:4
102:8,15,19,24 226:11,12 227:4,10,18,19, Wow 70:23 194:12
103:2,4,11,
22104:5,9,24 105:23 24 228:11,22 244:5,10,13
write 153:25 183:17 252:19
106:10,12107:2,20 109:17 246:25 249:16,24
writes 196:11
110:12 111:2,11 113:9,13 Wednesday 154:8,15
writing 252:13
115:22116:3,4,7 118:22,23 week 65:3 87:2
written 79:9 81:6 108:12
119:3 120:14,22 121:6,9,17, weeks 196:12 251:8,17,19
153:21
20122:11,14,18,20124:7, 254:19
20125:3,5,10 126:24 128:5, Wells 83:11,14 90:24,25
85 1 95:4 11 4 116 1
wife 71:12 89:23 174:23 189:13 276:17
32 , 9,2 3:17
Winick 214:14,17 47:22
134:10 135:6,13,21,25 wrongdoing
wire 154:9 112:15,19,25
136:16 137:5 138:2,5,10,22, wrongly
25139:6,14,20,21,22 wise 170:5 wrote 153:6 267:5
140:15,17142:6143:15,16 withdraw 60:4 Wurtzel 8:8,19 14:2,8 15:12
147:6,11148:9,22 149:13, withdrawing 164:2 16:12 17:8,24 18:23 20:13,
20,22150:5,19 165:3,8,9, 25 22:19 23:12,22 24:13

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
09/24/2020 28

25:6 27:10,17 29:13 30:19, 208:3,4 220:14 228:9

23 34:6,12 35:10,24 37:4 277:17 286:9
42:3 43:8,22,25 50:16,21 York 7:13,16 9:9 10:20,22
51:7,11 53:7 54:2 55:3 45:21 104:11 196:12 288:3,
57:15 59:3,15,20 60:8 63:7 5
66:14,23 69:2 71:19 72:20
73:6 76:25 77:4,9,13,21
Z
78:4 80:5,21 81:18 82:3,9
85:6 86:3 88:14 90:22 94:25
Zoom 9:8
96:13 106:2 107:8 109:5,12
111:17 112:21 113:20
114:6,10 118:15 119:5
120:2,10 122:7,22 123:13
125:16,19 128:12 131:16
133:7,12 134:12 137:9,17
138:11 140:2,10 142:15
147:22 152:14,21,24 154:19
158:2,12 160:17 161:7,21
162:2,9 163:14,18,22
164:13,21 170:2 172:23
177:25 185:6 189:19 190:24
193:21,24 195:14 199:20
200:17 203:24 204:23
208:18 212:22 215:20,24
216:13,23 219:3,5,10,21
221:15 222:15 237:19,25
238:6,15,24 239:5,12,22
242:23 245:9 246:4 248:7,
10 249:3,18 252:7 254:12,
22 255:2 262:24 264:22
266:5 269:8,15 272:12
275:25 277:20 280:11
287:13
Wynn 100:8,24 101:4,16,23
102:9,14

year 11:10,13 12:6 13:13,16

38:17 50:3 74:13 130:13,20
131:6,14 132:22 133:11,21
134:19,21 135:7,13 146:24
156:3 181:16 228:15 246:10
285:9,21

year's 285:22

years 10:25 12:12 13:14

14:14 16:17,18,20,23 17:2
19:9,24 20:5,9,10 23:11,16
25:12 33:23 34:4,10 36:14
39:13 44:6 45:14 62:12
79:21 86:12 105:16 106:17
134:2,15 136:3,5,8,12
159:10 172:17 190:3 204:22

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 295

Page 295
1 CONFIDENTIAL

2 SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK
3 ---------- x
DENCO ENTERPRISES, LLC, WANTICKETS RDM, LLC,
4 WANTMCS HOLDINGS, LLC, and JOSEPH SCHNAIER,

5 Plaintiffs, :

6 - against -

7 LIVEXLIVE MEDIA, INC., f/k/a LOTON CORP.,

LIVEXLIVE TICKETS, INC., ROBERT S. ELLIN,
8 ALEX ELLIN, BLAKE INDURSKY, and
COMPUTERSHARE TRUST COMPANY, N.A.,
9
Defendants. :
10 ------------ x

11
October 19, 2020
12 9:35 a.m.

13

14

15 CONTINUED EXAMINATION BEFORE TRIAL of

16 JOSEPH SCHNAIER, one of the Plaintiffs herein,

17 taken by the Defendants, pursuant to Court

18 Order, held via videoconference by all

19 parties, before Michelle Lemberger, a Notary

20 Public of the State of New York.

21

22

23

24

25

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 296 to 299

Page 296 Page 298

-1 -1
-2- -A P P E A R A N C E S: -2- -statements or commentsthat interfere with the
-3
3 questioning.
-4- -SCHLAM STONE& DOLAN,LLP
- -Attorneys for Plaintiffs
-5- - - - 26 Broadway 5 at a deposition, except (i) to preserve a
- - - - - New York, NewYork 10004 -6- -privilege or right of confidentiality, (ii) to
-6- -BY:- JOSHUA WURTZEL,ESQ. -7- -enforce a limitation set forth in an order of
-7 -8- -a court, or (iii) when the question is plainly
-8
-9- -improper and would, if answered, cause
-9- -LAWOFFICESOF STEVEND. ISSER, ESQ.
- -Attorneys for Defendants 10- -significant prejudice to any person.· An
10- - - - 1359 Broadway, Suite 2001 11- -attorney shall not direct a deponent not to
- - - - - New York, NewYork 10018 12- -answer except as provided in CPLRRule 3115 or
11- -BY:- STEVEND. ISSER, ESQ.
13- -this subdivision.· Any refusal to answer or
12
14- -direction not to answer shall be accompanied
15- -by a succinct and clear statement on the basis
14
- - - - - - - - - *- - -*- - -*- - -*- - -* 16- -therefore.· If the deponent does not answer a
15 17- -question, the examining party shall have the
16 18- -right to complete the remainder of the
17
19- -deposition.
20- - - THATan attorney shall not interrupt the
19
20 21- -deposition for the purpose of communicating
21 22- -with the deponent unless all parties consent
22
23 - -or the communication is made for the purpose
23
24- ·of determining whether the question should not
24
25- -be answered on the grounds set forth in
25

Page 297 Page 299

-1 -1
-2- - - - - - - - S T I P U L A T I O N S -2- -Section 221.2 of these rules, and, in such
-3- - - IT IS STIPULATED
ANDAGREED
by and between -3- -event, the reason for the c=ristion shall
-4- -the attorneys for the respective parties -4- -be stated for the record succinctly and
-5- -herein, and in compliance with Rule 221 of the -5- ·clearly.
-6- -Uniform Rules for the Trial Courts: -6- - - THATthe failure to object to any question
-7- - - THATthe parties recognize the of Rule 3115 -7- ·or to move to strike any testimony at this
-8- -subdivisions (b), (c) and/or (d).- All -8- -examination shall not be a bar or waiver to
-9- ·objections made at a deposition shall be noted -9- -make such objection or motion at the time of
10- -by the officer before whomthe deposition is 10- -the trial of this action, and is hereby
11- -taken, and the answer shall be given and the 11- -reserved; and
12- -deposition shall proceed subject to the 12- - - THATthis examination may be signed and
13 - ·objections and to the right of a person to 13 - -sworn to by the witness examined herein before
14- -apply for appropriate relief pursuant to 14- -any Notary Public, but the failure to do so or
15- -Article 31 of the CPLR; 15- -to return the original of the examination to
16- - - THATevery objection raised during a 16- -the attorney on whose behalf the examination
17- -deposition shall be stated succinctly and 17- -is taken, shall not be deemeda waiver of the
18- -framed so as not to suggest an answer to the 18- -rights provided by Rules 3116 and 3117 of the
19- -deponent and, at the request of the 19- -CPLR, and shall be controlled thereby; and
20- -questioning attorney, shall include a clear 20- - - THATthe certification and filing of the
21- -statement as to any defect in form or other 21- -original of this examination are hereby
22 - -basis of error or irregularity. - Except to the 22 - -waived; and
23- -extent permitted by CPLRRule 3115 or by this 23- - - THATthe questioning attorney shall provide
24- -rule, during the course of the examination 24- -counsel for the witness examined herein with a
25- -persons in attendance shall not make 25- -copy of this examination at no charge.

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 300 to 303

Page 300 Page 302

1 1 Joseph Schnaier
-2- - - - - - - -THEREPORTER:-
The attorneys 2 ereupom at this th, the
-3- - - - -participating in this deposition 3 reporter marked the above-mentioned
-4- - - - -acknowledge that I am not physically
4 e-mail as Defendants' Exhibit 22 for
-5- - - - -present in the deposition room and
5 identification.)
-6- - - - -that I will be reporting this 6 BY le. ISSER:
-7- - - - -deposition remotely.- They further 7 Q. - This is an e-mail from Rob Ellin to
-8- - - - -acknowledge that, in lieu of an oath °8° ° you dated December 26, 2016.
-9- - - - -administered in person, I will
.g . . Yes.
10- - - - -administer the oath remotely,
10 Q. - Did you receive this e-mail in or
11- - - - -pursuant to Executive Order Number
11 abOut December of 2016?
12- - - - -202.7 issued by Governor Cuomoon
12 A. ° It lOOks like it, yes.
13- - - - -March 19, 2020.- The parties and
13 Q. - All right. ° Can you turn to the
14- - - - -their counsel consent to the ° Do you
14 third paragraph? see about halfway
15- - - - -arrangement and waive any objections
15 down where it says Bank of Montreal?
16- - - - -to this manner of reporting·
16 (Witness peruses document.)
17- - - - - - - -Please indicate your agreement . Yes.
17
18- - - - -by stating your nameand your . Okay. ° Do you see it says signed an
19- - - - -agreement on the record.
19 IPO for 75 to 125 million.
20- - - - - - - -NR. ISSER:- Stephen Isser,
20 Do you see that?
21- - - - -consent-
21 A. Yes.
22- - - - - - - -NR. WURTZEL:-Joshua Wurtzel --
22 Is that is this the e-mail you
23- - - - -for plaintiff, including the witness, 23 were referring to when you said that Rob told
24- - - - -and we agree as well.
24 you he had signed from Bank of Montreal?
25- - - - - - - -THEREPORTER:-Please state
25 MR. WORTZEL: ° Objection to

Page 301 Page 303

1 1 Joseph Schnaier
2 your name for the record. 2 form.
3 THE WITNESS: ° Joseph Rehnniar. 3 A. - This is one of many.
4 THE RESEUKrER: ° What iS yOur 4 Q. - Go ahead.
5 current address? 5 A. - This is one of many e-mails that I
6 THE WITNESS: - 2170 Holland Way, 6 see that he said he signed with Bank of
7 Merrick, New York 11566. 7 Montreal amongst convercamna I had with Rob
8 J O S E P H° °S C H N A I E R, having been 8 and his team in regards to the IPO. ° He said
9 first duly sworn before a Notary 9 it was --
10 Public of the State of New York 10 Q. - Tell me what specific conversations
11 was examined and testified as 11 did you have with Rob or his team that led
12 follows: 12 you to believe Bank of Montreal was committed
13 CONTINUED EXAMINATION BY 13 to providing 75 million to $100 million to
14 MR. ISSER: 14 LiveXLive for the IPO?
15 Q. Good morning, Mr. Schnaier. ° 15 A. - Prior to the
During APA, we have had
16 your last -- the first part of your 16 numerous conversations. - I
mean, we used to
17 you were di menaming that Rob told 17 speak multiple times a week. - And that was
deposition,
18 you he had signed with Bank of Montreal for 18 one of the biggest things that we spoke
19 an IPO. 19 about, if not the biggest, was the IPO which
20 Could you please turn to tab 20 was going to -- through that
27, money we were
21 please. 21 going to grow Wantickets, is what he
22 A. ° I'm not on the tab -- hold on a 22 promised.
23 second. 23 Q. - Yeah, I don't --
my question is, do
24 MR. ISSER: - This will be 24 you remember testifying earlier in the first
25 Exhibit 22. 25 day of your deposition, the difference

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 304 to 307

Page 304 Page 306

1 Joseph Schnaier 1 Joseph Schnaier
2 between a commitment to raise $100 million 2 Mischaracterizes the testimony.
3 and a good faith effort to have the IPO raise 3 Q. Fine. ° I want all -- not
4 as much -- do you remember that tmHmnny you 4 conversations about the IPO. - Any specific --

5 gave? 5 any conversation you had with Rob Ellin,

6 A. ° Yes. 6 anyone at LiveXLive, or anyone at Bank of
7 MR. WORTZEL: ° Objection to 7 Montreal, that led you to believe that Bank
8 form. 8 of Montreal had guaranteed LiveXLive that a
9 Q. What I want to ask you is, tell me 9 certain amount of money would be raised at
10 all the conversations you had with Rob or 10 the IPO. - That's the only conversations I'm
11 anyone else where they either told you that 11 asking about.
12 they had a -- that Bank of Montreal was 12 MR. WORTZEL: ° Objection of
13 committed to raising $100 million, meaning 13 form.
14 they get $100 million or 75 million to 100 14 Joe, you can answer, just let
15 million, as Oppased to just having Bank of 15 me -- give me a second to object
16 Montreal underwrite an IPO and make a good 16 before you answer.
17 faith effort, which is a distinction you 17 You can go ahead.
18 made. 18 A. Okay. ° I had numerous conversations
19 I want to know the conversations 19 with Rob and certain people on his mnagement
20 that led you to believe that Bank of Montreal 20 team in regard to the IPO. - He specifically
21 had guaranteed LiveXLive 75 million to a 125 21 told me it was a done deal and they signed to
22 million for an IPO. 22 commit to do the IPO between 75 million and
23 MR. WORTZEL: ° Objection of 23 $125 million. We had many conversations
24 form. 24 about it for quite a while.
25 You can answer. 25 Q. - I want to understand. - So Rob

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Prior to my investing in my APA and 2 specifically told you that the Bank of
3 doing the acquisition, we had numerous 3 Montreal had committed to an IPO and
4 conversations about the IPO. ° It was one 4 committed that regardless of what happened in
5 of -- the major one of that I 5 the LiveXLive would raise between 75
reason, them, market,
6 actually agreed to do -- to be acquired by 6 million and $125 million?
7 LiveXLive. 7 A. - Rob had told me that numerous amount
8 Q. ° Mr. Schnaier, you keep
-- I am going 8 of times.
9 to cut you off because I want you to listen 9 Q. - You mentioned when we were
10 to my question. 10 discussing private equity deals you had done
11 I'm not asking you how many 11 when we were discussing your experience, you
12 conversations you had about the IPO. - This is 12 mentioned a deal with -- I just want to make
13 a very specific question about a very 13 sure I got it right. ° Was it QV Technology or
14 specific thing. - If you don't understand 14 QD Technology?
it,
15 I'm happy to rephrase it. 15 A. - QD.
16 You made a distinction in your 16 Q. - D as in David?
17 earlier testimony between a commitment to 17 A. - Correct.
18 raise $100 million brw=n -- and that, I 18 Q. - And were you and QD Technology sued
19 take it, Bank of Montreal is going to pay 19 in a lawsuit?
20 LiveXLive a certain amount of money for its 20 A. - I believe so.
21 stock and get an acco'mt on the market, as 21 Q. - Okay. And what was that lawsuit
22 opposed to having an IPO and it raises, as 22 about?
23 best it what is a good faith effort. - Do 23 A. - There was an investor who invested
can,
24 you remember that testimony? 24 in the company. ° wouldn't put the
money They
25 MR. WURTZEL: ° Objection. 25 money, invest the money
--
they wanted me to

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2 guarantee it. ° The said 2 You can answer.
personally company
3 they would back it, I agreed to personally 3 A. To the best of my recollection, he
4 mmmnree it, and the company defaulted on 4 said it wasn't a serious offer, which to me
5 the loan. 5 meant it was never going anywhere.
6 Q. And you had a judgment against you 6 Q. - Okay. And you also said when you
7 personally in that lawsuit, correct? 7 purchased Wantickets from the Chehebars for
8 A. ° The company defaulted and, 8 around $5 million, 4.8 million valuation,
9 came to the -- the investor 9 whatever that you said there were
therefore, they was,
10 came back to me. 10 special circumstances that allowed me to buy
11 Q. ° So you have a judgment against you 11 those shares for less value than I believed
12 as a result of that lawsuit, correct? 12 it was worth.
13 A. Correct. 13 What were those special
14 Q. And you also testified on your first 14 circumstances you were referring to?
15 day that you heard from people inside that 15 A. - To the best of my recollection, they
16 the Eventbrite offer of $4 million that we 16 wanted out of that business. -
They weren't
17 discussed was never serious. 17 interested in being involved in that
18 Who told you it wasn't serious and 18 business. - And it was an for me
opportunity
19 what did you mean by that? 19 to go and buy out the company, kme I
20 MR. WURTZEL: ° Objection to 20 believed it was worth a lot more than what we
21 form. 21 thought it was -- than what they thought it
22 Q. ° You can answer. 22 was.
23 A. I was told by people on the company. 23 Q. - I just want to be clear. ° The

24 Q. What people and what company? 24 special circumstances are that they wanted to
25 A. The Chehebar family, people from the 25 get out of the business?

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1 Joseph Schnaier 1 Joseph Schnaier
2 Chehebar family in the company. 2 A. I believe so.
3 Q. Which people? 3 Q. It's your words, I'm asking you.
4 A. To the best of my recollection, it 4 A. Yes. ° It wasn't their major --
they
5 was mostly Isaac. 5 were involved in different businesses, it
6 Q. What do you mean when you their --
say he 6 wasn't
7 told you it was never serious? 7 Q. - You also mentioned that LiveXLive --

8 A. ° It was -- it never really went 8 a company named Ticket Live came to see you
°
9 anywhere. They were, you know, it was just 9 about doing a deal with Wantickets?
10 never serious. - That's what he told me. 10 A. - Can you repeat that question?
11 Q. ° And what did you take that to mean? 11 Q. - That a company named Ticket Live --

12 A. ° That it wasn't serious. 12 when I asked you about offers to buy

13 Q. ° Please try not to define the term 13 Wantickets, you said a company named Ticket
14 with the term. 14 Live came to see if you could do a deal about
15 Did he mean that he never thought it 15 buying Wantickets?
16 was going to close?· That he didn't think $4 16 A. - I don't recall any Ticket Live.
17 million was a real offer? ° That the 17 Q. - Okay. And when you acquired -- when
company,
18 wasn't it seriously? - What 18 you and the Chehebars acquired
Wantickets, taking Wantickets,
19 did he mean? - What did you think he meant 19 did you have any disassions with Barak
20 when he said it's not serious? 20 Schurr or Diego Carlin that you would provide
21 MR. WORTZEL: ° Objection. 21 Wantickets with a $10 million line of credit?
22 Cn=nound question. Also the witness 22 A. - No.
23 answered the question before. 23 Q. - You never promised them that you
24 You can answer again. 24 would provide them with a $10 million line of
25 MR. ISSER: - Thank you, Josh. 25 credit?

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2 A. No. 2 A. He asked me questions about the

3 Q. Do you know anyone named -- an 3 case, about my case.
4 individual named David Brooks? 4 Q. - I understand that. - What questions?

5 A. ° Yes. 5 Tell me the questions he asked and the

6 Q. - Who is David Brooks? 6 answers you gave.
7 A. ° I believe he writes for a 7 A. - I don't recall all the questions,
8 magazine -- articles for a magazine or 8 but he did ask questions about the case.
9 something. 9 Q. - Which questions, if any, do you
10 Q. ° Have you ever communicated with 10 recall?
11 David Brooks? 11 A. - I don't want to give you the wrong
12 A. ° I believe maybe once. ° To the best 12 information. I don't remember.
13 of my recollection, maybe once. 13 Q. - Do you remember -- I just want to be
14 Q. ° And when was that? 14 clear, you don't remember a single question
15 A. - A while ago. - I don't recall the 15 or a single answer that you gave Mr. Brooks
16 exact dates. 16 when you spoke -- withdrawn.
17 Q. Can you ontimato? 17 Did you speak to him or did you
18 A. I don't know. - Maybe a little less 18 communicate with him by e-mail?
19 than a year ago. 19 A. - I don't recall. It was either --

20 Q. ° And how did it come about that you 20 possible we had a phone call. - I don't

21 communicated with him? 21 recall.

22 A. ° I believe he was trying to do a 22 MR. ISSER: ° We call for
23 -- he wanted to do a story on LiveXLive 23 production of all text
story messages,
24 and he asked me a question. 24 e-mails or other communications
25 Q. Is it your testimony he approached 25 horwoon the witness and David Brooks.

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1 Joseph Schnaier 1 Joseph Schnaier
2 you? 2 MR. WORTZEL: ° Taken under
3 A. Yes. 3 advisement.
4 Q. And what did you say to him and what 4 Q. - Do you remember anything about the
5 did he say to you? 5 conversation, anything about who said what to
6 A. I don't know. - I don't recall 6 who?
7 exactly, but he asked questions regarding to 7 A. - He just basically asked me things
8 my lawsuit. 8 about the case that he read publically.
9 Q. ° h-mNc I asked you the first day 9 Q. - And what things did he ask you and
10 of your deposition if you had ever dh-----i 10 what did you
say to him?
11 this lawsuit with anyone from any journalist 11 A. - I don't recall. About the case.
12 or anyone from the media, and you had said 12 Q. - I want specifics, if you reut:uiuer
13 no. 13 any.
14 Would this count as a communication 14 A. - I don't recall. I don't want to
15 with a journalist or someone from the media? 15 give you the information. - I don't
wrong
16 MR. WORTZEL: ° Objection. 16 recall.
17 Mischaracterizes the testimony and 17 Q. - I'm just curious, how is it you
18 objection to form. 18 remember so well certain conversations you
19 Q. ° You can answer. 19 had with Rob Ellin that took place in 2015,
20 A. I don't know. - I didn't recall that, 20 2016, but a conversation you had a year ago
21 but you mentioned his name, so I told you I 21 you can't seem to remember a single thing?
22 remembered his name. 22 Do you understand why, how that could be the
23 Q. ° Now, what did you say to him and 23 case?
24 what did he say to you about this lawsuit or 24 A. - Well, Rob Ellin and I had a very
25 about Rob Ellin or about LiveXLive? 25 close relationship for a few years where we

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2 speak pretty much every day, multiple times a 2 Q. Do you understand the difference
3 day. I pretty much trusted him with
my life. 3 between Mr. Brooks telling you something or
4 Giving him -- nol l ing him my company. - So it 4 your counsel telling you something?
5 would be normal for me to, you know, remember 5 A. - Yes.
6 every conversatinn 6 Q. - Okay. ° So other than communications
7 Q. So you remember in 2015, 2016, 7 with counsel, are you aware of whether
8 before you trusted him with your life, before 8 Mr. Brooks spoke to your counsel?
9 he became your best friend, you still 9 A. - I'm not really understanding your
10 remember all those conversations though, 10 question.
11 correct? 11 Q. - You really don't understand that
12 MR. WURTZEL: ° Objection to 12 question?
13 form. Mischaracterizes the 13 A. - I'm telling you --

14 testimony. 14 Q. - Did Mr. Brooks manrinn to you

15 Q. Okay. ° So except for that one time, 15 whether he spoke to your counsel?
16 do you remember any other time you 16 A. - I don't believe so. - To the best of
17 communicated with Mr. Brooks? 17 my knowledge, no.
18 A. I don't recall. 18 Q. - So you don't remember anything that
19 Q. Do you know if your attorneys 19 was said in the conversation between you and
20 communicated with Mr. Brooks? 20 Mr. Brooks, but you remember that he didn't
21 MR. WORTZEL: ° Objection. - I'm 21 tell you that he spoke to your counsel? I
22 instructing the witness not to 22 just want to make sure I understand your
23 answer, to the extent his knowledge 23 +©ntimnny.
24 is based on communications that he 24 MR. WORTZEL: ° Objection to
25 had with counsel. 25 form.

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR. ISSER: - And how would those 2 Q. You could answer.
3 communications with counsel be 3 A. I told you that he asked me
4 the provision of legal 4 questions about --
concerning my lawsuit about the
5 advice, if it's ennearning speaking 5 lawsuit with LiveXLive.
6 to a journalist? 6 Q. - I understand you don't remember a
7 MR. WURTZEL: ° My instruction 7 specific question he asked or a specific
8 stands. 8 answer you gave, but you do remember that he
9 MR. ISSER: - I'd like a record 9 did not mention to you that he spoke to your
10 on this. 10 counsel. - I just want to make sure I
11 MR. WORTZEL: ° I'm instructing 11 understand what you understand or remember
12 the witness not to di a ac -- not to 12 from the conversation. ° Is that accurate?
13 disclose any communications that he 13 A. - I can give you, you know, what I
14 had with counsel. ° That's 14 thought he asked I don't recall
my me, but exact
15 instruction. 15 questions he asked me and I don't want to
16 MR. ISSER: - All right. - We 16 give you the wrong information.
17 reserve our rights concerning that. 17 Q. - Well, so --
18 BY MR. ISSER: 18 A. - But he did ask me multiple --
sir,
19 Q. ° Other than from your counsel, has, 19 he did ask me multiple quantinns about the
20 perhaps, Mr. Brooks mentioned to you that he 20 lawsuit with LiveXLive.
21 had spoken to your counsel? ° Do you 21 Q. - And you don't remember -- you don't
22 understand the ai atinction, Mr. 22 have to give me a verbatim quote. ° Do you
Schnaier,
23 between hearing it from Mr. Brooks and 23 neudaer in sum and a''hatan"a the questions
24 hearing it from your counsel? 24 he asked and the answers you gave, or any
25 A. Can you repeat that, please? 25 part of the conversation, other than him not

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2 you -- other than him not 2 of personal knowledge.
asking mentioning
3 he spoke to your counsel? 3 A. - I don't --

4 A. ° Well, to the best of my 4 Q. - Do you know how he came to find you?

5 recollection, he read the complaint and he 5 A. - I don't know.
6 asked me questions in regard to the lawsuit. 6 Q. - Do you know how it came about that
7 Q. ° All right. - But you don't reEEutiuer 7 he did an article about the case?
8 which questions he asked or what information 8 A. - I don't know.
9 you provided him. - I just want to make sure 9 Q. - Did he say to you about Rob
anything
10 we understand. 10 Ellin?
11 MR. WORTZEL: ° Objection. ° Asked 11 A. - Just as it pertains to asking me
12 and answered. 12 about what he did, you know, in regards to
13 Q. Withdrawn. 13 what he did the case. - You about
during know,
14 Do you remember any information you 14 the lawsuit.
15 provided him regardless of the questions he 15 Q. - And what did he ask you about Rob
16 asked? 16 Ellin?
17 A. I gave him just honest answers in 17 A. - I don't retEmiuer. - Just questions
18 regards to the case. 18 about the lawsuit.
19 Q. Well, how do we know they're honest? 19 Q. - I know. ° You keep telling us. ° But
20 Why do you remember they're honest answers? 20 you don't retEnduer any of the questions about
21 MR. WORTZEL: ° Objection to 21 the lawsuit, right?
22 form. 22 A. - There was a lot of information in
23 Q. ° You can answer. 23 there with, you know, cornlaints, and I guess
24 A. ° How do I know that my answers are 24 he was asking me about certain complaints. I
25 honest? ° Is that what you're me? 25 don't want to give you the -- I don't
asking wrong

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Withdram_. - I just wanted to finish 2 want to give you the answer. ° I just
wrong
3 this line of questioning. 3 know that we spoke and everything was in
4 Is there any information that you 4 regards to the lawsuit.
5 gave to him that you remember that you can 5 Q. - And how long was the conversation?
6 testify to? 6 A. - I don't recall.
7 MR. WORTZEL: ° Objection to 7 Q. - More than an hour?
8 form. 8 A. - No.
9 Q. ° Mr. Schnaier, you look like you're 9 Q. - More than half an hour?
10 something. - What is it you're 10 A. - I don't recall.
reading
11 reading? 11 Q. - Okay. °
Now, if you could turn back
12 MR. WORTZEL: ° I think he's 12 to tab 20, which is a subscription agreemeni .
13 frozen. 13 It's Exhibit 19.
14 (Technical
interruption) . 14 A. - 19 or 20?
15 MR. ISSER: - Read back the last 15 Q. - Tab 20, Exhibit 19. - Tabs are what
16 question. 16 are listed on the document, exhibits are for
17 (Whereupon, at this time, the reemested 17 the deposition.
18 portion was read by the reporter.) 18 A. - I got it.
19 A. ° Just based on the questions, I only 19 Q. - Let me know when you're there.
20 remember he asked me questions about the 20 A. - Okay.
21 case. Specifically, I really don't recall. 21 Q. - All right. ° I want you to -- there's
22 I don't want to give you the answer. 22 two subscription agra=anta. - that
wrong Putting
23 Q. ° How did he come to find you, to ask 23 aside, we tried to do this last time, if you
24 you about the case? 24 look at page 2 on (f), it says, The
25 MR. WURTZEL: ° Objection. ° Lack 25 undersigned represents and warrants to the

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2 company that the undersigned has read the 2 in your opinion, did WantMCS fulfill in order
3 definition of an accredited investor provided 3 to be characterized as an accredited investor
4 in Rule 501 of nonulat·ion D of the Securities 4 to meet the definition?
5 Act, a copy of which is attached to this 5 MR. WORTZEL: ° Objection. ° Calls

6 agreement as Exhibit B. 6 for a legal conclusion. - Objection to

7 Do you see that? 7 the form of the question.
8 A. Yes. 8 Q. - All right. ° You can answer.

9 Q. Now, I want you to turn to Exhibit 9 A. - I mean, I have to read all this
10 D. Do you see that? · It says definition of 10 through. - I don't know -- what did I fill out
11 accredited investor? 11 on the document? - Where is the page with the
12 A. ° It's very blurry. 12 document that I filled out?
13 Q. ° Q. - I don't know what
No, it's really not. 13 you're talking
14 A. ° Exhibit B? 14 about, Mr. Schnaier. - I'm
asking you -- there
15 Q. ° Yes. ° Not blurry at all, Mr. 15 are 16 r.m.bered categories and I'm asking you
16 Schnaier. ° That's a different page that 16 which -- and you need, to be an accredited
17 you're looking at. 17 investor, you need to fall within one or more
18 A. ° Okay, I see it. 18 of the categories, if you want WantMCS
19 Q. ° Do you see, can you read it? 19 Holdings to be an accredited investor.
20 A. One second. 20 A. - Are you asking me to read all of
21 (Witness peruses document.) 21 the -- like all of them and see which one and
22 A. Yes, I see it. 22 pick one? · Is that what you're asking me to
23 Q. All right. - And it and I'm 23 do?
says,
24 reading, The undersigned must qualify as an 24 Q. - I guess you don't know off the top
25 accredited investor, as defined in Rule 501 25 of your head under what category WantMCS

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1 Joseph Schnaier 1 Joseph Schnaier
2 of Regulation D of the Securities Act. - Rule 2 meets the definition of an accredited
3 501 of Replation D of the Securities Act 3 investor? · I just want to be clear. ° You

4 defines an accredited investor as any person 4 don't --

5 falling within one or more of the following 5 A. - There's multiple categories.

6 categories. 6 MR. WORTZEL: ° Joe, Joe, stop.
7 So what did you -- I 7 The question is whether you know off
category does,
8 guess, in this case, it's WantMCS Holdings 8 the top of your head which category
9 LLC fall into to qualify as an accredited 9 you believed at the time you signed
10 investor? 10 this WantMCS satisfied. - So if you
11 MR. WORTZEL: ° Objection. ° Calls 11 know, then say. ° If you don't
12 for a legal conclusion and form of 12 remember, you don't know, then just
13 the question. 13 say that.
14 Q. Well, you signed this agreement on 14 A. - I don't remember.
15 behalf of WantMCS Holdings, correct, Mr. 15 Q. - Let me ask you this.
16 Schnaier? 16 Is WantMCS Holdings a broker or
17 A. ° I believe so. 17 dealer registered pursuant to Section 15 of
18 Q. ° All right. - And when you signed it, 18 the Securities and Erhanna Act?
19 you made a dete=ination that WantMCS 19 A. - No.
20 Holdings is an accredited investor, correct? 20 Q. - Is it a bank?
21 MR. WORTZEL: ° Objection to 21 A. - No.
22 form. 22 Q. - Is it an insurance company?
23 Q. ° You can answer. 23 A. - No.
24 A. ° I believe so. 24 Q. - Is it an investment company
25 Q. Okay. ° So which of these categories 25 registered under the Investment Company Act

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2 of 1940? 2 recall.
3 A. ° No. 3 Q. - And I said was it more than 15?
4 Q. ° All right. - Let's move on. 4 A. - Now you're asking me if it's more
5 I'm not going to go through all of 5 than 15 times.
6 them. I like your little snark there, Mr. 6 Q. - Correct.
7 Schnaier. 7 A. - So I didn't think you were being
8 A. ° I don't know what you're talking 8 serious.
9 about. 9 Q. - No, I'm being deadly serious, Mr.
10 Q. ° Have you ever signed any other 10 Schnaier.
11 agreements in which you or a company you were 11 A. - I don't recall.
12 the principal for claimed to be an accredited 12 Q. You don't recall. - Was it more than
13 investor? 13 1,000 times?
14 A. ° In my life are you asking? 14 A. - No.
15 Q. ° Yes, I am. 15 Q. - Okay. °
Now, you claim in this
16 A. ° To the best of my knowledge, yes. 16 subscription agreement you paid $5 a share,
17 Q. ° Okay. ° How
many times? 17 correct?
18 A. I don't recall. 18 A. - Correct.
19 Q. More than a dozen? 19 Q. - All right. And you claim that the
20 A. I don't recall. 20 shares weren't worth
$5 a share, correct?
21 Q. More than a million? We can play 21 MR. WORTZEL: ° Objection to
22 this game. ° More than a million? 22 form. Mischaracterization.
23 A. Sir, I'm not going to, you know, get 23 Q. - Do you allege in your comnlaint --

24 into this game with you. 24 are you alleging in this lawsuit that the
25 MR. WURTZEL: ° Stop, stop. 25 shares you purchased purni1nnt to the

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. I need -- I'd like an estimate. 2 subscription agreement were not worth $5 a
3 MR. WORTZEL: ° Please, stop, 3 share?
4 there was a question. 4 MR. WORTZEL: ° Same objection.
5 Joe, was it more than a million 5 Q. You can answer.
6 times that you signed something 6 A. Rob and LiveXLive were charging me
7 that you or a company you were 7 $5 a share. - He said he charged other
saying
8 involved with was an accredited 8 customers and investors the same. ° He valued
° So I
9 investor? 9 my acquisition shares as $5 a share.
10 THE WITNESS: ° Obviously not. 10 mean, I'm not going to sit here and tell you
11 Q. Okay. ° Was it more than five times? 11 I know how to value whether it was $5 a share
12 A. To the best of my recollection, yes. 12 or not, but that's what he charged everyone.
13 Q. All right. - So let's see if we can 13 That's what he told and he said he was
me,
14 narrow it down better than between five and a 14 raising money at that price for the company.
15 million. Was it more than a dozen times? 15 Q. - You're alleging
--
wait, maybe I
16 MR. WORTZEL: ° Objection. ° Asked 16 misread your complaint.
17 and answered. 17 As you remember it, do you believe
18 A. I don't recall if it's more than a 18 that you're alleging that you overpaid for
19 dozen times. 19 the shares pursuant to subscription agreement
20 Q. Was it more than ten times? 20 --- they were worth less than $5 a share?
21 A. I don't recall. 21 Is that not your claim in this lawsuit?
22 Q. Was it more than fifteen times?· You 22 MR. WORTZEL: ° Objection.
23 know I'm waiting for an answer, right? 23 Mischaracterizing the allegatinna in
24 A. ° I thought -- you just asked me if it 24 the amended complaint.
25 was more than 12 times and I said I don't 25 Q. - How would you characterize your

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2 allegations concerning the value of the 2 different than what the share price is in the
3 shares you purchased pursuant to the 3 public markets?
4 subscription agreement, Mr. Seb_naier? 4 A. - At that time, I don't think it was
5 A. ° The value of the shares were created 5 different. - I don't believe it was, to the
6 as CEO of of ° I think
by the company, and Rob Ellin, the 6 best my recollection. that's
7 told me that he was raising 7 --
company money at where about where the public markets were
8 that price, and, you know, also it was also 8 trading it at.
9 trading at that price on the market, on the 9 MR. WORTZEL: ° Hold on. Sorry,
10 ° So that's I I just
OCC, the public exchange. what 10 want to clarify.
11 paid for it. 11 Joe, Steve asked you whether
12 Q. ° Do you have an opinion as to how 12 the -- whether there's a difference
13 much those shares were worth when you 13 horwoon what the stock is trading
14 acquired them? 14 at on the public market--

15 MR. WURTZEL: ° Objection to 15 MR. ISSER: ° You know what,

16 form. Lack of personal knowledge as 16 Josh, he gave me his answer. ° You can
17 well. 17 clean this up on cross.
18 Q. ° You can answer the question. 18 A. - Well, I didn't understand your
19 A. ° Oh, do I have an opinion? 19 question, Steve. Can you repeat it so I
20 Q. ° Yes. ° Knowing everything you know 20 clear it?· It may be a miss
--

21 now, how much do you think those shares were 21 MR. ISSER: ° That was very
22 worth? 22 inappropriate, Josh.
23 MR. WORTZEL: ° Same objection. 23 MR. WORTZEL: ° It was obvious
24 Q. You can answer. 24 the witness didn't understand what
25 A. I couldn't tell you. 25 you were asking.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. And what steps did you take before 2 MR. ISSER: ° It's obvious to
3 investing and signing the subscription 3 you.
4 agreement to determine how much the shares 4 THE WITNESS: ° Can you please
5 were worth? 5 repeat that question?
6 A. ° I had extensive conversations with 6 MR. ISSER: ° Read back the
7 Rob Ellin, many, many conversations with 7 question.
8 Blake Indursky and David Wells, who actually 8 (Whereupon, at this time, the requested
9 did the pâperwark for the subscription 9 portion was read by the
reporter.)
10 agreements and took care of all the 10 THE WITNESS: ° Can you explain
11 administrative stuff because he was the 11 what you meant that?· I'm I
by sorry,
12 CEO at that time. ° you know, 12 misunderstood it.
acting They all,
13 they all knew what I was paying and they all 13 BY MR. ISSER:
14 told me that that's what the company was 14 Q. - We'll move on.
15 raising money at. 15 You mentinned in your complaint you
16 Q. Wait. ° David Wells told you that the 16 alleged that you wouldn't have bought the
17 company was raising money at $5 a share? 17 shares if not for certain material references
18 A. ° Rob Ellin, Blake Indursky confirmed 18 and misrepronantations. - What

19 it. ° David I believe he did as well. 19 misrepromontations did you on in

Wells, rely signing
20 Q. ° And what did Blake Indursky say 20 the subscription agreement that you claim
21 about raising money at $5 a share? 21 were not accurate?
22 A. ° Just that that's where the -- that's 22 A. - I mean, knowing now or knowing back
23 where they were raising money at and doing 23 then?
24 their deals at. 24 Q. - What did you M-ar -- what do you
25 Q. - What does that mean? ° Is that 25 believe was an inaccurate repromantarinn made

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1 Joseph Schnaier 1 Joseph Schnaier
2 to you by Rob or anyone from LiveXLive that 2 share, is that what you testified to?
3 you relied on in acquiring these shares 3 A. - Yes.
4 pursuant to the subscription agra=ar+a? 4 Q. - Did you ask for any documentation
5 MR. WORTZEL: ° Objection to 5 concerning that?
6 form. 6 A. - I did.
7 Q. ° You can answer. 7 Q. - And what -- did they give it to you?
8 A. ° There were many misrepresentations 8 A. - No.
9 and lies. 9 Q. - Who did you ask?
10 Q. ° Tell me which ones you relied on. 10 A. - Rob Ellin.
11 Which ones did you rely on in signing this 11 Q. - And what did you say to him and what
12 subscription agreement? 12 did he say to you?
13 MR. WORTZEL: ° Same objection. 13 A. - I asked him if he can, you know, for
14 A. Well, he manrinned there was -- he 14 dccümêñtation that these investors are really
15 was telling me that they closed many deals as 15 coming in and these deals are really
16 far as acquiring rights, streaming rights to 16 happening.
17 different music festivals, some very big ones 17 Q. - And what did he say to you?
18 that were very impressive to me. 18 A. - They were proprietary and he
19 He mentioned some different 19 couldn't show them to me.
20 ac isitions that they were looking to do, 20 Q. - And when was that conversation?
21 some investors that were coming in with some 21 A. - There were numerous times.
22 serious investments, stuff like that. 22 Q. - All right. °
Well, I take it, though,
23 Q. And if you had known the accuracies 23 they were all before June of 2016?
24 of these representations or inaccuracies, I 24 A. - I don't recall the exact dates.
25 take it, you wouldn't have signed the 25 Q. - Well, so they may have been after

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1 Joseph Schnaier 1 Joseph Schnaier
2 subscription agreements? 2 June of 2016?
3 A. If I know that -- if I knew that he 3 A. - They were before and -- there were
4 was lying to me? 4 some before and there were some after.
5 Q. Correct. 5 Q. - So you remember those conversations
6 A. Of course not. 6 pretty well before June of 2016, but not a
7 Q. And now, did anyone hinder your 7 single specific convarmrinn with David
8 ability to dorarmina the value of LiveXLive 8 Brooks that occurred last year, just to be
9 shares -- 9 clear; is that correct?
10 MR. WORTZEL: ° Objection to 10 MR. WORTZEL: ° Objection to
11 form. 11 form. Objection to form.
12 Q. -- before you signed the 12 Q. - You can answer.
13 subscription agreements? 13 A. - Is that a question?
14 MR. WORTZEL: ° Objection to 14 Q. - That is a question.
15 form. 15 MR. WORTZEL: ° Hold on.
16 A. ° Can you repeat that question? 16 Q. Did I say is that correct? ° That

17 Q. ° Did anyone at LiveXLive do anything 17 means it's a question and the answer is yes,
18 to hinder your ability to determine the value 18 it's correct or no, it's not correct.
19 of LiveXLive shares? 19 MR. WORTZEL: ° Objection to
20 MR. WORTZEL: ° Objection to 20 form. And objection on the ground
21 form. 21 that you're mischaracterizing the
22 A. I don't understand the question. 22 testimony.
23 Q. Well, when you said that they told 23 Q. - You can answer.
24 you that this was the money they were 24 A. - What's your avestion again?
25 raising, they were raising money at $5 a 25 Q. - Really? ° Okay.

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2 The question is, you seem to 2 A. Could you repeat the question,
3 remember very specific conversations you had 3 please?
4 with Rob Ellin in the first half of 2016, but 4 Q. - Knowing everything you know today,
5 you can't miutier a single specific piece of 5 how much do you think the shares you
6 a conversation you had with Mr. Brooks a year 6 purchased in LiveXLive pursuant to the
7 ago; is that correct? 7 subscription agreements were worth?
8 A. ° I had a lot of -- 8 MR. WURTZEL: ° Same objections.
9 MR. WURTZEL: ° Same objection. 9 A.Very difficult to answer a question
10 Hold on, stop. Same objection. 10 like that. - I'm not, you know, equipped to
stop,
11 Q. ° Don't tell me you had a lot of 11 answer -- I don't know. ° At that time they
12 conversations with Rob. ° You remember this 12 were worth what I paid for them, I guess,
13 specific conversation. I want to be clear 13 that's what he represented. - And that's what
14 about my question. 14 he was raising money from other people, so he
15 You testified it was a very specific 15 said. - And that's where he was doing
16 conversation you had with Rob in the first 16 acquisitions on companies at that price, like
17 half of 2016, and you remember from four 17 he did with my company, Wan++ars.
18 years ago. ° Yet, you do not renutier a 18 Q. - I understand that. - But I'm asking,
19 specific aspect of the conversation you had 19 you claim that some of the things he told you
20 with Mr. Brooks a year ago. ° I just want to 20 were not true. So I'm you
saying everything
21 make sure I understand correctly. Is that 21 know now, how much do you think the shares
22 correct? 22 were worth, really worth when you bought
23 A. ° That's not what I said. 23 them?
24 MR. WURTZEL: ° Hold on, same 24 MR. WORTZEL: ° Objection to
25 objection. 25 form.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Okay. ° What did you say? ° You don't 2 A. You would have to ask someone who
3 remember a conversation you had with Rob? 3 does vamnHnna for living. - I'm not to
going
4 A. - I said I do remember -- 4 answer that question.
5 MR. WURTZEL: ° Objection. ° Asked 5 Q. - So the answer is you don't know?
6 and answered. 6 A. - I just told you, you'll have to ask
7 Q. And now you do remember a specific 7 someone who does valuations.
8 question Mr. Brooks asked you or a specific 8 Q. - I understand -- so do you know --
9 answer you gave Mr. Brooks? 9 MR. WORTZEL: ° Do you know or do
10 A. I told you that he asked me 10 you not
know, that's the question?
11 questions in regards to the lawsuit I have 11 A. - I gave my answer.
12 with LiveXLive. - were questions in 12 Q. - No, you really didn't. - Okay. ° I'll
They
13 regards to the lawsuit. ° He read the 13 ask it differently.
14 complaint. ° I don't want to mischaracterize 14 Do you know how much the shares were
15 the questions he asked. I really don't 15 worth -- withdrawn.
16 recall them verbatim. 16 Knowing everything you know now, do
17 Q. ° Knowing everything you know today, 17 you know how much the shares were worth when
18 how much do you think the shares of LiveXLive 18 you purchased them? ° Do you know or do you
19 were worth when you signed the subscription 19 not know?
20 agreements? 20 MR. WORTZEL: ° Objection to
21 MR. WURTZEL: ° Objection. ° Asked 21 form.
22 and answered. - Lack of personal 22 Q. - You could answer.
23 knowledge. 23 A. - Well, you're asking
-- I purchased
24 Q. ° I don't think I got an answer, so 24 them at $5 a share.
25 why don't you answer it now? 25 Q. - And were they worth $5 a share,

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1 Joseph Schnaier 1 Joseph Schnaier
2 knowing everything you know now? 2 Q. In what way?
3 MR. WURTZEL: ° Objection to 3 A. You can read it. I mean, it's in
4 form. 4 there. But he wasn't being truthful by the
5 A. I don't know. - I don't think so. 5 way he wrote it. ° He made his shareholders

6 Q. And how much do you think they were 6 think it wasn't a big deal and, you know,
7 worth if they were not worth $5 a share? 7 this was a frivolous lawsuit.
8 MR. WORTZEL: ° Objection to 8 Q. - How do you know Mr. Ellin does not
9 form. 9 truly believe and LiveXLive does not really
10 A. I don't know. 10 believe this is a frivolous lawsuit?
11 Q. And you say in paragraph 59 of the 11 MR. WORTZEL: ° Objection to
12 complaint that Rob Ellin continues to defraud 12 form.
13 the public and SEC filings. What are you 13 Q. - You can answer.
14 referring to? 14 A. - I think you've got to be delusional
15 MR. WURTZEL: ° Objection. 15 to believe that this is a frivolous lawsuit.
16 Q. You can answer. 16 Q. - All right. ° What else?· Besides your
17 You want to look at paragraph 59? 17 belief that he misrepranantarl the merits of
18 It will take about ten minutes for you to 18 your lawsuit, what other ways did Ellin
19 find the complaint, Mr. Schnaier. 19 continue to defraud the public in LiveXLive
20 MR. WURTZEL: ° Steve, just ask 20 Media's SEC filings?
21 the questions. - If you want to refer 21 A. - Even aside from -- the filings only
22 him to a document, then refer him to 22 or press releases as well?
23 a document. 23 Q. - I'm reading you your allarrations,
24 Q. I'll read you from paragraph 59 of 24 sir. ° Paragraph 59 in the first amended
25 the complaint -- the amended complaint. 25 complaint. - You Upon information and
say,

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1 Joseph Schnaier 1 Joseph Schnaier
2 Further, upon infrmmation and belief, Ellin 2 belief, Ellin continues to defraud the public
3 continues to defraud the public and LiveXLive 3 in LiveXLive Media's SEC filings. °
So, yes,
4 Media's SEC filings and so LiveXLive Media's 4 I'm talking about SEC filings.
5 stock price continues to be artificially 5 A. - Where do you --

6 inflated. 6 Q. - It's a characterization of the

7 So what is your basis for 7 lawsuit. - Are there
saying any others?
8 that Ellin conHnnan to defraud the public in 8 A. - Where do you see that?- I'd like to
9 LiveXLive Media's SEC filings? 9 look at it.
10 A. ° Exactly what I said. 10 Q. - Paragraph 59 of your amended
11 Q. ° All right. - And what SEC filings do 11 which is tab I believe --
complaint, 6, no,
12 you believe LiveXLive made 12 tab Exhibit 6. I think. - it's tab
2, Yes, 2,
13 misrepresentations? 13 Exhibit 4.
14 A. I don't -- I believe they were many 14 A. - Tab 2, Exhibit 4?
15 misrepresentations. 15 Q. - It's two different ways to
16 Q. So tell me which -- then it 16 characterize the d= . Let's just stick
great,
17 should be pretty for you to give me 17 to tabs. - I don't want to cüñfüse Mr.
easy you,
18 specific examples of SEC filings in which you 18 Schnaier. - Tab 2.

19 believe LiveXLive made misrepresentations. 19 A. - Okay, tab 2. - I'm on tab 2.

20 A. ° Okay. ° Number
one, in the filings, 20 Q. - Paragraph 59. - I'll tell you it's
21 the way he characterized the Wantickets 21 page 15, and we'll see how long it takes you
22 lawsuit with LiveXLive was very to 22 to get there. ° It's 10:24.
misleaM_ng
23 the public. 23 MR. WORTZEL: - The witness is
24 Q. ° How so? 24 going to the page you asked him to.
25 A. ° He wasn't being truthful of that. 25 We don't need the coumuenia.

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR. ISSER: - Last time it took 2 So Mr. Schnaier is testifying
--

3 him a long time to find the page. 3 Q. - Mr. Schnaier, was this press release
4 MR. WORTZEL: ° Because it's a 4 you're about to discuss filed with the SEC?
5 400-page exhibit. 5 MR. ISSER: ° And there's no
6 MR. ISSER: - Page 24 of the 6 s aMng objections.
7 document itself, not the exhibits. 7 Q. Was it filed with the SEC?
8 It shouldn't take that long. 8 A. Maybe.
9 MR. WORTZEL: ° Page 15, I 9 Q. Now, are you familiar with the term
10 thought. 10 generally accepted accounting principles?
11 MR. ISSER: - Page 15 of the 11 A. - Yes, semi familiar.
12 en=nlaint itself. 12 Q. - And do you know if the way Rob broke
13 A. What paragraph? 13 out revenues and the way you just testified
14 Q. Paragraph 59. 14 was consistent or inconsistent with generally
15 A. Defraud the public -- SEC filings -- 15 accepted principles?
accomting
16 Q. Other than the characterization of 16 MR. WORTZEL: ° Objection to
17 the merits of your lawsuit, what other SEC 17 form.
18 filings do you think Rob Ellin defrauded the 18 A. - I'm not going to make that en=ment,
19 public? 19 because -- but I do believe there's been many
20 A. ° Okay. - In
my
-- in my opinion, I 20 misrepresentations and misleading the public.
21 believe that when you look at the financials 21 Q. - But you don't know if those were
22 he never breaks down what LiveXLive Media 22 problems that you believe -- the the
fraud,
23 actually does in revenue and in streaming, 23 way you believe he defrauded the public in
24 because I think it's minimal. - He uses 24 the SEC filings, you don't know whether that
nearly
25 actisitions like Slacker, like Wantickars to 25 is permissible under the SEC reporting

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1 Joseph Schnaier 1 Joseph Schnaier
2 show the revenue, and makes it look to the 2 requirements or not, do you?
3 public as though this is the LiveXLive Media, 3 MR. WORTZEL: ° Objection to
4 you know, he's getting this business from 4 form.
5 streaming, and then it's not coming from 5 A. - I don't think misleading the public
6 legacy companies that he acquired. 6 is ever permissible with the SEC.
7 It's very difficult to differentiate 7 Q. - Well, LiveXLive -- do you have any
8 the difference between the companies, and I 8 knowledge if LiveXLive Media owned several
9 believe he does that -- in I 9 do you have knowledge
my opinion, companies, any
10 believe he does that purposely. ° For 10 whether it's pe=isskle under SEC
concerning
11 the -- 11 rules to consolidate the earnings
instace, company reporting
12 Q. ° Are you familiar with -- 12 or how you break out the earnings and whether
13 MR. WORTZEL: ° Steve, let him 13 LiveXLive did it in an improper way or just
14 finish the answer. 14 the way that you referred to them?
15 Q. Okay. ° Go on. 15 A. - Maybe the SEC should look into it.
16 A. For instance, there was a, I believe 16 Q. - I'm not asking about what you think
17 press release that LiveXLive -- 17 the SEC should do. I'm if you know
asking
18 Q. I didn't ask you about press 18 whether the way they reported the revenuca
19 releases. - I'm off. 19 that you just said you thought was a fraud,
cutting
20 A. I'm giving you an example. 20 do you know if that, in fact, was permissible
21 Q. No, Mr. Schnaier, I asked you about 21 or imparminaible under SEC reporting
22 SEC filings, not press releases. 22 requirements?
23 A. I gave you my answer. 23 MR. WORTZEL: ° Objection to
24 MR. WORTZEL: ° Hold on, stop. A 24 form.
25 press release is filed with the SEC. 25 A. - In my opinion --

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2 MR. WORTZEL: ° Hold on, stop, 2 million in shares, right?
3 stop. - Let me object. 3 A. - Yes.
stop,
4 Objection to form. ° Now you can 4 Q. - After did you Mamac
that, any
5 answer. 5 deals between Wantickets and LiveXLive with
6 Q. ° You can answer. 6 Rob, any potential deals, future deals,
7 A. ° In my opinion, it's misleading the 7 possible transactions?
8 public. 8 MR. WORTZEL: ° Objection to
9 Q. I didn't ask you that. - I'm to 9 form.
going
10 cut you off. 10 A. - I'm not understanding the question.
11 Do you know whether it's 11 Only between us or betwééñ everything he was
12 permissible, the way they reported their 12 doing?
13 earnings, all the things you complained about 13 Q. - What do you mean everything he was
14 that you think are misleading, do you know if 14 doing?
15 they fulfilled the reporting requirements of 15 A. - Deals outside of wantickota or deals
16 the SEC or did they violate them, do you 16 just with Wantickets?
17 know? 17 Q. - Listen to my question, Mr. Schnaier,
18 A. ° We should let the SEC answer that 18 it's not complicated.
19 quoarinn. 19 After you signed the subscription
20 Q. ° I'm not asking you -- I'm asking 20 agreemeiii, did you and Rob Ellin ever Mscass
21 you, do you know? 21 any transaction, deal, merger, acquisition,
22 A. ° That's my answer. 22 or any other type of transaction between
23 Q. ° Do you know the SEC -- how well do 23 Wantickets and LiveXLive Media?
24 you understand generally accepted accounting 24 A. - Yes.
25 principles? 25 Q. - Okay. ° What? - When was that

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. We should let the SEC answer that 2 &amacaa and what was discussed?
3 question. 3 MR. WORTZEL: ° Objection to
4 Q. ° That's fine. - But I'm asking you how 4 form. Compound question.
5 well -- how familiar are you with generally 5 Q. - You can answer.
6 accepted principles? 6 We can break it out. - When did you
accounting
7 A. ° I mean, I could read the financial a- 7 first -- what was the other transaction --

8 I don't know, you know, what you're asking 8 strike that.

9 me. ° But I'm not a CPA, I'm not an 9 What were the potential transaction
10 accountant. ° But we should let the SEC make 10 or tr=sactions that you and Rob dim---1
11 that decision. 11 between Wantickets and LiveXLive Media?
12 Q. ° After the subscription agreement was 12 A. - First he was going to -- he made an
13 executed, did you and Rob discuss any other 13 introduction to Koko's to do their ticketing
14 transactions hormon Wantickets and 14 for their nightclub.
15 LiveXLive? 15 Q. - That was after the June investment?
16 A. ° Can you repeat that question?· You 16 A. - No, that was before.
17 broke up a little. 17 Q. - Okay. I'm asking after the
18 Q. ° After the subscription agreement was 18 subscription agreements.
19 executed, did you and Rob Mscass any other 19 A. - I don't recall dates and stuff, but,
20 transactions hormon Wantickets and 20 you I don't recall. - But I'll tell you
know,
21 LiveXLive? 21 all the deals we talked about.
22 A. ° Aside from the investment? 22 Q. - Please.
23 Q. ° After the subscription agreement -- 23 A. - So he was going to make an
24 I don't know what the investment is. - You 24 introduction to Koko's to do their ticketing.
25 signed a subscription eyreemerii for 1.25 25 He said he was going to get it for us beca se

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2 he already owned the company. 2 MR. WORTZEL: ° Objection. ° Asked

3 Q. ° Let's move on from Koko's. 3 and answered.

4 A. ° Sir, I'm answering your nnonrinn. 4 You can answer the question.
5 Q. I'm going to cut you off. I got the 5 A. I believe so.
6 Koko's thing. ° Let's move on. 6 Q. Did you ever discuss a possi-ble deal
7 A. ° You're being very disrespectful to 7 bétwéén Wantickets and LiveXLive with any of
8 me. 8 the Chehebars?
9 Q. ° That's -- I apologize. ° I'm
treating 9 A. - I believe so.
10 you with all due respect. 10 Q. - When was that first discussed?
11 My point is, I want to move this 11 A. - I don't recall the exact dates.
12 deposition along. - So I want to know the 12 Q. - Well, who was it with?
13 other deals besides the Koko's that were 13 A. - It could have been Isaac, Gabby,
14 discussed betwêêñ LiveXLive and Wantickers 14 maybe JoJo. - I don't recall if I spoke to him
15 that you and Rob discussed. 15 about it.
16 A. ° Outside of the acquisition for 16 Q. - And what did you say to them and
17 Wantickets? 17 what did they say to you?
18 Q. ° I didn't make that exception. - There 18 A. - It was probably around the time when
19 you go. ° You hit the sweet spot, Mr. 19 we were trying to do the -- get the Koko's
20 Schnaier. ° Yes. - Did you and Rob ever discuss 20 business.
21 an acquisition or merger between Wantickets 21 Q. - 2015?
22 and LiveXLive? 22 A. - Maybe a little later. - I don't

23 A. ° Yes. 23 remember the exact dates.

24 Q. ° Okay. ° I think we got into this a 24 Q. - And what did you say to them and
25 little bit before, but was the first time you 25 what did they say to you?

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1 Joseph Schnaier 1 Joseph Schnaier
2 had that diamac4= before or after the 2 A. I don't recall the exact
3 subscription agreements were signed? 3 conversation, but I told them there was a
4 A. ° To the best of my recollection, it 4 good opportunity.
5 was before. 5 Q. - And what did they say?
6 Q. Okay. - And what did you to him 6 A. - Okay, I mean, I guess.
say
7 and what did he say to you ennearning the 7 Q. - And after 2015, did you have any
8 first time you spoke or concerning that kind 8 &seassions with any of the Chehebars or
9 of acquisition? 9 investors in Wantickets concerning your
10 A. ° To the best of my recollection, 10 &seassions with Rob regarding a possible
11 me how, you know, all these -- what 11 deal horwoon Wantickets and LiveXLive to
telling
12 he was looking to do with the future of 12 -- for LiveXLive to acquire a merger with
buy
13 LiveXLive, as far as streaming music events, 13 Wantickets?
14 and how we thought it would be a great 14 A. - I didn't say it was 2015. I don't
15 combination to put that tügether with an 15 recall the exact dates when we had these
16 online ticketing company. 16 conversations.
17 Q. ° And was your -- was WantMCS 17 Q. - Well, let me ask you, around April
18 Holdngs' acquisition of LiveXLive stock 18 of when the Eventbrite letter of intent
2016,
19 cemected in an 19 was signed, did you -- were the Chehebars
any way ennearning
20 acquisition of Wantickets by LiveXLive? 20 aware of your conversations with Rob at that
21 A. I don't believe so. 21 time?
22 Q. And did you have the authority to 22 A. - I don't recall. ° Because I think our
23 discuss an acquisition of Wantickets by 23 conversations were prior to that.
24 LiveXLive at the time you were having these 24 Q. - Had you told the chehebarS Of yOur
25 M am acions? 25 considerations with Rob prior to that?

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2 A. Yes. 2 LiveXLive?
3 Q. So that was April of 2016. ° How 3 A. - After the subscription agreement?
long
4 before that had you told the Chehebars of 4 Q. - Correct.
5 your discussions with Rob? 5 A. - I would say a few.
6 A. I don't recall. I don't recall. 6 Q. - Does that mean three, four, five,
7 Q. Did you ever tell the Chehebars that 7 what does a few mean?
8 you had signed a letter of intent on behalf 8 A. - You're saying herwoon June and July
9 of Wantickets with LiveXLive? 9 of the 10I? · Is that what you're talking
10 A. I believe I did. 10 about or between the subscription agreement
11 Q. And when did you tell them that? 11 and --
12 A. I don't recall the dates. 12 Q. - Yes. ° Let's say between June and
13 Q. which letter of intent did you 13 -- June 2016 and July 2016 and signing
Well, July
14 tell them about? 14 the letter of intent.
15 A. I would have told them about 15 A. - I'm not sure how many times. I
16 everything I did. 16 don't recall how many times I went to L.A.
17 Q. ° Now, concerning the merger with or 17 We certainly spoke almost every day. I don't
18 an acquisition -- either a merger or an 18 recall how many times; a couple of times,
19 acquisition -- did you and Rob when you first 19 maybe once or twice.
20 began diseassing a deal between LiveXLive and 20 Q. - And after taking
-- in terms of
21 was it always an acquisition or 21 the asset -- an acquisition, did
Wantickets, discussing
22 was a merger ever discussed? 22 Rob -- was it always going to be for stock?
23 A. ° To the best of my recollection, I 23 Was there ever -- witha_ram_.
24 think it was an acquisition. 24 Tell me the discussions, all of the
25 Q. All right. - And when was the 25 &seassions in sum and substance between you

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1 Joseph Schnaier 1 Joseph Schnaier
2 first -- do you remember the first time you 2 and Rob, which led to the agreement that
3 and Rob Mamacad an acquisition of 3 LiveXLive would acquire Wantickets?
4 Wantickets by LiveXLive? 4 MR. WORTZEL: ° Objection to
5 A. Well, he started talking to me. - He 5 form.
6 was interested right away when he saw that we 6 A. - I'm not clear on that quantinn.

7 were, you know, when we got involved in the 7 Q. - Let's look at the letter of intent.
8 company. ° I don't remember the exact 8 MR. ISSER: ° Do you mmmiuer if
dates,
9 but he started talking about it, you know, 9 we marked the letter of intent?
10 not long after I ran into him in L.A. for, 10 MR. WORTZEL: ° It looks like tab
11 you know, the first time. 11 24.
12 Q. ° How many times did you and Rob meet 12 Q. - Pull up tab 24, please.
13 and discuss an acquisition of Wantickets by 13 MR. ISSER: ° Let's mark this.
14 LiveXLive before the letter of intent was 14 (WharêüpOñ, at this time, the
15 signed? 15 reporter marked the above-mentioned
16 A. ° He came to New York, you know, a few 16 binding letter of intent as
17 times. ° He would call me when he came to 17 Defendants' Exhibit 23 for
18 New York. ° So we met in New York. - Whenever I 18 identification.)
19 went to L.A. I would see him most of the 19 BY MR. ISSER:
20 time. ° And I was in L.A. often i- 20 Q. - Do you recognize this document?
pretty
21 we had an office in Los Angeles. 21 It's the signed letter of intent to purchase
22 Q. So how many meetings did you have 22 Wantickets RDM, LLC, dated July 19, 2016.
23 with Rob to discuss, after the subscription 23 Do you recognize this document, Mr.
24 agreements were signed, in which you 24 hnnior?
25 discussed an acquisition of Wantickets by 25 A. - Tab 24?

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2 Q. Yes. 2 Who else did I speak with?· David Wells. ° And

3 A. Okay, I see it. 3 we, you know, I asked a lot of questions.

4 Q. Do you recognize it? 4 You know, they were raising what they
5 A. Yes. 5 claimed --
they were raising money at that
6 Q. Is that your signature on the bottom 6 price from investors and they were doing
7 of the last page? 7 acquisitions at $5 a share, around there.
8 A. ° Yes, it is. 8 Q. - All right. °
Well, what
9 Q. All right. - you see here it 9 acquisition -- withdrawn.
Now,
10 says, Purchaser would acquire 100 percent 10 Tell me, what did Blake say to you
11 interest in Wantickets, and it goes on to say 11 and what did you say to Blake about the $5 a
12 for a total of $20 million in consideration. 12 share?
13 How did you come to -- tell me all 13 A. - I just asked him if he was raising
14 the conversations that led to that term, that 14 money from other investors at the same price.
15 Wantickets would be sold for 20 million in 15 Q. - And what did he say?
16 mnniaaration? 16 A. - He believed so but I should also,
17 A. ° Rob and I negotiated the price, and 17 you know, speak to Rob. ° He always said speak
18 agreed. 18 to Rob.
19 Q. I'm sorry? 19 Q. - And what about David Wells? What
20 A. Rob and I negotiated and agreed to 20 did he say about raising money at $5 a share?
21 that price. 21 A. - Well, David Wells did all the
22 Q. ° And what was -- what was Rob's first 22 paperwork for the investors, the subscription
23 offer? 23 agroamanen, and he knew what I was paying and
24 A. I don't recall. 24 we talked about it han=''ca there were some
25 Q. All right. - What was your first 25 warrants involved. So there was a, you

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1 Joseph Schnaier 1 Joseph Schnaier
2 offer? 2 know -- so I needed to sign paperwork on
3 A. I think it was -- good I 3 that. - So he did the average price between
quantinn;
4 don't recall the back and forth. ° But this is 4 the shares and the warrants that were given.
5 the number that we agreed to at the end. 5 So that was most of the conversation.
6 Q. And it says here, The consideration 6 Q. - We're talking about the asset
7 would be payable through the issue by Loton 7 purchase agreement now not the subscription
8 of four million shares of Loton common stock 8 agreeEEe1ii, correct?
9 valued at $20 million, based on price of $5 9 A. - Yes.
10 per share, correct? 10 Q. - I'm asking you what you did for the
11 A. ° That's correct. 11 asset purchase agreement --

12 Q. ° And how did you determine that the 12 A. - Oh.

13 shares would be based on a value of $5 a 13 Q. - -- to determine whether LiveXLive
14 share? 14 shares were worth $5 a share.
15 A. ° Through the conversations I had with 15 A. - Yes. ° So speaking to -- a lot of
16 Rob. 16 nontinns to Rob and Blake, and as a matter
17 Q. ° All right. - And did you take any 17 of fact, I recall a conversation with Jerry
18 steps to determine the value of LiveXLive 18 Gold. - And he mentioned -- he told me
19 shares between the sianing of the 19 specifically, that even, you know, the IPO
20 subscription agreeEEeiii and the signing of 20 was even going to take off at around $5 a
21 this letter of intent? 21 share pre -- you before the
know,
22 A. ° Yes, I did. 22 three-for-for one reverse stock split.
23 Q. What did you do? 23 And I even mentioned to him, I said,
24 A. I had very extensive convara=÷n= 24 You know, that's a pretty good valuation, how
25 with Rob Ellin, Blake Indursky, Doug Schaer. 25 are you getting such a good valuation? And

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2 he said that the bank was giving them the 2 could think of and there were people that
3 same comps as Netflix and companies like 3 invested after me that I believe paid less
4 that. 4 also than $5 a share. ° I
And, therefore,
5 Q. Is what you did -- I'm sorry, go 5 believe, that he defrauded me. - I don't know
6 ahead. 6 why he did it, I don't know the reasoning.
7 A. I said, That's very impressive, you 7 But that's what it is.
8 know, because he said that there was no other 8 Q. - All right. °
Now, I just want to be
9 businesses in you in that 9 clear. - So he told you that he had done
that, know, sector,
10 and that he was getting the same valuations 10 acquisitions before July 19th of 2016 based
11 as Netflix. ° So to me that 11 on $5 a share;
was, you know, is that what he told you?
12 reputable from Jerry Gold and I said, Okay. 12 A. - I don't know the exact dates of
13 Q. And he told you this before July 19, 13 acquisitions or what he was doing, but he did
14 2016? 14 tell me with certainty that other investors
15 A. I don't think it was before July 15 were paying $5 a share just like me at the
16 19th. ° I don't recall the exact dates. I 16 time that I paid $5 a share.
17 just remember the conversation. 17 Q. - Now, are you aware that as a
18 Q. ° All right. - So I'm
asking you, it 18 publically-traded company LiveXLive would
19 says in the letter of intent dated July 19 have to disclose acquisitions in SEC filings?
20 19th -- withdrawn. 20 A. - Yes.
21 When you signed the letter of intent 21 MR. WORTZEL: ° Objection to
22 and you agreed to a $20 million consideration 22 form.
23 based on the price of $5 per share, in 23 Q. - You can answer.
24 talking to these people to determine the 24 So did you ever go look at
25 value of LiveXLive shares, did any of them 25 LiveXLive's SEC filings to determine whether

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1 Joseph Schnaier 1 Joseph Schnaier
2 make any misrepreaantations to you? 2 they had made acquisitions on $5 a share
3 A. I mean, did I know then that they 3 valuations?
4 made reproaantations? 4 A. - I believe I did. ° But there are some
5 Q. ° Knowing what you know now, do you 5 times just like in my deal with LiveXLive,
6 believe any of them made any 6 from the day we signed the 10I to the actual
7 misrepresentations? 7 it took about ten months. ° So
closing date,
8 A. ° Yes. 8 to me, when I didn't see it filed, you know,
9 Q. Who and what was the 9 doesn't mean that the deal wasn't being done
10 misrepresentation? 10 or he even had an acquisition getting ready
11 MR. WORTZEL: ° Objection to 11 to go at that price, to me it didn't raise a
12 form. 12 flag because it could have been taking time
13 A. ° Rob Ellin -- 13 to close the acquisition.
14 Q. ° You can answer. 14 Q. - I mean, though, harwaan July 19th of
15 A. ° Rob Ellin specifically told me he 15 2016 going -- and you signed the APA on May
16 was raising money at $5 a share from other 16 5, 2017, correct?
17 investors. ° And as well that's where he 17 A. - Can you repeat that?
as,
18 was -- around where he was doing his 18 Q. - You signed the asset purchase
19 acquisitions with the stock. 19 agreement on May 5, 2017, correct?
20 Knowing now, I am told and through 20 A. - Correct.
21 discovery, that we -- that I paid a lot more 21 Q. - I'm asking you, did you go to the
22 than everyone else and there are other 22 SEC and see if there were any filings of
23 investors that got the shares much cheaper 23 acquisitions that occurred prior to July 19,
24 than I did, haranna he just, I guess, he felt 24 2016 or between July 19, 2016 and May 2017 in
25 like it. ° There was no rhyme or reason that I 25 which LiveXLive had acquired companies for a

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2 valuation of $5 a share? 2 agreement.
3 A. As I told you -- I gave you my 3 A. - Yes. I would -- I would follow the
4 answer. 4 stock all the time.
5 Q. I'm asking, you didn't see any? I 5 MR. ISSER: ° Let's take ten
6 just want to be sure I understand your 6 minuran. We'll come back at 11:05.
7 testimony. ° Your is you did not see 7 a brief recess was
testimony (Whereupon,
8 any acquisitions at $5 a share, but you 8 taken.)
9 assume they were still in the process of 9 BY MR. ISSER:
10 closing? 10 Q. - Mr. Schnaier, before you said you
11 A. ° I'm assuming that they were. - He 11 had asked, I think Rob, but someone for
12 told me they were or he was doing -- 12 documents investments at $5 and
closing concerning
13 or raising money from investors at that 13 they told you they were proprietary.
14 price. 14 At any point before signing the
15 Q. I understand. - I'm about the 15 asset purchase were there
asking agreement, any
16 acquisitions. 16 other documents you had asked for from anyone
17 A. ° And also -- what acquisitions are 17 at LiveXLive which they would not give you or
18 you asking about? 18 show you?
19 Q. Ones that you're
saying Rob told you 19 A. - I don't know exact dates, but there
20 he was doing at $5 a share. ° So when you went 20 were, you know, every time he would tell me,
21 to the SEC filings you didn't see any -- 21 you we're -- we landed a
know, signing
22 withdrawn. 22 festival, like you know, Coachella or
23 Did Rob issue a press release -- did 23 or whatever the festival I
Glastonbury was,
24 LiveXLive, rather, issue a press release 24 would ask him to show me the deal. I would
25 after the letter of intent was signed 25 like to see how they structured it, you know,

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1 Joseph Schnaier 1 Joseph Schnaier
2 annnuncing the Wantickets deal? 2 when it was closing, how it would affect
3 A. ° To the best of my recollection, I 3 Wantickets. - Because
obviously those things
4 believe so. ° I don't recall exactly. 4 are interesting because we would be doing --

5 Q. - All right. - Did it discuss how much 5 he promised we would be getting the ticketing
6 LiveXLive was paying for Wantickets shares? 6 for it.
7 A. I don't recall, it's possible. 7 So, you know, when I would ask him
8 Q. Did you look at prior press ralanaan 8 for stuff like that, the actual agreement, he
9 issued see if --
by Wantickets to there was any 9 would, you know, there were he said they
10 indication in the press releases of the value 10 were proprietary and he couldn't show them to
11 of Wantickets shares being used for 11 me.
12 acquisitions? 12 There was an instance where he did
13 A. I'm not understmMng your quearinn 13 send me, I think it was a copy of, like, if
14 Q. Did you at research 14 I'm -- if
any point press not my memory serves me correctly,
15 relecGes âññóúñcing acquisitions by LiveXLive 15 a term sheet for an investment that the Bass
16 to see if they had used the value of $5 a 16 family he claimed did or was doing. And I
17 share in other acquisitions? 17 think he sent that -- I saw that. ° It wasn't
18 A. ° I believe I did, but I don't think 18 signed or anything, but it was the terms --

19 in the press releases they Msess price per 19 maybe it was a term sheet of one of the
20 but I could be wrong. I don't recall. 20 invearmants were doing. - I don't recall
share, they
21 Q. ° Do you recall looking at LiveXLive's 21 really.
22 past press releases concerning acquisitions? 22 But he was pretty much, you know, he
23 A. ° Are you saying after the LOI or 23 didn't want to show me the agreements or any
24 before the LOI? 24 kind of term sheet. ° He would tell you
me,
25 Q. ° Before signing the asset purchase 25 know, either after we close, you know, he'll

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2 show it or they were proprietary or, you 2 2016 horwoon you and Rob in the Four Sea50ñ5
3 know, stuff like that. 3 in Beverly Hills?
4 Q. ° I just want to be clear, sir. - It's 4 A. - To the best of my recollection, yes .
5 you're -- you're claiming that you did ask to 5 Q. - All right. And who was at that
6 see the agreements for certain deals for 6 meeting?
7 festivals that Rob told you LiveXLive had 7 A. - It was -- obviously Rob, myself,
8 and they refused to provide them for 8 Blake Indursky. ° There were a few other
closed,
9 you; is that your testimony? 9 people there. ° I don't remember exactly.
10 A. ° Yes. 10 Q. - Who else do you think was there?
11 MR. WORTZEL: ° Objection to 11 A. - Maybe Schiller (phonetic), maybe
12 form. 12 ° There a few other
Doug Schaer. were people
13 Q. And the first I thought you had 13 there from his team. - I know Blake
day Indursky
14 said you just trusted Rob because he was the 14 was there because he was the one making
15 CEO of a publically-traded company? 15 châñges with his laptop for the -- any
16 MR. WORTZEL: ° Objection to form 16 changes that was necessary for the letter of
17 and mischaracterization. 17 intent.
18 MR. ISSER: - You know what, 18 Q. - All right. And what was dia"''acaa
19 withdrawn. - The will speak 19 at this meeting?
testimony
20 for itself. 20 A. - We were discussing the letter of
21 Q. ° Did you discuss this deposition with 21 intent.
22 your lawyer in between the first day of your 22 Q. - Well, did you discuss LiveXLive's
23 testimony and today? 23 business, did you go into LiveXLive's
24 A. ° I believe so, yes. 24 business at that time?
25 Q. Okay. ° How A. - Probably. ° But
many times? 25 this meeting was more

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Two or three times. 2 we were talking about that they were going
3 Q. And how long were -- were those 3 through the letter of intent. - He was
by trying
4 telephone? 4 to, you know, get it done.
5 A. ° Yes . 5 Q. - So you didn't discuss acquisitions
6 Q. ° And how long were those 6 or festivals that LiveXLive was in the
7 conversations? 7 midst -- was in the process of to
trying
8 A. ° Different --
they were different 8 close on?
9 each time. ° I don't recall exactly. 9 A. - Yes, were discussed also. °
they They
10 Q. ° Well, for each one, two or three 10 were hi1ninann stuff about LiveXLive that we
11 times, was it longer than half an hour for 11 disclosed.
12 each? 12 Q. - Yes or no? ° At first I thought you
13 A. ° Probably roughly about an hour. 13 said it was primarily diac11anad the letter of
14 Q. ° For each of the two or three 14 intent?
15 conversations? 15 A. - I said primarily, yes, there were
16 A. ° Probably, to the best of my 16 discussions.
17 recollection. 17 Q. - So what did Rob say to you -- what
18 Q. ° And you dia"''acad answers you had 18 was said during that meeting concerning any
19 given in the first day's deposition? 19 music festivals that LiveXLive had gotten or
20 MR. WORTZEL: ° Objection. - I'm 20 was in the process of getting rights for?
21 instructing the witness not to 21 A. - Which one specifically are you
22 disclose comrm1ni entions that he had 22 talking about?
23 with counsel. 23 Q. - You tell me. ° I wasn't there.
24 Q. ° All right, that's fine. 24 A. - Well, we were talking
-- we
25 Now, was there a meeting in July of 25 d a ''acaa extensively about the business,

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2- - LiveXLive's -- 2 we were mostly diacunning finishing up the
3- - - ° Q. ° Extensively?· I thought you said 3 letter of intent.
4- - -- 4 Q. - I understand - So
primarily that. my question
5 A. And then we diacuaaad -- 5 as you sit here do you remember
is, now, any
6 MR. WORTZEL: ° Objection to 6 of the specific events that were Man"acaa

7 form. 7 specific festivals or music events or music

8 A. And we discussed -- we were 8 festivals that were discussed in the
trying July
9 to finish up the 101s, which was more with 9 2016 mooring that we're talking about in the
10 Blake Indursky than with Rob. ° Rob was more 10 Four Seasons in Beverly Hills?
11 talking business stuff, stuff he was doing 11 A. - I don't want to give you the wrong
12 and the future of LiveXLive. ° Blake was 12 events. - If you want, I could look back and
13 with the 10I. ° He had his 13 go look, but I don't want to give you the
finalizing laptop
14 with --
him, brought it up on we were on the 14 wrong events, but there were many events.
15 of the Four Seasons. ° And he was 15 Q. - All right. ° So let's look at
rooftop
16 making any châñges that needed to be made on 16 paragraph 61 of the amandad complaint.
17 the spot. 17 A. - Okay.
18 Q. ° All right. - So at this mooring, what 18 Q. - Exhibit 2.
19 did Rob Ellin or Blake Indursky say about 19 A. - Yes, I see it.
20 exclusive rights to live stream music and 20 Q. - Paragraph 61, page 15.
21 video enneant at events that they had either 21 A. - Okay.
22 acquired those rights for or were in the 22 (Witness peruses document.)
23 process of getting those rights for? 23 Q. Now, while you look, you were very
24 A. ° I mean, just that he was acquiring 24 careful, you didn't want to give me the wrong
25 streaming rights to certain music events. 25 informarinn in response to my question. Were

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Which ones?· I want specifics. - What 2 you equally as careful about not the
giving
3 did he -- what events did he specifically 3 wrong information when you filed your amanand

4 discuss with you that LiveXLive had either 4 complaint?

5 acquired the rights for or was in the process 5 MR. WORTZEL: ° Objection to
6 of acquiring the rights for? 6 form.
7 A. ° At that specific meeting? 7 Q. - You can answer.
8 Q. Yes. 8 A. - Well, I'm sure everything on the
9 A. I don't recall all the events, but 9 complaint I verified, I went back and
10 there were mostly the big events that we 10 verified it. So I made sure that it wasn't
11 mentioned. 11 the wrong information.
12 Q. ° Tell me -- well, I don't know which 12 Q. - All right. ° What did you go back and
13 were mentioned at this meeting. ° So tell me 13 verify?
14 which of the big events that we mentioned 14 A. - Where am I looking now?
15 were diacuaaad at this meeting and what Rob 15 Q. - Paragraph 61. - I know it's going to
16 or Blake said about them? 16 take a while, it's Exhibit 2.
17 A. I don't want to give you the 17 How did you verify --
wrong
18 information. ° There were multiple events that 18 A. Please be respectful.
19 he Ma "acaa ° And this was numerous amounts 19 Q. How did you verify what festivals
20 of times. At this specific -- 20 you and Rob di at the Four Seasons
meeting
21 Q. ° Yes. 21 when you filed the amended complaint?
22 A. ° -- we did talk about the future of 22 A. - I probably looked back to see, you
23 LiveX and what he was looking to do and 23 know, to make sure, you know, as far as dates
24 different events he was going to get the 24 and stuff and I portrayed that to my
25 for. ° But like I 25 attorney.
streaming primarily, said,

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2 Q. What would you look back at to 2 It's yes or no.
3 verify the specific festivals that were 3 A. - Listen, I dealt mostly with Rob and
4 discussed at that meeting? 4 Blake. - We were there to knock out
primarily
5 A. - What would I look back at? 5 the letter of intent. ° I do recall there were
6 Q. ° You said you looked back to verify, 6 other people there from the company.
7 so I'm asking you, how did you look back to 7 Q. - Okay.
8 verify? 8 A. - I can't remember who it was. ° But
9 A. ° To the best of my recollection
-- I 9 why it's in the complaint you're asking me?
10 don't recall exactly, but to the best of my 10 Q. - No, I didn't ask you that. ° I just
11 recollection, I looked back, it could be 11 asked you who was there.
12 e-mails, maybe some stuff that I saw, you 12 Now, paragraph 61 it says, At this
13 know, that I saw dates and I rotatired, you 13 maaHng Ellin and Indursky told Mr. Schnaier
14 know -- I had some conversations that we had. 14 that LiveXLive Media had secured the
15 Q. ° Let's look at paragraph 61. ° Did you 15 exclusive rights to live stream music and
16 take any notes at that meeting? 16 video content at Rock In Rio.
17 A. I don't recall. 17 how did you refresh -- what
Now,
18 Q. Okay. ° Look at paragraph 61. - It 18 steps did you take when you filed the
19 says at that meeting Ellin and Indursky told 19 complaint, the amended complaint that you
20 Mr. Schnaier -- Ellin
by the way, before we get to 20 verified, that Mr. and Mr. Indursky
21 that, you mention in paragraph 60 that Rob 21 told you that?
22 and Mr. Indursky were at the meeting and no 22 A. - Well, I recalled the meeting that we
23 one else, and you testified just now there 23 had over there, and we had a meeting prior to
24 were a bunch of other people at the meeting? 24 that as well.
25 A. I said I believe. 25 Q. - I'm talking about this meeting. ° Let

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Let me finish my question. 2 me back up, Mr. Schnaier.
3 Did you just not list the other 3 You couldn't remember any of the
4 people that you testified about in the 4 festivals that were di am1aaad. - I asked you
today
5 comnlaint or does this refresh your 5 about them. - I asked how do you minthr
you,
6 recollection that Mr. Indursky, Rob and you 6 them in the complaint and you told me for the
7 were the only ones at the meeting? 7 complaint you verified these things.
8 MR. WURTZEL: ° Objection to 8 So I'm asking you, what steps you
9 form. 9 took -- you couldn't remember that you
10 Q. ° You can answer. 10 dis ±±éd Rock In Rio at this meeting without
11 A. ° Possible, maybe there wasn't -- I 11 looking at the complaint.
12 don't know. ° I don't recall exactly what 12 Now I'm asking you, what steps did
13 the -- but I do recall maybe my memory is 13 you take to before the
verify filing
14 refreshed, but I do recall that there were 14 complaint that you di amlanad Rock In Rio at
15 other people. I just don't remember who. 15 this meeting?
16 Q. ° So you just didn't mention them in 16 A. - I didn't say that I --
17 the correct? ° Is it correct? 17 MR. WORTZEL: ° Objection to
complaint,
18 A. ° What? 18 form.
19 Q. ° Your best recollection is there were 19 A. - I didn't say that I couldn't
20 other people besides Mr. or Robert 20 thr. - I didn't want to give you the
Indursky
21 and you, in paragraph 60 the other attendees 21 wrong festivals because I didn't remember the
22 of these meetings, is that your best 22 dates that were dh -

23 recollection? 23 Q. - Fair enough.

24 A. ° It looks like it. 24 A. - I didn't want to give you the wrong
25 Q. What do you mean it looks like it? 25 festivals. - I didn't want to just spit out

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2 festivals just for the sake of answering. I 2 MR. WORTZEL: ° Hold on, let him
3 want to give you the correct information. 3 finish.
4 Q. ° Thank you. 4 MR. ISSER: ° No, Josh, I'm going
5 So how did you verify that Rock In 5 to get this done today. - I'm
talking
6 Rio was one of the correct festivals? 6 about Rock In Rio. ° Read it back if
7 A. ° This was done three years ago, the 7 you want.
8 complaint. I'm sure I had a much better 8 MR. WORTZEL: - What was the
9 recollection of what happened three years ago 9 question?
10 than I would now, as far as dates go and what 10 MR. ISSER: ° The question was,
11 was said and who was there. 11 is it true that he didn't -- you
12 Q. ° Better than of your recollection of 12 could read it back if you want, but
13 your conversation with Mr. Brooks? 13 it was probably, is it true -- was it
14 MR. WORTZEL: ° Objection to 14 incorrect that Mr. Ellin had not
15 form. 15 secured the exclusive rights to live
16 Q. Withdrawn. 16 stream Rock In Rio, that was the
17 All right. - you believe that 17 question. ° So you said none of this
Now,
18 that was a misrepresentation and LiveXLive 18 was true.
19 had not secured the exclusive rights to live 19 THE WITNESS: - Why are you
20 stream music and video content for Rock In 20 yelling?
21 Rio? 21 MR. WORTZEL: ° Hold on, stop,
22 A. ° I believe that -- I think they did 22 stop. I'm asking Michelle to read
23 end up getting the rights to Rock 23 back the question. ° If the question
streaming
24 In Rio. 24 was open ended, then you're not
25 Q. ° But you say later on, none of this 25 interrupting him, you're letting him

Page 389 Page 391

1 Joseph Schnaier 1 Joseph Schnaier
2 was true. ° Do you see that, in you list 2 finish his response.
bold,
3 a bunch of stuff, you say none of this was 3 MR. ISSER: ° Those aren't the
4 true. ° So it was true that had secured 4 all right. ° What
they rules, Josh, but,
5 the exclusive rights to Rock In Rio? 5 was the question, Michelle?
6 A. ° Well, it was misleading. ° Rob also 6 (Whereupon, at this time, the requested
7 stated and said to me specifically that he 7 portion was read by the reporter.)
8 was going to have a lot of these performers 8 MR. ISSER: ° It's not open
9 and artists streaming rights to these 9 ended, Josh.
10 specific artists. - Some of them -- he didn't 10 BY MR. ISSER:
11 have those rights. ° He ended 11 Q. - Is it true when he told you in
streaming up July
12 rights to just Rock In Rio 12 of 2016 that he had secured -- that LiveXLive
having streaming
13 and they hanpened to have performed one time 13 had secured the exclusive rights for Rock In
14 on Rock In Rio, and that was misleading to 14 Rio, was that a true statement or not?
15 me, as far as streaming. 15 MR. WURTZEL: ° Objection to
16 Q. All right. 16 form.
17 A. It's different if you have streaming 17 A. - I don't know what dates he had
18 for you -- you have 18 got the rights to Rock In Rio. ° So I
rights, say, streaming actually
19 rights for Katie Perry, and it's different if 19 couldn't answer that.
20 you have streaming rights for Rock In Rio 20 Q. - Let's pull up exhibit
--
well, you
21 where Katie Perry has pedomed a song or two 21 said none of this was true in the comnlaint.
22 or a session. It's very miCa=Mm the way 22 So how did you know that that was not true
23 he did it. 23 when you filed the amondad complaint?
24 Q. ° No, I'm going to cut you off, Mr. 24 MR. WORTZEL: ° Objection to
25 Schnaier. I'm talking about Rock In Rio. 25 form.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. You can answer. 2 heart's ennron I want to ask you the
3 A. Well, I said you're only mentioning 3 questions I want to ask, not the ones you
4 Rock In Rio -- 4 prefer to answer. So pull up tab 22.
5 Q. I am -- 5 A. - But your position is --
6 A. There's about five other or six 6 Q. - Look at tab 22.
7 other -- 7 MR. WORTZEL: ° Joe, Joe, I'm not
8 Q. ° Mr. Schnaier, I'm going to cut you 8 sitting here for five hours if we're
9 off. ° We're about Rock In Rio. 9 to cover things that we covered
talking going
10 A. Stop yelling at me, Steve. 10 last time and was nonsense. So go to
11 Q. No, I'm not yelling, Mr. Schnaier. 11 tab 22 and let's get this done. It
12 So I think -- 12 was discussed last time that there
13 A. ° You are yelling and I'm feeling very 13 was four to five hours left to go.
14 intimidated, Steve. 14 We spent a lot of today
15 Q. - I know, you played this game at the 15 discussing things --
going over
16 first one. ° The judge could read this and 16 things that were testified to last
17 think I'm yelling. - You could Put down 17 and I'm not five hours
say, time, spenMng
18 your knife, I could say Mr. Schnaier stop 18 today, if that's how the rest of the
19 your wife. - We could those games 19 deposition is to go. - So go to
chnHng play going
20 and make our silly records, but we're only 20 tab 22 and let's get this done.
21 talking about Rock In Rio now. 21 THE WITNESS: ° Okay.
22 I understand, because you said none 22 MR. ISSER: ° And I disagree with
23 of this was true, your - I asked
why you may not want to 23 characterization.
24 talk about Rock In but at the time -- 24 I did not cover
Rio, follow-up questions,
25 you're now saying you're not sure of the 25 the same ground.

Page 393 Page 395

1 Joseph Schnaier 1 Joseph Schnaier
2 dates. So what was -- you said you verified 2 MR. WORTZEL: - That's not true.
3 these things. ° So I'm when Rob 3 But go -- you told me how much
asking you,
4 Ellin told you in 2016 that LiveXLive had 4 additional time you thought you
5 secured the rights for Rock In Rio, do you 5 needed. We agreed to give you that
6 know if that was true or not? 6 time.
7 A. ° I don't recall the dates, but I'm 7 MR. ISSER: ° Then let's stop
8 at the actual and I see that 8 talking. ° Just pull 22. ° Do
looking exhibit, up tab
9 there's about six or seven other entities 9 you have it? I mean, this is going
10 that are in there. - And I could tell you -- 10 to take 25 minutes. ° Do you have tab

11 Q. ° All right. - I'm not asking you about 11 22?

12 that. ° Pull 12 THE WITNESS: ° Yes. - Please
up tab 22. be
13 A. And I could tell you that a lot of 13 respectful.
14 them wasn't true. - Like Tomorrow 14 MR. ISSER: ° Mr.
Coachella, Schnaier, just,
15 Land, Glâ5tüIfüúry, Lala Palooza, Bonnaroo. 15 you know what, just answer the
16 Q. - All right. - Let's go -- Mr. 16 questions.
17 there's no question. ° The question 17 at this the
Schnaier, (Whereupon, time,
18 is about Rock In Rio. 18 above-mentioned e-mail chain was
19 A. ° Sir, it's all in one paragraph. 19 marked as Defon±ntn' Exhibit 24 for
20 Q. ° But I'm allowed to ask you about 20 identification.)
21 what I want. - I'm you about Rock In 21 BY MR. ISSER:
asking
22 Rio now. 22 Q. - Do you recognize this e-mail? ° It's

23 A. ° Oh. 23 an e-mail from you to Diego Carlin dated

24 Q. ° So pull up tab 22. ° Your attorney 24 October 5, 2015.
25 can go through all of this with you to your 25 Do you see that?

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Yes . 2 use the words they were in the process of
3 Q. All right. - if you scroll down 3 rights?
Now, getting
4 there's an e-mail from John Petrocelli. - Do 4 A. - No. - With he told me
Glastonbury
5 you know who John Petrocelli is? 5 that he landed them. ° He wrote
specifically
6 A. ° Yes. 6 it and he told me he landed them. ° And --

7 Q. ° It says, Hi, Joe, here is a summary. 7 Q. - He told you he landed them at that
8 The world's first and authentic premium live 8 mooring?· I'm about at the
talking meeting,
9 music streaming platform launched with a 9 nothing else. What did he say at the
10 long-term partnership with one of the 10 meeting?
11 prestigious music festivals, Rock In Rio. 11 A. - Right now I don't recall the exact
12 LiveXLive delivered a digital bróâdcâst of 12 date, but it could have been at the meeting.
13 all seven nights of Rock In Rio. 13 But he told me he landed them, but he never
14 Do you see that? ° That's 2015. - Does 14 got it. - He never got that deal.
15 that refresh your recollection whether 15 Q. - Mr. Schnaier, you say that he landed
16 LiveXLive had acquired the rights to Rock In 16 Rock In Rio. ° Now you say he told you at the
17 Rio in July 2016? 17 meeting he was in the process of getting
18 A. ° It looks like that's -- I don't 18 these festivals?
19 know. ° This doesn't say that they closed the 19 A. - I didn't say that.
20 deal with them. - I don't know. 20 Q. - What?
21 Q. ° Now, if we look, going on in 21 A. - I didn't say he was in the process.
22 paragraph 61 it says, well, it says, Ellin 22 Where?
23 and Indursky also told Mr. Scb_naier that 23 Q. - Let's look at paragraph 61. Ellin
24 LiveXLive was in the process of getting some 24 and Indursky also told Mr. Schnaier that
25 live rights for other music 25 LiveXLive was in the process of --
streaming

Page 397 Page 399

1 Joseph Schnaier 1 Joseph Schnaier
2 festivals including Coachella, Tomorrow Land, 2 A. Oh, you're talking about the
3 Glastonbury Festival, Lala Palooza and 3 complaint?
4 Bonnaroo. 4 Q. - Yes, I am. ° You understand this is
5 So is it your testimony that they 5 your complaint?
6 didn't get any of those festivals? 6 A. - I'm on a different exhibit. ° You

7 A. ° To the best of my knowledge, I 7 told me to go to another exhibit.

8 didn't see any -- I don't think they got any 8 Q. - You understand this is your
9 of those festivals. 9 complaint, right?
10 Q. And did you ask Rob what he meant -- 10 A. - You told me to turn to another
11 what else did Rob say about being in the 11 exhibit, and I didn't see anything there.
12 process? Were those the words he used? 12 Q. - I thnl1ght you knew we weren't
13 MR. WORTZEL: ° Objection to 13 talking about Rock In Rio. - I apologize for
14 form. 14 confusing you.
15 Q. What did he say? 15 Now, in paragraph 61 of Exhibit 2 --
16 A. He said, for instance he sent me a 16 of tab 2, are you with me?
17 message that he landed Glastonbury. 17 A. - (Indicating).
18 Q. I'm going to cut you off because I 18 Q. - You can't nod, the court reporter
19 didn't ask you about a message. - We're 19 has to take it down. Are you with me?
20 about a meeting. ° You said at this 20 A. - Yes.
talking
21 meeting
-- 21 Q. - Okay. ° After Rock In Rio, where you
22 A. ° I'm not finished. 22 say he told you he got the rights, it says,
23 Q. ° Ellin and Indursky also told Mr. 23 Ellin and Indursky told Mr. Rc-hnnior that
24 Schnaier that LiveXLive was in the process of 24 LiveXLive Media was in the process of getting
25 same live rights. ° Did 25 the same live rights for other
getting streaming they streaming

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1 Joseph Schnaier 1 Joseph Schnaier
2 music festivals including Coachella, Tomorrow 2 A. That he was going getting the
3 Land, Glastonbury Festival, Lala Palooza, and 3 streaming rights for it.
4 Bonnaroo. 4 Q. - Did he ever tell you he got the
5 So Mr. Ellin told you he was in the 5 streaming rights?
6 process, are those the words he used? 6 A. - For Coachella he did.
7 A. ° Yes. ° He said he was getting those 7 Q. - He did. - When did he tell you that?
8 streaming rights. 8 A. - I don't recall the exact dates.
9 Q. ° He said he was in the process. - So 9 Q. - Was that true?
10 did you ask him how far along in the process 10 A. - No. - Not that I know of, not that I
11 he was? 11 know of.
12 A. ° Oh, yes. 12 Q. - Did you take any steps to verify if
13 Q. And what did he say? 13 he got streaming rights for Coachella?
14 A. He said he was -- I asked him a lot 14 A. - I did.
15 of questions about each festival. 15 Q. - Withdrawn.
16 Specifically there were different answers for 16 Before you signed the APA, what, if
17 different festivals. 17 any, steps did you take to verify whether
18 Q. ° All right. 18 LiveXLive had gotten streaming rights for
19 A. ° But I asked him, I'll give you an 19 Coachella?
20 example, like I said, Glastonbury, he said it 20 A. - Well, we had very extensive
21 was a done deal, he landed it. 21 conversations. I mean, he told me specific
22 Q. Wait. So at this I want to 22 you know. ° I was asking
meeting, details, him, you
23 go slow for a minute. - At this I 23 who he would deal how long were
meeting, know, with,
24 don't want to hear about conversations after 24 the terms of the deal, but more importantly,
25 this meeting. ° Right now I'm fccü5ed on this 25 I was more interested in how Wantickets can

Page 401 Page 403

1 Joseph Schnaier 1 Joseph Schnaier
2 meeting. At this meeting, and we'll go 2 get the ticketing business for those
3 through it, what did he say specifically 3 festivals.
4 about Coachella and what did you ask him? 4 Q. - That's great, but I'm asking you
5 Give me it all at this meeting only for 5 what steps you took to verify other than
6 Coachella? 6 conversations with Rob? - What, if any, steps
7 A. ° At this specific meeting? 7 did you take to verify whether LiveXLive had
8 Q. ° Yes. ° You verified this to write 8 secured Coachella?
9 your complaint, mueñuer? 9 A. - Well, those are the steps that I
10 A. ° To the best of my recollection, he 10 took, conversations with Rob and probably
11 was in the process of getting streaming 11 some of the other employees in the company.
12 rights for Coachella. 12 Q. - Who?
13 Q. All right. - And did you ask him how 13 A. - I don't -- it would be most probably
14 far along in the process he was? 14 Blake Indursky, Doug Schaer.
15 A. - We had so many conversations about 15 Q. - And they all told you that LiveXLive
16 it. I don't recall if it was at this mooHng 16 had secured the rights for Coachella?
17 and I can't tell you exact dates on that. 17 A. - Blake would usually tell me. ° You
18 But we had numerous -- we had numerous 18 you have to that with Rob.
know, verify
19 all -- most of them
conversations, many, many, many conversations 19 Usually they did that.
20 in regards to these music festivals. - And at 20 But Rob specifically told me that he did.
21 this meeting was one of many convarahna we 21 Q. - Did you look to see if LiveXLive had
22 had. 22 issued a press release concerning securing
23 Q. All right. - So what else after this 23 the rights for Coachella?
24 meeting, what else did he say to you then 24 A. - I don't recall that.
25 about Coachella? 25 Q. - Did you see that -- did you ever see

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1 Joseph Schnaier 1 Joseph Schnaier
2 a press release LiveXLive had 2 it done. Sometimes things -- like I
=nn=ncing getting
3 secured Coachella? 3 told you with my deal, we signed the LOI in
4 A. ° No, but that wouldn't surprise me. 4 July, we didn't close until May of '17, which
5 It wouldn't raise a red h these 5 was ten months later. ° So things -- and he
flag
6 things take time to close. 6 didn't send -- make in
any any press releases
7 Q. ° Did you look at LiveXLive's website 7 bétwééñ that. ° So things take time. ° So I
8 to see if were either -- if were 8 figured he was in the process of it
they they doing
9 offering Coachal la streaming tickets or 9 just like Wantickets, when he was in the
10 promoting Coachella on their website? 10 process of our deal.
11 A. ° I believe I did. 11 Q. - So this was July of 2016. ° Do you

12 Q. ° And did you see it there? 12 know when was Coachella?

13 A. I don't think I saw it there hacanne 13 A. - I don't recall when was the exact
14 they never had that deal. 14 date.
15 Q. So did you ask Rob why it wasn't on 15 Q. - Was it -- did he tell you he was
16 the website? 16 getting it in 2016 or 2017?
17 A. ° Well, I mean, it takes time to close 17 A. - It was July. ° I don't recall exactly
18 that transaction. 18 the dates, but it would have been for that
19 Q. ° Did you ask Rob why Coachella wasn't 19 upcoming year.
20 on the website? 20 Q. - All right.
21 A. I don't recall. 21 A. - And maybe the agreement was for
22 Q. Did you go to Coachella's website to 22 multiple years. I wouldn't, you know.
23 see if there was anything about LiveXLive 23 Q. - I understand, but you didn't get a
24 rights to Coachella? 24 link from him before -- the year later you
securing
25 A. I don't recall if I did. I don't 25 signed the asset purchase agreement in May

Page 405 Page 407

1 Joseph Schnaier 1 Joseph Schnaier
2 believe so. 2 2017. - So did you ever get -- withdrawn.
3 Q. And now, what about Tomorrow Land. 3 And for Rock In Rio, did you ever
4 At this deal -- withdrawn. 4 look to see if there were press releases
5 Did you ever go see if Rock In Rio 5 announcing LiveXLive had secured the rights
6 had anything on its website about LiveXLive 6 for Rock In Rio?
7 doing the streaming? 7 A. - I don't remember. - It's possible. I
8 A. ° Yes. 8 don't recall.
9 Q. And did they? 9 Q. - And did you find any?
10 A. Yes. ° Be:cctusé Rob sent me the link 10 A. - I don't -- I don't recall seeing
11 for the Rock In Rio stream. 11 any.
12 Q. ° Did he send you the link for the 12 Q. - And for Tomorrow Land, what did Rob
13 Coachella stream? 13 say to you specifically about Tomorrow Land
14 A. ° Well, that was at a much later 14 at this meeting?
15 it was different timing. ° 15 A. - Same thing. ° That were one of
timing, They they
16 weren't done at the same time. 16 the bigger music festivals around, very
17 Q. ° I understand, but did he ever send 17 prestigious, and he was securing the
18 you the link for the Coachella stream? 18 streaming rights for that music festival as
19 A. ° No, because he never got it. - He 19 well. - That was --

20 lied. 20 Q. - Did he ever tell you -- sorry, go

21 Q. I understand. - So when he got he 21 on.
it,
22 sent you a link, did it strike you as odd 22 A. - And that was a big deal, it's a big
23 that you never got a Coachella link? 23 festival.
24 A. I didn't know if the deal was 24 Q. - I understand. ° Did he tell you he
25 ennnummarad yet. - I think he said he was 25 had secured them?

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2 A. Yes. 2 he say about Glastonbury?
3 Q. When was that? 3 A. - That he was securing --
getting the
4 A. I don't recall the exact date. 4 rights to the Glastonbury Festival.
5 Q. Was it before you signed the asset 5 Q. - Did he ever tell you he got it?
6 purchase agreement? 6 A. - Yes.
7 A. ° Yes. 7 Q. - When did he tell you he got it?
8 Q. And did you take any steps to verify 8 A. - I don't remember the exact dates,
9 whether he secured Tomorrow Land? 9 but he said he got it.
10 A. ° Yes. 10 Q. - Before the asset purchase -- he told
11 Q. What steps?- Other than to 11 you this before the asset purchase agreement
speaking
12 Mr. Ellin, did you take any steps to verify 12 was signed?
13 whether LiveXLive had secured Tomorrow Land? 13 A. - Yes.
14 A. ° No. ° But we had some very detailed 14 Q. - And did you ever look on the website
15 conversations about it. - I I would ask 15 to see if -- withdrawn.
mean,
16 him very detailed specifies and he would 16 Did you ever see if there was a
17 answer them. ° As far as dncumentation, I told 17 press release -- withdram again.
announcing
18 you, I would ask and he said it was 18 Before signing the APA, did you ever
19 proprietary. - And a lot of this stuff he 19 look to see if there was a press release
20 didn't want to show me until we actually 20 issued by LiveXLive or Glastonbury annnuncing
21 closed our transactions, because they were 21 that LiveXLive had secured Glasto±ury's live
22 his own personal relationships. ° That's what 22 rights?
streaming
23 he said. 23 A. - It's possible, but I don't recall.
24 Q. ° Great. ° Did you check LiveXLive's 24 Q. - And did you see such a press
25 website before you signed the asset purchase 25 release?

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1 Joseph Schnaier 1 Joseph Schnaier
2 agreement to see if Tomorrow Land was on the 2 A. Well, I wouldn't have seen it
3 website? 3 ''ca there was another misrepresentation.
4 A. I don't recall. 4 Q. - Well, that's my point.
- So if you
5 Q. Did you look to see before you 5 had looked and you didn't see one, would you
6 signed the asset purchase agreement whether 6 have asked Rob about that?
7 there was ever a press release announcing 7 A. - I did ask Rob about it.
8 whether LiveXLive had secured Tomorrow Land? 8 Q. - And he said, I'm not issuing a press
9 A. ° Possible, but I don't recall exactly 9 release?
10 if I saw a press release. I wouldn't have 10 A. - I don't know about not issuing a
11 seen it hmiss it never got done, it was 11 press release, but I asked him many questions
12 another lie. 12 about the actual deal with these festivals.
13 Q. ° Did you ever go to Tomorrow Land's 13 Q. - I know. ° Now, for Lala Palooza, what
14 website to see if LiveXLive was on it to get 14 did Rob say about Lala Palooza in this
15 live streaming for Tomorrow Land? 15 meeting?
16 A. ° No. ° But I asked him to introduce 16 A. - That he was securing the streaming
17 me -- if I can speak to someone at some of 17 rights for it.
18 these festivals, because it was interesting 18 Q. - And did he ever tell you that he
19 to me because I would have loved to have the 19 secured the rights?
20 ticket business. - like I he said 20 A. - Yes.
And, said,
21 after we closed he would make the proper 21 Q. - And when did he -- did he tell you
22 introductions and show me whatever the deals 22 that before you signed the APA?
23 were, but he wouldn't do it prior, he said it 23 A. - To the best of my recollection, that
24 was proprietary. 24 one, I believe so, yes.
25 Q. ° Now, Glastonbury Festival, what did 25 Q. - All right. And other than talking

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2 to did you take steps to determine 2 other -- I'm not sure. ° I don't recall.
Rob, any
3 whether LiveXLive had secured the streaming 3 Q. - Did you go to LiveEive's website to
4 rights for Lala Palooza? 4 see if Bonnaroo was either mentioned or
5 A. Well, of course. 5 available for streaming?
6 Q. What did you do? 6 A. - He was -- Rob was constantly
7 A. I spoke to Blake Indursky, I spoke 7 mentioning Bonnaroo to me.
8 to Doug Schaer, I spoke to, oh, Schiller. 8 Q. - Listen to the question, please, Mr.
9 Q. Other than speaking to people at 9 Schnaier.
10 Livenive, did you take any steps to 10 Did you ever go, before signing the
11 secure -- to determine whéthêr Livenive had 11 to LiveEive's website to see if there
APA,
12 secured Lala Palooza? 12 was any mention --
any inM~÷n that
13 A. ° Other than having really detailed 13 LiveXLive had secured the streaming rights
14 I mean, I don't -- I don't 14 for Bonnaroo?
conversations,
15 recall. 15 A. - To the best of my recollection, I
16 Q. And did you check LiveXLive's 16 probably would have, I did.
17 website to see if there was any manHnn of 17 Q. - And was it there?
18 Lala Palooza? 18 A. - No.
19 A. I don't recall. 19 Q. - No manHnn of Bonnaroo on the
20 Q. Did you check press releases to see 20 website?
21 if either LiveXLive or Lala Palooza had 21 A. - Not that I recall. - But I could, you
22 issued a press release concerning LiveXLive 22 know --
23 securing streaming rights for Lala? 23 Q. - What about Bonnaroo's website, did
24 A. ° Yes. 24 you ever go to Bonnaroo's website?
25 Q. And did you see any press releases? 25 A. - I don't believe I .h-dM Bonnaroo's

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. I wouldn't have seen it. 2 website.
3 Q. I'm not asking would you, did you or 3 Q. - Did you check to see if either
4 did you not? 4 Bonnaroo or LiveXLive issued a press release
5 A. ° No. 5 concerning LiveXLive securing the streaming
6 Q. Okay. - And for what did 6 rights for Bonnaroo?
Bonnaroo,
7 Rob say about Bonnaroo? 7 A. - I don't recall seeing one, but on
8 A. ° That he was securing the rights 8 these festival websites, you wouldn't see --
9 to -- he got the rights to do the stream for 9 Q. - I asked about press release.
10 it. 10 A. - No, you asked me if I went to
11 Q. ° And did he ever tell you that he got 11 Bonnaroo's website.
12 the rights? 12 Q. - That was two questions ago. ° The

13 A. ° Yes. 13 question now is about press releases.

14 Q. ° Before the APA was signed or after? 14 A. - I don't recall seeing one.
15 A. I don't mmiuer the dates. 15 Q. - I just want to be clear now. ° You
16 Q. Besides spaMng to people at 16 believe that LiveXLive eventually told you
17 LiveXLive, did you take any steps to confirm 17 that they had secured the rights for
18 whether LiveXLive had acquired the streaming 18 mar•hall n; Tomorrow Land, Glsste ry
19 rights for Bonnaroo? 19 Festival, Lala Palooza and Bonnaroo, correct?
20 A. I did. I spoke to Blake. 20 You said Rob told you before you signed the
21 Q. I said besides talking to people at 21 APA that he secured those rights, correct?
22 LiveXLive, did you take any steps to 22 A. - Yes.
23 determine whether LiveXLive had secured the 23 Q. - And these were first mentioned to
24 streaming rights for Bonnaroo? 24 you in July of 2016, correct?
25 A. I mean, there must have been some 25 A. - I don't recall the dates.

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2 Q. Well, you said it was diari1anad at 2 details, because he wouldn't give them to me.
3 this meeting in July of 2016, and you 3 Q. - So when Rob told you that LiveXLive
4 verified this before filing your -ri-ri 4 was in the process of getting streaming
5 complaint? 5 rights for Coachella, you have no idea what
6 A. ° Yes. ° But there were numerous 6 year those streaming rights would apply to?
7 conversations in regards to this, I told you 7 A. - Well, it was either the -- it was
8 this before. 8 the next upcoming event which was, you know,
9 Q. ° You were Mar¬'ccing it, at least in 9 it could have been the next event because
10 the innranna of the meeting in July 2016, 10 they have streaming rights with other
11 correct? 11 companies. - So I don't know when -- he didn't
12 A. ° I told you, I don't remewuer the 12 show me the exact details of the deal.
13 exact dates. - We had numerous conversations 13 Q. - Did you ask though?
him,
14 about this. 14 A. - I did.
15 Q. ° Mr. Schnaier, listen to me. ° Your 15 Q. - And he didn't tell you, he wouldn't
16 complaint says that in July of 2016 you 16 tell you -- when was Coachella, what month
17 discussed these festivals with Rob; is that 17 and year?
18 accurate? 18 A. - I asked him to send me, if I could
19 A. ° Yes. 19 see the documenta, the contract, the term
20 Q. Okay. ° So of - He said
by at least July 2016, 20 sheet. they were proprietary, he
21 you were aware that LiveXLive was attemnting 21 wouldn't show them to me.
22 to get these rights to these festivals, 22 Q. - I understand your testimony
--

23 correct? 23 A. - And also he was protective, he was

24 A. ° By then, some of them -- some of 24 very detailed with who he was dealing with.
25 them may be before or after. ° I don't know 25 You know, he threw out some impressive names,

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1 Joseph Schnaier 1 Joseph Schnaier
2 the exact dates. 2 and he was very protective of his
3 Q. Okay. - And you claim Mr. Ellin told 3 which I understood. And he
relationships,
4 you he secured those rights sometime after 4 didn't want --

5 the July meeting, correct? 5 Q. - Mr. Schnaier --

6 A. ° I believe so. 6 A. - Let me finish, please.

7 Q. ° And if you had gone and reviewed 7 Q. - No, I'm not going to.
8 LiveXLive's press releases, the festival 8 A. - And I asked him --
9 press releases, LiveXLive's website, and the 9 Q. - Mr. Schnaier --

10 festivals website, none of those would have 10 A. - -- when I questioned him --

11 mentioned or did mention any deal herwoon 11 Q. - You win.

12 LiveXLive and these festivals, haranaa you 12 MR. WORTZEL: ° Let him finish
13 claim no deal occurred, correct? 13 the answer, please.
14 A. ° Like I told you, that didn't raise 14 A. - He was very protective of his
15 any flag with me because I saw how long it 15 relationships, which I undersi.ood, and he
16 took our deal to get finalized. So I figured 16 wouldn't give it to me until after we closed
17 it would take -- I figured it was taking 17 our which he said he would to get
deal, try
18 time, like I said. 18 us the ticketing part of it.
19 Q. Well, this is July of 2016, you told 19 Q. - I got it. °
Now, when he mentioned
20 me it was in the process. ° So these festivals 20 Coachella to you in of you had no
July 2016,
21 take place at a certain time, correct? 21 idea of the dates he was trying to acquire
22 A. ° Yes, but we don't know when their 22 the streaming rights for?
23 contracts are up with other streaming 23 A. - When he mentioned to me, I was
it
24 when the exact deal would start. 24 it was right away. - He made it sound
com~mies, assuming
25 You know, I don't know, I didn't have those 25 like it was going to be right away.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. So then didn't it seem odd to you 2 agreemeni.s were. I wasn't privy to that
3 that there was no mention of it anywhere 3 information. ° But the agreements with these
4 else? ° You said it would be right -- 4 festivals were and that was very,
away imminent,
5 A. ° Right away to finalize. 5 very impressive and important to me, because
6 MR. WURTZEL: ° Hold on, stop. 6 that's where the bread and butter -- I would

7 Joe. Hold on. 7 be getting the ticketing business.

8 Objection to form. ° You can 8 Q. - And it didn't seem -- if you had
9 answer. 9 looked in May of 2017, which is a year later,
10 Q. ° No, not to finalize. ° The dates he 10 almost a year later, and these festivals are
11 would stream. Coachella is a music festival, 11 occurring over the summer, they clearly would
12 correct? 12 already be organized to stream and to sell
13 A. ° Yes. 13 tickets, let's assume.
14 Q. ° And it's scheduled, it takes place 14 So if you had looked at May of 2017
15 on a certain date, correct? 15 and seen not a single press release by any
16 A. ° Correct. 16 company concerning LiveXLive securing the
17 Q. ° All right. - So when Rob told you he 17 rights to these festivals, and not a single
18 was in the process of -- LiveXLive 18 mention on any website of LiveXLive
getting securing
19 was in the process of getting streaming 19 these rights to these festivals a year later
20 rights for remr-hal la, what date of the 20 or 11 or ten months later, would that have
21 festival was he in the process of getting 21 raised a red flag for you?
22 streaming rights for? 22 A. - It wouldn't have, because my deal,
23 A. ° I'm assuming for the next 23 like I told you before, took about ten or --

24 available -- the next festival date. 24 ten months later to finalize. - So if anyone
25 Q. And when would that have been if he 25 looked at that deal, they would say, Oh, this

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1 Joseph Schnaier 1 Joseph Schnaier
2 told you this in of 2016? 2 is to raise -- I saw that these things
July going
3 A. I wouldn't have known, because I 3 sometimes take time to finalize and that's
4 of ° He wasn't 4 --
didn't see the terms the deal. why I was because I saw my own experience
5 showing it. So -- 5 with him.
6 Q. ° No, no, no. - You said you assumed it 6 Q. - But you claim he told you he had
7 was the next festival date? 7 finalized it before the asset purchase
8 A. ° Yes. 8 agreement?
9 Q. ° So what was the next festival date? 9 A. - I'm sure he told other investors he
10 A. ° Oh, I don't recall the exact dates 10 finalized Wantickets, and they were probably
11 of the festival. - I would have to go back and 11 you had to wait ten
waiting, know, they
12 look. 12 months to see it -- a press release
actually
13 Q. ° But I mean, for all of these 13 on the closing anything or like that.
14 festivals you listed, did you assume he was 14 Q. - Oh, you didn't think Rob issued a
15 talking about the next festival date? 15 press release soon after the letter of intent
16 A. ° Yes. ° He said they were imminent, 16 was signed?
17 they were done. 17 A. - I don't recall. It's possible, but
18 Q. ° Right, he said they were imminent, 18 I don't recall for sure.
19 correct? 19 Q. - All right. And it says, Ellin and
20 A. ° Yes. 20 Indursky also said, I'm reading this to be
21 Q. ° The festivals were imminent? 21 clear, I'm reading now from the same
22 A. I don't know -- no, the deals were 22 paragraph 61 of Exhibit 2 which is the
23 imminent. - I don't know the dates of the 23 amended complaint.
24 festivals. ° I don't know if it started for 24 It goes Ellin and also
on, Indursky
25 the next cycle or how -- what those 25 said LiveXLive Media was looking to buy SFX

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1 Joseph Schnaier 1 Joseph Schnaier
2 EntertMnment Properties, an entertainment 2 another ticketing business as part of their
3 and media company that was in bankruptcy and 3 portfolio.
4 had closed on a deal to Qello. 4 So having -- I wanted to
already buy know, like,
5 What is SFX Entertainment Properties? 5 I asked Rob many times, How is that, is that
6 A. ° It was a media company. 6 part of the deal? ° How would we integrate
7 Q. ° All right. - And was that important 7 that?- Is Live, the nightclub, part of the
8 to you that LiveXLive bought them? 8 deal or is the music festivals part of the
9 A. ° Yes, it was very impressive to me. 9 deal? - I asked a lot of questions, plus he
10 Q. And what did Rob -- Rob said 10 knew a lot of people in the company. ° There
looking
11 to buy. ° Did he ever tell you that had 11 was no reason for me to see a red on
they flag
12 closed the deal with SFX? 12 that.
13 A. ° He said they were -- he made it 13 Q. - well, you just testified you didn't
14 sound like it was an imminent deal, yes. 14 know if it closed. So I assume that means
15 Q. And if LiveXLive had acquired SFX 15 that you knew when you signed the APA that
16 there would be an SEC filing for that, 16 LiveXLive had not acquired SFX yet, is that
17 correct? 17 true?
18 A. ° There would have to be, of course. 18 A. - By the time I signed?
19 Q. So did you ever check to see if 19 Q. - When you signed the APA. ° I asked
with -- if
20 LiveXLive had filed anything before 20 you you checked any of the SEC filings and
21 signing the asset purchase agreement , did you 21 I thought you said, I wouldn't have to, if
22 ever look to see if LiveXLive had filed 22 that deal
closed, I would have known it.
23 with the SEC concerning an 23 A. - I would have known. ° He would
anything Well,
24 acquisition of SFX? 24 have made it public if he closed.
25 A. Well, I wouldn't know, it didn't 25 Q. - Right. ° So when you signed the APA

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1 Joseph Schnaier 1 Joseph Schnaier
2 close prior to my acquisition. 2 in May of 2017, you were aware at that time
I didn't ask ° Did in
3 Q. you that. you 3 May 2017 that a deal between SFX and
4 check -- you told me he told you it was 4 LiveXLive Media had not correct?
closed,
5 imminent in of 2016. ° Your acquisition 5 A. - Had not closed yet.
July
6 was ten months later. - Did you check the SEC 6 Q. - Okay. ° But had not correct?
closed,
7 filings at any time in between July of 2016 7 A. - As of that day, yes.
8 and signing the APA in May of 2017, to see if 8 Q. - Okay.
9 LiveXLive had made any disclosure or 9 A. - But it was still --

10 reporting of an acquisition of SFX? 10 Q. - And why did you think it would

11 A. I don't recall, but I would have 11 close?
12 known if he closed that deal. It would have 12 A. - ¤acause he said it would.
13 been all over the place. ° it was a 13 Q. - Okay. And did you --
Plus,
14 very, very lucrative deal for everyone, 14 A. - And having conversations, very
15 especially it
was interesting to me. 15 specific conversations about it, about the
16 Q. So when -- 16 people, the companies, the properties they
17 A. had -- 17 were buying. It was very -- he knew what he
They
18 Q. Go on. 18 was talking about and he knew exactly what he
19 A. They had many different properties, 19 was buying.
20 SFX. ° They owned major music festivals. -
They 20 Q. - Now, you say he told you in July of
21 had a nightclub in Miami called Live which we 21 2016 that LiveXLive, quote, had already
22 used to ticket and we didn't have that 22 closed on a deal to Qello. - Do you see
for, buy
23 business Lecause they had their own ticketing 23 that?
24 company. ° So we would have got that 24 A. - Where is that?
back,
25 that was very interesting. And they owned 25 Q. - It's in paragraph 61.

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2 I'm I'm ° Paragraph 2
A. sorry, not there. Qello is getting done any day now and I have
3 61? 3 to hurry up if I wanted to get involved in
4 Q. Do you see it? 4 the deal. - And he was a lot of
putting
5 (Witness peruses document.) 5 pressure.
6 Q. We've been talking about paragraph 6 He said once he closes Qello, I'm
7 61 for the last 15 to 20 minutes, Mr. 7 going to have to wait until he -- you know,
8 Schnaier. ° It should be right there. 8 we may not get this deal done. - And he

9 A. ° Okay. 9 mentioned to me that, you know, this is going

10 Q. ° Do you see it? 10 to be an unbelievable deal for the company,
11 A. What line are you talking about? 11 and that the billionaire, Gary Winnick, was
12 Q. After the bold -- right before the 12 to be investing in the business.
going
13 bold that says, None of this is true. 13 Q. - I'm going to cut you off, Mr.
14 A. ° Yes. 14 Schnaier, because the question was -- the
15 Q. After the sentence that diarmanan 15 question was, when did he tell you he closed
16 SFX. ° I'll read the whole sentence, let's 16 Qello?
17 make it easy. 17 A. - I don't recall the exact date.
18 Ellin and Indursky also said that 18 Q. - But I thought you said you took
19 LiveXLive Media was looking to buy SFX 19 steps to verify because you didn't want to
20 Entertain_ment Properties, an entertMnmant 20 say the wrong festivals or the wrong
21 and media that was in and 21 companies in relation to this meeting. ° You
company bankruptcy
22 had already closed on the deal to buy Qello, 22 know, it's very important that you not give
23 also a video streaming company for concerts. 23 me -- you're very passionate to not give me
24 Do you see that? ° Did Rob tell you 24 wrong information off the top of your head
25 that he had already closed -- LiveXLive had 25 and you had verified all this before you

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1 Joseph Schnaier 1 Joseph Schnaier
2 already closed on a deal to buy Qello in July 2 filed your complaint.
3 of 2016? 3 So I want to know what he might not
4 A. In July of 2016, I don't recall that 4 have told you in July of 2016 that he closed
5 date, if he said it or not. 5 Qello?
6 Q. I mean, let's be clear. - This 6 A. - I don't recall --
Well,
7 is your complaint, and it says in paragraph 7 MR. WORTZEL: ° Objection to
8 60, In the July 2016 meeting at the Four 8 form.
9 Seasons in Beverly Hills, and in paragraph 61 9 A. - I don't recall the exact dates, he
10 it At this so all of this is 10 told me he was closing Qello. - He told me
says, meeting,
11 about a meeting that occurred in the Four 11 that Gary Winnick was putting a significant
12 Seasons in Hills in of 2016. 12 invantmant in. ° He said that he would be --
Beverly July
13 And you said you had verified all of this 13 Q. - I'm just asking you about dates
14 before you filed your complaint. 14 right now.
15 So I just want to be clear. ° Are you 15 A. - I don't I don't recall the
know,
16 now saying that he might not have told you 16 exact date. - I'm but he did state --
sorry,
17 that Qello closed in July of 2016? 17 he made those statements and they were found
18 A. ° I don't recall the dates on the 18 untrue.
19 Qello. I don't want to give you the wrong 19 Q. - Did he make -- it's curious now
20 information. 20 though that you're unsure of the dates
21 Q. - Well, when did he tell you that he 21 because isn't it true that in December of
22 closed Qello, if ever? 22 2016, he told you they were in negotiations
23 A. ° Well, yes, he did tell me. And he 23 with Qello, correct?
24 was very specific. - He told me that -- and he 24 A. - I don't remember the exact -- I told
25 sent me messages, I believe, on e-mail that 25 you I don't recall the dates offhand right

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1 Joseph Schnaier 1 Joseph Schnaier
2 now. 2 question.
3 Q. it's in your complaint. - I'll 3 A. - I told I don't recall the dates
Well, you,
4 represent to you that you make that -- 4 of when all of this hanpened. - That's
my
5 A. Okay. - I'm you that he did 5 answer. - You can me any way you
telling keep asking
6 make those araramonts and they were untrue. 6 want, but the bottom line is that he told me
7 He wasn't even near closing Qello. 7 he was closing Qello, that Gary Winnick, the
8 Q. ° Let's go back to -- let me find the 8 allstar was putting in a significant
9 exhibit tab. ° The December pipeline is what 9 investment in the and that he was
company,
10 I'm looking for, give me a second. 10 going to be on the board, and he was going to
11 Let's pull -- give me one 11 take a role and help the business.
up second,
12 I can't seem to find the document I want. 12 None of it was true, it never
13 A. Of course not. 13 hanpened. - And that's -- that was one
really
14 Q. You're right, of course not is 14 of the most Mchh araramonts that Rob
15 correct. 15 could have told me. Because anyone would
16 Here we go. - Pull up tab 27, please. 16 be -- anyone in the world would be impressed
17 I think we already have it marked. - This is 17 by having such a A. ül person like Gary
18 the December update that we looked at before. 18 Winnick, not only make an invemixtuit but
19 A. ° Tab 27? 19 trust LiveXLive by letting them acquire his
20 Q. ° Yes. ° I think it's already an 20 company that's doing ten -- 100 times the
21 exhibit. 21 amount of business, I'm exaggerating as
22 You see at the second -- third page 22 LiveX. - Who wouldn't want to get involved in
23 it says Qello. ° M&A it Qello 23 that company?
activity, says,
24 concerts and it says, We are in negotiations 24 Q. - So I want to be clear. - It was so
25 with allstar Gary Win_nick for an all stock 25 important to you and so impressive, and so

Page 433 Page 435

1 Joseph Schnaier 1 Joseph Schnaier
2 ac isition with Qello. 2 successful, but you're just not sure if the
3 Do you see that? 3 allegation in your complaint that he told you
4 A. We are in negotiatinna with allstar 4 it closed in July of 2016 is accurate,
5 Gary Winnick for an all stock acquisition of 5 correct?
6 Qello, yes. 6 A. - I'm not sure -- I don't remember the
7 Q. ° So does this refresh your memory 7 dates exactly.
8 that in Donombar of 201, Rob told you 8 Q. - All right. ° So can I assume then
9 LiveXLive was in negotiation to buy Qello? 9 that there are other allegations in your
10 A. ° It says it right here. 10 complaint that you think may be inaccurate
--

11 Q. ° So but you allege in the complaint, 11 withdrawn.

12 now you're not sure of the date, that he told 12 I asked you the first day of your
13 you in July of 2016 they already closed 13 deposition if there were any allegations in
14 Qello. ° So wasn't it a little to 14 the complaint that were inaccurate and you
confusing
15 you that he had told you in July of 2016 they 15 said, no, to the best of your knowledge,
16 had closed Qello but they were still 16 correct?
17 negotiating with Qello in December of 2016? 17 A. - To the best of my knowledge, no.
18 A. ° I think you're on the 18 Q. - And now you're just not sure
focusing wrong now,
19 thing. ° He told me that he had closed 19 it been brought to other witnesses '
Qello, having
20 he closed Qello, and that Gary Winnick was 20 attention and your attention that he told you
21 putting money in and that he was going to be 21 in Dacambar of 2016 that LiveXLive was
22 an advisor. ° None of it was zero. - 22 with you're just not sure
true, They negotiating Qello,
23 weren't even in the same ballpark. - There was 23 now if he told you in of 2016 that Qello
July
24 never any deal with Qello. 24 closed; is that your tantimnny?
25 Q. ° But I'm asking you a different 25 A. - I'm not 100 percent certain on the

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2 dates. 2 Indursky.
3 Q. But if he told you in July of 2016 3 Q. - I said and other LiveXLive
4 that he closed and then he told you in 4 emnloyees. - Other than to
Qello, talking LiveXLive,
5 December of 2016 that he was in negotiations 5 did you take any steps to determine whether
6 with Qello, would that lead you to believe 6 LiveXLive had closed Qello?
7 that he had not closed Qello in July of 2016? 7 A. - Well, I would have loved to call
8 MR. WURTZEL: ° Objection to 8 Gary Winnick, if I could, but if I called him
9 form. 9 it wouldn't -- it's not normal business
10 A. ° Like I said, I don't recall the 10 practice. - He would just not take my phone
11 exact dates that he mentioned this. ° He did 11 call or he wouldn't answer you
me, and, know,
12 say, he was very clear, he was very detailed, 12 Rob wouldn't want me to do it regardless.
13 and none of it was true. 13 Q. - When you signed the APA, did you
14 Q. ° Did you ever see a press release 14 think LiveXLive had closed Qello?
15 announcing that he closed Qello, that 15 A. - I don't believe so.
16 LiveXLive closed Qello? 16 Q. - What do you mean you don't
17 A. ° No. 17 believe -- you signed the APA, you knew they
18 Q. ° Did you ever see an SEC filing that 18 had not yet closed Qello or you believed they
19 LiveXLive closed Qello? 19 had not closed Qello?
20 A. ° No. 20 A. - He had not closed Qello.
21 Q. ° Did you ever see it âññcüñced on any 21 Q. - You knew that when you signed the
22 website, either Qello's or LiveXLive's, that 22 APA?
23 LiveXLive closed Qello? 23 A. - Based on the dates, yes.
24 A. ° No. 24 Q. - So you weren't relying on Rob
25 Q. ° Did you look at any of these places 25 telling you he had closed Qello when you

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1 Joseph Schnaier 1 Joseph Schnaier
2 to see if LiveXLive had closed Qello? 2 signed the APA, because you knew that
3 A. I don't recall. 3 LiveXLive had not closed Qello when you
4 Q. Did you ever say to Rob, I don't 4 signed the APA; is that correct?
5 understand, you told me in July of 2016, you 5 MR. WORTZEL: ° Objection to
6 told me in July you closed Qello. Now in 6 form. Mischaracterizes the
7 December you're telling me you're negotiating 7 testimony.
8 how is that possible? ° Did you ever 8 Q. - You can answer.
Qello,
9 have that conversation with Rob? 9 A. - That's not correct.
10 A. I don't mueñuer the exact dates, 10 Q. - Well, you just said you knew they
11 but I did q11©nrinn Rob extensively on the 11 hadn't closed Qello when you signed the APA?
12 deal with Qello. - I asked him and he was 12 A. - Correct.
very
13 specific and detailed on the informarinn he 13 Q. - So how would you be relying on
14 gave me then. ° He you 14 you knew is not true?
mentioned, know, Gary something
15 Winnick and Qello's h11ninaanes and so on and 15 A. - Because he told me he was closing
16 so forth. 16 Qello.
17 Q. Other than your extensive 17 Q. - All right. °
Well, do you know if
18 questioning of Rob or other people at 18 after LiveXLive purchased wan+¾ts,
19 LiveXLive, did you take any steps to 19 LiveXLive did purchase Qello or part of it?
20 determine if LiveXLive had closed Qello 20 A. - No, they didn't.
21 before you signed the APA? 21 Q. - They purchased nothing
-- well --

22 A. ° Other than the extensive q11anrinns? 22 A. - Not only did they not purchase
23 Q. Correct. 23 Qello --

24 A. Yes, I had conversations with not 24 Q. - Withdrawn, withdrawn.

25 only Rob. - I had conversations with Blake 25 A. - But it was never --

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2 Q. Mr. Schnaier. - I agree. 2 that's one of the correct?
Withdrawn, possibilities,
3 I was thinking of something else. 3 A. - There are many possibilities.
4 Now, Rob had told you in discussing 4 Q. - But is one of them that he told you
5 Qello with Rob in 2016, a year later, almost 5 that in July of 2016 or are you just
6 a year later, May 2017, and he's telling you 6 completely wrong and he definitely didn't
7 they're in the process of closing Qello, and 7 tell you that in July of 2016?
8 that didn't raise your suspicion, I take it? 8 A. - I'm not going to speculate.
9 A. I don't recall when the exact dates 9 Q. - About your own experience?
10 we spoke about it. - But it wouldn't have 10 Withdrawn.
11 raised the flag because my deal with Rob 11 Now, in paragraph 72 of the
12 didn't close for like almost a year. 12 complaint, and I'll read it to you so we
13 Q. ° Do you remember the first time Rob 13 don't have to waste time for you to find it.
14 told you he was working on Qello? 14 You wrote, On February 20, 2017,
15 A. I can't mEtaEiuer the exact dates 15 Ellin wrote
again, we must close now, call me
16 offhand. I don't want to give you the 16 -- I'm sorry, Ellin then wrote,
wrong any questions
17 infnrmation. 17 hurry, closing Qello then SFX. - So you were
18 Q. - I know, God forbid, because in your 18 aware in February
--
withdrawn, I'm sorry.
19 complaint you were careful not to give me the 19 Paragraph 62 of the complaint, it's
20 wrong information, correct? 20 that same meeting in July of 2016. - What, if
21 MR. WORTZEL: ° Objection to 21 anything, did you discuss about LiveXLive's
22 form. 22 IPO?
23 Q. Withdrawn. 23 A. - Where do you see this?
24 Were you careful not to provide the 24 Q. - Well, before we go to where I see
25 wrong information when you said that Rob had 25 it, I'm asking you, at the July 2016 meeting,

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1 Joseph Schnaier 1 Joseph Schnaier
2 told you he had -- LiveXLive had closed Qello 2 at the Four in Beverly Hills, what,
3 in July of 2016? 3 if anything, did you discuss about LiveXLive
4 MR. WORTZEL: ° Objection to 4 having a public offering?
5 form. 5 A. - To the effect that they were going
6 Q. ° You can answer. 6 to be doing, raising between $100 million for
7 A. I don't know -- I don't understand 7 an IPO.
8 the question. 8 Q. - Did they discuss the share price?
9 Q. ° The question is, you just told me I 9 A. - To the best of my recollection, the
10 want to be careful not to give you the wrong 10 share price was $5 a share.
11 information. 11 Q. - And was that what it was publically
12 I'm asking you if you were careful 12 trading at at the time in July of 2016?
13 not to provide the wrong information when you 13 A. - To the best of my recollection, it's
14 alleged in the complaint that Rob told you in 14 possible, I don't recall.
15 July of 2016 that LiveXLive had closed Qello? 15 Q. - And did he make any false
16 A. ° I told you that I don't recall the 16 repromontarinna about the public offering at
17 exact dates that he told me they closed 17 this meeting?
18 Qello. ° So you're words in A. - I don't recall
putting my mouth. 18 exactly the
19 Q. ° You were not as concerned -- so he 19 misrepresentations, but we spoke about the
20 might have told you that in July of 2016? 20 IPO an enormous amount of times.
21 A. ° I just told you, I don't mueuiuer 21 Q. - I'm asking at this meeting in July
22 the exact dates. - I don't want to give you 22 of you said you talked about the public
2016,
23 the information. 23 offering. - Did anyone make any
wrong
24 Q. ° So it's possible that it could have 24 misrepronantations concerning the public
25 been July 2016, as you said in the complaint, 25 offering at this meeting?

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Page 444 Page 446

.1 - - -.......Joseph Schnaier .1..... - - - ..Joseph Schnaier
.2 - - - . A.. Just that he was raising $100 .2 .. information.
.3 - - million, he was looking to raise $100 million .3 . . . . Q. - How did you try and validate it
4 IPO. .4 . . yourself?

.5 - - - . Q.. You said he was looking to raise 100 .5 . . . . A. - I asked some people that I know,
.6 - - million, correct? .6 . . some ac~»'~+»~es to see if they knew anyone
.7 - - - . A.. No, but he had the deal done, the .7 . . at Bank of Montreal and see if they can get
.8 - - IPO done. .8 . . me information.. I even called one of the
.9 - - - . Q.. He told you in July of 2016 that he .9 . . s:»<' cate members to see if I can get
10 - - had an IPO done? 10 . . information on the deal.
11 - - - . A.. That they were working on getting 11 . . . . Q. - This was all before you signed the
12 - - $100 million IPO. 12 . . APA you took these steps?
13 - - - . Q.. Did he tell you he had it done or 13 . . . . A. - Yes.

14 - - did he tell you he was working on it? 14 . . . . Q. - You were at Gary wi~~ick's
15 - - - . A.. In 2016? 15 . .
deposition, correct?
16- - - . Q.. Yes. 16 . . . . A. - Was I at Winnick's deposition?
Gary
17 - - - . A.. At this specific meeting? 17 . . . . Q. - It was on Zoom, but you were
18 - - - . Q.. Yes. 18 . .
present, correct?
19 - - - . A.. To the best of my recollection, I 19 . . . . A. - On and off.

20 - - believe he said he had done, but it could be 20 . . . . Q. -

Well, were you there for the part
21 - - off — I don't recall the exact dates when it 21 . . when
Gary Winnick said that he spoke to Bank
22 - - was finalized or stuff like that.. I really 22 . . of Montreal about the upcoming IPO?
23 - - don't recall, I don't want to give you the 23 . . . . A. - I believe so.
24 - - wrong information. 24 . . . . Q. - And so I just want to be clear.
25 - - - . Q.. It's possible now you believe that 25 . .
Gary w'»' ~> was able to speak to Bank of

Page 445 Page 447

.1 - - -.......Joseph Schnaier .1..... - - - ..Joseph Schnaier
.2 - - Rob Ellin might have told you that he had .2 . . Montreal to find out what was going on with
.3 - - ~»r~~teed $100 million IPO in July of 2016? .3 . . the public offering in the r~nt~vt ofhis
.4 - - - . A.. I don't recall the exact date that .4 . . negotiations with but you' re
LiveXLive,
.5 - - he first mentioned it to me. .5 . .
claiming no one would let you speak to Bank
.6 - - - . Q.. Did you ever speak to Bank of .6 . . of Montreal; is that correct?
.7 - - Montreal about the public offering? .7..... - - -MR. WURTZEL: . Objection to
8 A. No, I didn' t. .8.....form.
.9 - - - . Q.. Did you ever attempt to? .9 . . . . A. - I wasn't allowed to speak with Bank
10 - - - . A.. Yes. 10 . . of Montreal.
11 - - . . Q.. How so? 11 . . . . Q. - Do you think
Gary w'nn'ck lied when
12 - - - . A.. There were a few times. 12 . . he said he was allowed to speak to Bank of
13 - - - . Q.. Tell me about each time. 13. . Montreal?

14 - - - . A.. One of them I had an in-person 14 . . . . . - - -MR. WURTZEL: . Objection to

15 - - meeting with Rob at some office in Century 15 . . . . .form.
16 - - Village, and he ~n+i~~~ to me that Bank of 16 . . . . A. - I don't see why he would lie.
17 - - Montreal was in with his attorneys finalizing 17 . . . . Q. - And the fact that you were not
18 - - the deal, you know, the IPO plan and 18 . . permitted to speak to Bank of Montreal, as
19- - everything. 19 . . you did that raise suspicions to
testified,
20 - - - . . . I asked if I could jump in and he 20 . . you
concerning the accuracy of the
21 - - said I wasn't allowed to.. Number two is, I 21 . . repro~»i~ii ~~s you claim were made to you
22 - - asked — I must have asked — I asked him 22 . . about the public offering?
23 - - many, many times, you know, if I can speak to 23 . . . . A. -
No, not really.
24 - - someone or validate. - I ended to 24 . . . . Q. - speak
up trying Why wouldn't you be allowed to
25 - - validate it myself, but I couldn't get any 25 . . to Bank of Montreal?

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. I mean, LiveXLive was a public 2 me any of that information either.
3 $100 million raise with one of 3 Q. - How did you know of
company doing they were part
4 the major investment banks in the country, in 4 the syndcate?
5 the world maybe. - you there's a 5 A. - ¤acause it was told to me by Rob.
And, know,
6 lot of proprietary information going in and 6 And I think I read it somewhere as well.
7 out that the public, if there's anything 7 Q. - And who was the third party you
8 that's supposed to be public it would have 8 tried to get in touch with at Bank of
9 been out already. 9 Montreal?
10 And if I asked -- and when I did 10 A. - It was a different -- it was
11 ask, Rob gave me a clear answer, that I 11 acquaintances.
12 wasn't -- you know, it's proprietary and I 12 Q. - Name them.
13 wasn't able to speak to anyone at Bank of 13 A. - Maybe -- I can't recall, but they
14 Montreal. ° But when I did speak to he 14 knew -- just anyone who I thought would know
Rob,
15 gave me informarinn that was suitable. I 15 people at Bank of Montreal, and can get me
16 asked him very detailed questions, he gave me 16 some information on the IPO.
17 very detailed answers with specifies and that 17 Q. - So you didn't think it was weird if
18 was it. 18 what you're is that you had --
saying true,
19 Q. ° But why didn't it strike you as 19 it took a brick wall to speak to public -- a
20 suspicious that Rob wouldn't let you speak to 20 bank about a public offering?
21 Bank of
Montreal, as you say? 21 A. - I didn't think it was weird, no. I
22 A. ° Same reason it didn't strike me as 22 didn't think it was weird.
23 suspicious when he wouldn't let me speak to 23 Q. - Are you aware whether LiveXLive
24 some of these music festivals or 24 filed an S1 for the asset purchase agreemerii?
25 relationships that he said he secured. 25 A. - Yes.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. That's not a relationship, this 2 Q. And did you see drafts of the S1
3 is -- Bank of you just said they're 3 before it was filed the negotiation of
Montreal, during
4 a big everyorie knows them. ° And 4 the asset purchase agreement?
bank, Gary
5 Winnick, according to his testimony, was able 5 A. - I don't recall seeing them.
6 to speak to them. - You're aware that people 6 Q. - And the S1 stated it was intending
7 speak to underwriters the time, all correct? 7 to raise $100 million, correct?
8 °
MR. WURTZEL: Objection to 8 A. - I don't recall the S1 prior.
seeing
9 form. 9 Q. - Well, after it closed you could have
10 Q. Withdrawn. 10 looked it up, correct? It's a
11 Are you aware whether underwriters, 11 publically-filed document?
12 like Bank of Montreal who were doing IPOs 12 A. - Yes.
13 would speak to ptential investors? 13 Q. - Have you ever seen the S1 that was
14 A. ° Potential investors, probably like 14 filed soon after LiveXLive acquired
15 in some kind of group setting to do a show, 15 Wantickets?
16 road show or something. 16 A. - I believe I did.
17 Q. ° So you don't think they would take 17 Q. - And did it state that LiveXLive was
18 calls from potential investors? 18 about to launch a major public offering to
19 A. ° I tried garring information from a 19 raise $100 million?
20 third party to see if they knew anyone there. 20 A. - To the best of my recollection, I
21 I couldn't get really any information. I 21 believe it did. I don't recall exactly.
22 even called myself -- I even called myself to 22 Q. - So LiveXLive did intend to raise
23 speak to someone at Craig Allen, they were 23 $100 million and Bank of Montreal intendad to
24 one of the syndicate members. ° They were part 24 raise $100 million, correct?
25 of that underwriting. - And wouldn't give 25 A. - Well, it's much different when you
they

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1 Joseph Schnaier 1 Joseph Schnaier
2 intend to do something and when you it's 2 less value -- lower valuation.
say
3 a done deal. 3 I didn't -- there was nothing
Now,
4 Q. ° And so what made you think that this 4 from the time I closed to the time that they
5 was a done deal that they would raise $100 5 raised money that should have made the
6 million? 6 company worth less, the 300 percent less than
7 A. ° Because Rob told me so. 7 what it was trading at and what they
8 Q. What words did he use? - What exactly 8 promised.
9 did he say? 9 Q. - Okay.
10 A. It was a done deal. ° He told me the 10 A. - But -- but I will tell you this. I
11 deal with Bank of Montreal is a done 11 mean the -- from the time
deal, company we, they
12 they're going to raise $100 million for the 12 closed the APA with Wantickets, they went
13 IPO. 13 from having pretty much zero in revenue to
14 Q. ° I understand that, but then they 14 having all of the Wantickets revenue that we
15 filed an S1 stating they were going to raise 15 had.
16 100 million -- 16 So nothing -- made me see
nothing
17 A. ° Not only did he tell me, but he told 17 anything that the company would be lower in
18 my whole company that when he came to Los 18 value after the close of the APA, but the
- We had about
19 Angeles to make a presentation. 19 company ended up raising money with J&P
20 30 employees there in -
my conference room, and 20 securities. They ended up raising five times
21 he was very clear. - The was raising 21 less than and that
company they promised, they
22 $100 million, it's a done deal. And that was 22 and that confirmed. ° And
committed, they
23 it. 23 there was no reason for it to go down like
24 Q. Well, then what is wrong, though? 24 that, the valuation.
25 As you just said they filed an S1 seeking to 25 Q. - I want to back up.

Page 453 Page 455

1 Joseph Schnaier 1 Joseph Schnaier
2 raise $100 million and the marked conditions 2 A. All of that -- all of that --

3 and whatever happened did. - your answer

they Why did you 3 Q. That's to the question.
4 think Rob was misleading? What did he say to 4 Mr. Schnaier, you're beyond my question.
5 you to mislead you?· He said the Bank of 5 A. - All of that --

6 Montreal was going to do an IPO for them, 6 Q. - Mr. Schnaier, you're beyond my
7 Bank of Montreal was listed on the S1 for the 7 Hnn. - I let you go for like a half an
q
8 and it was at $100 million dollars. - So 8 hour.
IPO,
9 how did Rob Ellin or anyone at LiveXLive 9 The question is, you slid in there
10 mislead you about this? 10 that somehow Rob told you that Bank of
11 MR. WORTZEL: ° Objection. 11 Montreal was committed. ° Did Rob Ellin use
12 Mischaracterizes the claim and the 12 the word committed in discussing Bank of
13 testimony and the form. 13 Montreal and the IPO?
14 Q. ° You can answer. 14 A. - Yes. ° He said it was a done deal.
15 A. ° He told me they were going to 15 Q. - I didn't ask you if he said it was a
16 raise -- it was a done deal. ° were 16 done deal. - I asked you if he used the word
They
17 raising $100 million from Bank of Montreal, 17 committed?
18 it's done. - There was going to be 18 A. - He used he used done
committed, committed,
19 funds for Wantickets to grow our business. 19 deal. - There was never interpretation for
any
20 Not only did it not happen, no one said a 20 me to understand that it was anything less
21 word about it. It was silence for weeks, for 21 than it was a done deal and it was done.
22 months later. 22 Q. - In what way wasn't it a done deal?
23 They ended up raising, to the best 23 He filed the S1. ° You were getting into this
24 of my recollection, $20 million from another 24 the first day. In what way did Rob Ellin
25 smaller investment bank, and at a 300 percent 25 mislead you? ° There's always fakeries in the

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1 Joseph Schnaier 1 Joseph Schnaier
2 market. 2 successful as they hoped.
3 A. ° The way he misled was that the 3 I'm asking you, what did Rob say to
4 deal -- number one it never got done. - Number 4 you that would lead you to believe that it
5 two, not only did it not get done, but no one 5 was guaranteed that they were going to get
6 wanted to put money in at that valuation. 6 $100 million?
7 And number, three, the deal -- it was radio 7 A. - When someone tells me it's a done
8 silence for the next few months after that. 8 deal and they're raising $100 million in an
9 And they ended a deal that was five 9 I take it to mean what it means. ° It's a
up doing IPO,
10 times less than what they told everyone or 10 done deal, he said so.
11 told me at least, committed to me that that 11 Now, I've seen IPOs in the past that
12 was hapnening, and my company. And -- 12 sometimes, you know, it doesn't go up in
13 Q. ° But my point is, they intended it to 13 time, or they lower the price a little bit,
14 happen. ° filed the hired 14 ten 20 percent, maybe even 30
They S1, they percent,
15 hired correct? 15 percent. - I've never seen and I don't think
lawyers, they accountan+=.
16 A. I don't know what -- 16 anyone has ever seen a company that was
17 MR. WORTZEL: ° Hold on. 17 stating to say that committed and said to me
18 Objection. - Lack of personal 18 that were
they raising money at $5 a share,
19 knowledge. 19 which is a $500 million valuation, which I
20 A. I don't know if they intanaaa or 20 confirm with the CFO as well, and it ends up
21 didn't intend. - I'm you what was 21 out at five times less.
they telling coming
22 told to me. 22 I think they opened up at like $100
23 Q. ° So why do you -- 23 million dollar valuation. - And there was
24 A. ° And it was confirmed to me and told 24 nothing negative that they reported with the
25 to me that the deal with the Bank of Montreal 25 company. - It was radio silence for months

Page 457 Page 459

1 Joseph Schnaier 1 Joseph Schnaier
2 was done for $100 million and I went on that. 2 prior to that.
3 Q. ° But why did you take that to mean 3 Q. - Except for Wantickets --

4 that it was done in that Bank of Montreal was 4 A. - So, I mean, except for the
5 $100 mi l l inn to LiveXLive? · 5 Wantickets which had zero revenue
guarantying Why deal, they
6 did you take it to mean that other than Bank 6 going into it and they had, you know,
7 of Montreal was going to try to bring off an 7 millions of dollars in revenue after they
8 IPO? 8 closed it.
9 MR. WORTZEL: ° Objection. 9 Q. - So do you think Bank of Montreal
10 A. Becaume Rob told me so. ° And through 10 purposely overvalued LiveXLive at $500
11 extensive conversations with him, I was 11 million so Rob Ellin could mislead you and
12 always told that it was a done deal. - And 12 get Wantickets?
13 there was never any kind of, d«itewer you 13 MR. WORTZEL: ° Objection to
14 want to call it, best efforts or anything 14 form.
15 like that. 15 Q. - You can answer.
16 Q. You're not listening to my question, 16 MR. WORTZEL: ° Lack of personal
17 though. 17 knowledge.
18 Filing the S1 and organizing a road 18 A. - I don't know. - I'm not going to
19 show, and doing all those things, isn't that 19 spaM=+a.
20 what Rob could have meant when he said it's a 20 Q. - Do you think Bank of Montreal
21 done deal? - We're an IPO, we're 21 overvalued Wanti chen?
having hoping purposely
22 to get the best price we can. ° It was valued 22 MR. WORTZEL: ° Same objection.
23 by Bank of Montreal at 100 million or 23 A. I don't know. - I'm not going to
24 whatever it is and that's all a done deal. 24 spealate what Bank of Montreal thought.
25 And then they couldn't -- it wasn't as 25 Q. - Well Bank of Montreal, there was an

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1 Joseph Schnaier 1 Joseph Schnaier
2 S1 filed with Bank of Montreal's name on it 2 A. I'm sure I did, I just don't recall
3 valuing Wantickets at $500 million, correct? 3 it.
4 A. ° I can't -- I don't recall if Bank of 4 Q. Do you think that was a significant
5 Montreal did a valuation on LiveXLive. 5 part of the S1?
6 Q. ° No, you're the one that used 500 6 A. - I think that LiveXLive was -- waited
7 million because you said if they raise $100 7 to close the Wantickets acquisition to file
8 million at the offering that the 500 8 the S1.
9 million -- I'll ask it the other way. 9 Q. - But did the S1 break out the revenue
10 Was not an S1 filed soon after the 10 from Wantickets?
11 Wantickets acquisition in which Bank of 11 A. - I don't recall.
12 Montreal was the listed as the lead 12 Q. - But you were talking before that you
13 underwriter and they're stating they were 13 believed LiveXLive's S1 -- SEC filings were
14 raising $100 million? 14 misleading because they didn't break things
15 A. I don't know. - I was very 15 out.
16 suspicious. ° The whole was very 16 Do you know if broke out
thing they
17 suspicious. ° It wasn't transparent. - There 17 Wantickets' revenues?
18 was zero transparency. ° There was no 18 A. - I don't recall. I have to look
19 explanations. ° One minute the sent an 19 back.
company
20 e-mail saying they're going public, it's been 20 Q. - And did you look at any of that --

21 for se of transfer 21 -- --
delayed a day keca the any of Wantickets withdrawn any of
22 which 22 -- look
agent issues, was misleading and a lie. LiveXLive well, did you at any of
23 And the next minute you don't hear anything 23 LiveXLive's SEC filings before you closed on
24 until three months later when they raised $20 24 the APA in May of 2017?
25 million from another smaller bank. 25 A. - I believe I did.

Page 461 Page 463

1 Joseph Schnaier 1 Joseph Schnaier
2 MR. ISSER: - All right. ° Let's 2 Q. All right. And did they show
3 take a ten-minute break. ° We'll come 3 LiveXLive's assets and revenues and
4 back at 12:35. 4 liabilities?
5 MR. WORTZEL: ° Steve, before you 5 A. - I believe so.
6 go off --
well, we can go off the 6 Q. - And do you think those were
7 record. 7 misleading?
8 (Discussion held off the 8 A. - What specific ones are you talking
9 record.) 9 about?
10 MR. ISSER: - Why don't we take a 10 Q. - Well, you mentioned, I think
11 half hour for lunch. ° We'll come back 11 that there was a nightclub in
yesterday,
12 at 1:00. 12 London, and you think that's where the
13 (Whereupon, a brief lunchann 13 revenues came from.
14 recess was taken.) 14 Do you know when LiveXLive no longer
15 BY MR. ISSER: 15 owned that nightclub, Koko's?
16 Q. ° Mr. Rehnnior, did you read the S1 16 A. - I don't recall. It was a major
17 that was filed by LiveXLive, the first one? 17 lawsuit where, you know --
18 A. ° Did I read it? I believe I did. 18 Q. - I didn't ask you about a lawsuit.
19 Q. ° All right. - And did you see what it 19 Do you know if you had checked
20 said about Wantickets? 20 LiveXLive's SEC filings in 2017 before
21 A. I don't know what you're referring 21 signing the asset purchase agreement, would
22 to. 22 you have seen LiveXLive's avéñüco and assets
23 Q. When you read it, did you read the 23 without inclusion of Koko's?
24 portions of it that concern the Wantinkers 24 MR. WORTZEL: ° Objection to
25 acquisition? 25 form.

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2 A. I'm sure I would have if it was in 2 Q. Well, you're a veteran of the
3 there. 3 securities industry, correct?
4 Q. Did you? 4 MR. WURTZEL: ° Objection to
5 A. I don't recall. 5 form. Mischaracterization.
6 Q. Well, you allege that you didn't 6 Q. - Withdrawn.
7 know that LiveXLive had no revenues or 7 You've been in the securities
° Did follow
8 assets. you try to up on that by 8 industry for over 25 years, correct?
9 checking its SEC filings before the asset 9 A. - Roughly, yes.
10 purchase agreement was signed? 10 MR. WORTZEL: ° Objection.
11 A. I did look at their SEC filings. 11 Q. And you owned a broker/dealer branch
12 Q. Okay. ° So then you had known its 12 correct?
office,
13 assets and revenues, correct? 13 A. - Yes.
14 A. I don't recall what they were, but 14 Q. - And how many reverse mergers have
15 I'm sure I looked at it -- I 15 you done?
specifically,
16 don't know what you're asking me. 16 A. - Quite a few. ° A couple.

17 Q. When did you -- you know what, 17 Q. - So you have some expertise in
18 withdrawn. 18 evaluating S1s and Securities and Exchange
19 How many S1s did LiveXLive file 19 Commission filings and things like that,
20 before it went public? 20 correct?
21 A. ° How many S1s? 21 A. - If you want to call it that, I
22 Q. ° Before they had the offering, do you 22 mean --
23 know if it revised its S1? 23 Q. - Sir, open up tab 25, please.
24 A. I don't recall. 24 MR. ISSER: ° Please mark this.
25 Q. Do you know -- well, you've been in 25 (Whereupon, at this time, the

Page 465 Page 467

1 Joseph Schnaier 1 Joseph Schnaier
2 the -- did you read more than one S1 filed 2 reporter marked the above-mentioned
by
3 LiveXLive before the offering? 3 e-mail as Defendanis' Exhibit 25 for
4 A. I don't mueñuer if I did. 4 identification.)
5 Q. Do you know if BOM filed a second 5 BY MR. ISSER:
6 S1? 6 Q. - The first page is an e-mail from
7 A. To the best of my knowledge or 7 Tenia Mohammed to you and several others
8 recollection, I'm not sure. 8 dated February 2, 2016. I want to turn to
9 Q. And do you know if J&P, their 9 the next two pages.
10 underwriter that did the offering, filed an 10 This says, Letter of intent to
11 S1? 11 purchase Wantickets RDM LIC by Loton Corp.
12 A. ° Yes. ° But that would have been a 12 It is dated February 22, 2016.
13 year later. 13 Have you ever seen this document
14 Q. ° I didn't ask you that. ° Do you know 14 before?
15 if they filed an Sl? 15 A. - Hold on just one second.
16 A. I'm not sure. 16 (Witness peruses document.)
17 Q. Would it be unusual to file several 17 A. I believe so.
18 S1s? 18 Q. Is that your signature on the last
19 A. I'm can you repeat that?· You 19 page?
sorry,
20 broke up. 20 A. I believe so.
21 Q. Would it be unusual to file 21 Q. And now, it says 22nd --
February
22 different versions of an S1 before the actual 22 January is crossed out, and February is
23 offering? 23 written in. - And the you
cover, know, says,
24 A. ° I can't tell you. ° There's always 24 Please find attached Robert Ellin's
25 circumnranean that change. 25 signature, dated February 2, 2016.

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2 Do you see that? 2 A. In April?
3 A. No, I don't see that. 3 Q. Yes.
4 Q. No? ° All right. Anyway, did you 4 A. Yes, I think so. ° I wasn't privy to
5 have the to -- withdrawn. 5 that deal.
authority
6 You crossed out founder and CEO 6 Q. - So when the letter of intent was
7 where you signed and wrote president. - Were 7 signed in April with which we
Eventbrite,
8 you the president of Wantickets when this was 8 diacuaaad at the first day of deposition,
9 signed or were you already removed by the 9 were the Chehebars and Diego Carlin aware of
10 Chehebars from your management position? 10 this letter of intent with Wantickets?
11 A. ° No, I believe I was the president. 11 A. - This letter of intent with
12 Q. ° Did you have the authority to sign 12 Wantickets was not -- we put it on hold for a
13 this? 13 while.
14 A. ° I believe so. 14 Q. - I didn't ask you that. - I asked you
15 Q. Okay. - And did you tell the 15 when they signed the letter of intent with
16 Chehebars that you had signed the letter of 16 Eventbrite, were they aware that this letter
17 intent in of -- in of 17 of intent dated 2016 had been
February February 2016, February
18 did you tell the Chehebars that you had 18 signed?
19 signed a letter of intent for Wantickets to 19 A. - I don't know.
20 purchase -- withdram_ -- for LiveXLive to 20 Q. - Well, did you tell them?
21 purchase Wantickets? 21 A. - When was -- I spoke to the Chehebars
22 A. I don't recall the specific time, 22 about it.
23 but I, yes, I believe I spoke to them. I 23 Q. - When?
24 spoke to at least -- at least one or two of 24 A. - When we did it.
25 them. 25 Q. - What does that mean when we did it?

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. So they knew in of 2016 2 A. Sometime in --
February
3 that a letter of intent for $25 million in 3 Q. Withdrawn.
4 ennaidoration had been signed with 4 A. Sometime in February.
5 Wantickets? 5 Q. All right. And did you show them
6 A. ° They knew about it. °
They just -- it 6 this letter of intent?
7 was -- it never hap=nad though. ° The 7 A. - I believe so. ° I mean, to the best
8 actual -- the letter of intent that was 8 of my recollection, yes. - Why wouldn't I?
9 executed was the one in July. This one 9 Q. - And did you show it to Jojo
10 wasn't executed. 10 Chehebar?
11 Q. This one wasn't executed, I don't 11 A. - Possibly, I don't recall.
12 understand. If I look at the last page -- 12 Q. - And why was this deal put on hold?
13 A. I mean, not, I take that back, not 13 A. - Because we weren't ready to do
14 that it wasn't signed, I meant evar¬*ad as 14 anything and I don't think LiveX was ready as
15 though it wasn't the deal was put on 15 well. - like I this 10I was really
ready, And, said,
16 hold. 16 just put on the side and the real LOI was in
17 Q. - When was it put on hold? 17 July when we nemmrintad the real deal.
18 A. ° Roughly around this time. - We had a 18 Q. - When was it decided to put on hold?
19 disagretsuent with the family and then maybe a 19 A. - Probably within days of this, if
20 few months later I ended them out. 20 I -- to the best of ° I don't
up buying my recollection.
21 Q. Well, a few months later, let's be 21 really recall.
22 clear. This is signed in February of 2016 22 Q. - Well, when you signed this letter of
23 and Eventbrite offered Wantickets $4 million 23 which is exhibit -- what exhibit is
intent,
24 and they signed a letter of intent for it in 24 it, by the way?
25 April of 2016, correct? 25 THE REPORTER: ° Tab 25 is

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1 Joseph Schnaier 1 Joseph Schnaier
2 Exhibit 25. 2 I want to understand, when you
3 Q. So this Exhibit 25, when you signed 3 signed Exhibit 25 as the president of
4 it, did you intend to go forward with it? 4 Wantickets, you knew it wasn't going to be
5 A. I would have liked to. 5 the real letter of intent at the time you
6 Q. Well, all those meetings we were 6 signed it?
7 a coing
-- that we were discussing before 7 A. - I didn't say that.
8 and all those staramonts that took place in 8 Q. - Okay. ° I just want to be clear. ° So

9 July of 2016, you agree you couldn't have 9 when you signed this, you thought this was
10 been relying on the things said at those 10 going to be the transaction that would close,
11 meetings when you signed Exhibit 25, the 11 correct?
12 letter of intent in February 2016? 12 A. - In the beginning, yes, and then we
13 A. ° I'm looking -- 13 both myself and Robert --
Well, relied, parties,
14 Q. ° Let me finish. 14 Q. - I'm not you what happened.
asking
15 When you signed the February 2016 15 A. - Can you stop interrupting me? It's
16 letter of intent, you couldn't have been 16 very unprofessional.
17 relying on things that would take place after 17 MR. WORTZEL: ° Let him finish.
18 you signed this document, correct? 18 Q. It was a yes or no question.
19 A. ° Of course not after. ° But I'm 19 A. You're mnatantly interrupting me.
20 looking, this is probably a better deal than 20 MR. WORTZEL: - What was the
21 I got in July. 21 question? I'm asking the court
22 Q. ° That's fantastic. °
Putting that 22 repori.er to read back the question.
23 aside, Mr. CrhM ar, when you made that 23 (Whereupon, at this time, the requested
24 decision for Wantickets to be acquired by 24 portion was read by the
reporter.)
25 LiveXLive, that was before all of the 25 MR. WORTZEL: ° Okay. - That's --

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1 Joseph Schnaier 1 Joseph Schnaier
2 discussions that we've been talking about 2 MR. ISSER: ° Josh, shut up. ° If
3 that occurred in July of 2016, correct? 3 you want to object to the question,
4 A. ° I wouldn't say that. 4 go ahead. ° You listened to the
5 Q. So when you signed in of 5 question --
February
6 2016, you were relying on discussions that 6 MR. WORTZEL: ° Excuse me, let
7 took place in of 2016? 7 him answer the question. - And ask
July
8 A. ° I didn't say that either. 8 better questions if you're not
9 Q. Well, when you signed the letter of 9 satisfied with the answer.
10 intent in February of 2016, you had made a 10 MR. ISSER: ° I think that's a
11 decision that Wantickets should be acquired 11 fine question, that's exactly the
12 by LiveXLive for $25 million based on $5 per 12 question I asked.
13 share, based on this letter of intent, 13 MR. WORTZEL: - That's good.
14 correct? 14 MR. ISSER: ° It doesn't get into
15 A. ° They were material information and 15 what him and Rob decided on
16 discussions that I had with Rob prior to this 16 afterwards.
17 date, and a lot of those discussions were 17 MR. WORTZEL: - The witness will
18 part of the reasons we were at this. 18 answer the question. - If you're
looking
19 But like I said, this LOI never really 19 unhappy with the answers then ask
20 materialized. 20 better questions.
21 Q. I understand that, but I'm talking 21 MR. ISSER: - I'm happy with the
22 about -- I didn't ask you if it materiMimi 22 answer --

23 I'm interrupting you, Mr. Schnaier, because 23 MR. WORTZEL: ° Go to the Court,
24 I'm finishing and I want you to just answer 24 okay?
25 finish your ° Don't
my questions. 25 Joe, answer.

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1 Joseph Schnaier 1 Joseph Schnaier
2 answer anything beyond what the 2 customers .
3 question asks. - Finish your answer 3 Q. - Between you and Rob, what do you
4 and let's move on. 4 think in July of 2016 when you signed Exhibit
5 BY MR. ISSER: 5 23, what do you think the value of Wantickets
6 Q. Go ahead. 6 was?
7 I lost - What MR. WORTZEL: ° Objection. ° Lack
A. my train of thought. 7
8 was the question again? 8 of personal knowledge.
9 Q. I got my answer, I'm moving on. 9 A. - Our agreement was a purchase price
10 Now, explain to me how you could 10 of $29.
11 rely on things that were said in July after 11 Q. - And what do you think it was worth,
12 this letter of intent was signed when you 12 Wantickets?
13 signed the -- withdrawn. 13 A. - It was worth $20 million; Rob
14 How did you and Rob determine in 14 agreed.
15 this letter of intent for February, it's $25 15 Q. - Now, when Rob agreed to pay $20
16 million in consideration, and in the letter 16 million, was he aware that Eventbrite had
17 of intent that was signed in July, it's $20 17 offered only $4 million in 2016?
18 million in consideration, correct? 18 MR. WORTZEL: ° Objection. ° Lack

19 A. ° It appears so. 19 of personal knowledge.

20 Q. What did you and Rob say to each 20 Q. - Withdrawn.
21 other about the value of Wantickets? 21 Did you inform Rob that Eventbrite
22 MR. WORTZEL: ° Objection to 22 had offered $4 million for Wantickets in
23 form. 23 April of 2016?
24 Q. ° You could answer. 24 MR. WORTZEL: ° Objection to
25 A. I'm at it. ° It looks like it 25 form.
looking

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1 Joseph Schnaier 1 Joseph Schnaier
2 says $25 million, but it also says at $5 per 2 A. I wasn't informed. - I wasn ' t

3 share as well. That's the same one as the 3 involved. - I didn't know anything about
4 other one, correct? 4 Eventbrite's offer.
5 Q. ° Did you and Rob determine there 5 Q. - Now, the letter of intent that's
6 would be $25 million in February? ° You 6 Exhibit dated that was
23, July 19, 2016,
7 determined $25 mi11inn would be in 7 supposed to close by October 31, 2016,
8 consideration for Wantickets according to the 8 correct?
9 February letter of intent, correct? 9 A. - It appears so.
10 A. ° It appears so. 10 Q. - And was that extended?
11 Q. ° And the consideration in tab 24, 11 A. - I believe we did -- we wrote in an
12 which is Exhibit 23, was $20 million in 12 extension.
13 consideration, correct? 13 Q. - Now, if you look at paragraph 67 of
14 A. ° It appears so. 14 the complaint, that's Exhibit 2.
15 Q. Okay. ° So consideration A. - I'm sorry,
why did the 15 where is that?
16 go down $5 million between February and July? 16 Q. - Exhibit 2, paragraph 67.
17 A. ° To the best of my
--
well, both 17 A. - Okay.
18 prices were negotiated between me and Rob and 18 Q. - It says, Mr. Ellin also demanded
19 agreed to. I believe in the first one, there 19 that Mr. Schnaier pay for Loton to audit
20 was probably some clients that Wantickets 20 Wantickets, again, telling Mr. Schnaier that
21 had, to the best of my recollection, that we 21 this was necessary to get the deal done. So
22 didn't have when it came to the 22 on September 2016 in response to Ellin 's
signing 15,
23 second one. - I know that after I was -- I 23 Wantickets sent $75,000 to LiveXLive
demand,
24 left for a short while, the people that were 24 for the audit and on October 28, 2016, also
25 running it were Diego and Barak lost some 25 in response to Ellin's demands sent another

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1 Joseph Schnaier 1 Joseph Schnaier
2 $50,000, and then months later Ellin and 2 me -- he -- instead of paying me back, he
3 LiveXLive Media purported to give WantMCS 3 offered me more stock in warrants for the
4 Holdings 75,000 shares for paying for this 4 money for the audit.
5 audit, but Mr. Schnaier later learned that 5 Q. - And you received 75,000 more shares
6 less than 50,000 of this money ever went to 6 in LiveXLive, correct?
7 the auditors and Ellin stole the rest. 7 A. - I believe so.
8 What did Rob say to you exactly 8 Q. - All right. °
Now, didn't Rob -- turn
9 mncarning money that Wantickets paid to the 9 to tab 26, please.
10 audit? 10 MR. ISSER: ° Mark it, please.
11 A. ° He asked that Wantickets pay for the 11 (Whereupon, at this time, the
12 audit which is really unconventional but he 12 reporter marked the
above-mentioned
13 asked. 13 e-mail dated 8/23/2016 as Defendants'
14 Q. ° And what did he tell you the audit 14 Exhibit 26 for identification.)
15 would cost? 15 BY MR. ISSER:
16 A. ° The audit was going to cost whatever 16 Q. - It's an e-mail on the top from you
17 we paid him, the 75,000, and then another 17 to, it looks like Rob, dated August 23rd, but
18 50,000. 18 the second e-mail is, it states, Assuming you
19 Q. ° And now, why isn't this in the 19 wanted from -- from Rob to you -- Assuming
20 letter of intent that you paid for the 20 you wanted to try and close, need wire today
21 audit -- withdrawn. 21 for 75K for lawyers and accountants to start
22 MR. WURTZEL: ° Objection. 22 does and audit.
23 Q. Withdrawn. 23 Do you see that?
24 Now, you claim that Wantickets paid 24 A. Right.
25 75,000 on September 15th and 50,000 on 25 Q. Here isn't Rob tolling you that the

Page 481 Page 483

1 Joseph Schnaier 1 Joseph Schnaier
2 October 20th. ° You're these are for 2 is not just for the it's for the
claiming money audit,
3 the audit? 3 lawyers also, correct?
4 A. ° I believe so. 4 A. - It appears so.
5 Q. ° But didn't you get stock in 5 Q. - Do you know if Rob gave up the money
6 exchange -- in Wantickets for these payments? 6 you claim you gave Rob in the complaints for
7 A. ° Well, what happened was, after a few 7 the audit, is it possible that money went to
8 months of going through the audit with the 8 the lawyers?
9 auditors, I was notified by Richard Blakeley, 9 A. - He told me it was going to go to the
10 he received an e-mail from & Company 10 audit. - He told me it was for the audit. I
Weinberg
11 which performed the that LiveXLive or 11 was notified it wasn't paid. - I don't know
audit,
12 Rob Ellin didn't pay the bill. 12 anything else.
13 So when that -- when Richard called 13 Q. - Well, here he's telling you it's
14 me, we didn't know what that was all about 14 needed for the lawyers and the accentants
15 and he asked me about it, and I said, I don't 15 for the audit and the does, correct?
16 I'll find out. - And I spoke to Rob and 16 A. - This was prior to me senMng it.
know,
17 he said that it was an error, and that he did 17 Q. - Right, he told you -- withdrawn.
18 the bill and he needed -- I think he 18 He told you he needed for the
pay money
19 needed another 50,000 on top of the 75. 19 lawyers and the accountants and in the
20 And that later he was supposed to 20 complaint you just said it's for the audit,
21 ° I was 21
pay me back. going to get reimbursed correct?
22 for that but then he offered -- he 22 A.- Yes.° Because I was under the
money,
23 said, I'll just give you shares and give you 23 assumption after conversations with him that
24 extra warrants which would have worked out 24 I mean, I wasn't paying for his attorney, and
25 better if the stock was fine. ° But he gave 25 he said it was for the audit. - We have to
pay

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.1 - - -.......Joseph Schnaier .1..... - - - ..Joseph Schnaier
.2- - for the audit. .2 . . . . . - I want to talk about how many
.3 - - - . Q.. All right. - I want you to pull up .3 . . shares — I want to confirm some numbers.
.4 - - Exhibit 4 — tab 4. - I'm sorry, I don't know .4 . . You received 375 shares for your $1.25
.5 - - what we marked it as. .5 . . million inv~~t~nt .
250, 000 plus warrants of
.6.. - . A.. Tab 4? .6 .. right?
125,000,
.7- - - . Q.. Yes. .7 . . . . A. - I'm not sure.. I don't have it on me
.8 - - - . . . . .MR. WURTZEL: . Is it tab 4 or .8 . . right here.
.9- - - ..tab 04? .9.... Q. - You don't remember.
10- - -.....MR. ISSER: - I'm to 10 . . . . . - I just want to be clear about
trying this,
11 - - - . .figure it out. 11 . . Rob Ellin destroyed your life, this is a
12 - - - . . . . .MR. WURTZEL: . The subscription 12 . .
lawsuit, all this experience you have, and
13 - - - . .agreement. 13 . . you' re not as you sit here how
sure, today,
14 - - - . . . . .MR. ISSER: - I want the 14 . .
many shares you received for your 1.25
15 - - - .
.interrogatory
response.. Make it tab 15 . . million investment?
16- - - ..3. 16..... - - -MR. WURTZEL: . Objection.

17 ..BY MR. ISSER: 17.... A.- I had—

18 - - - . Q.. I want you to look at interrogatory 18 . . . . . - - -MR. WURTZEL: . Hold
on, stop.
19 - - number 4.. It says the question, Describe 19 . . . . .Objection to form.
20 - - with specificity and provide an itemized 20 . . . . Q. - You could — that could be true.
21 - - c~ tation of each category and damages. 21 . . . . A. - I am — I got shares a few different
22 - - And if you look it says, for numbers one and 22 . . times so I don' t,
you know, I don't know
23 - - two less the amount Wantickets Hol<' ngs got 23 . .
specifically what you' re referring to.
24 - - in sales of the shares it got from this 24 . . . . Q. - How
many total shares did you
25 - - investment. 25 . . receive from Wantickets — withdrawn.

Page 485 Page 487

.1 - - -.......Joseph Schnaier .1..... - - - ..Joseph Schnaier
.2 - - - . . . I'm
sorry, hold on.. Do you see .2 . . . . . - Let's assume that you got 375,000
.3 - - where it says on number one, fraudulent .3 . . shares for your 1.25 million investment.. Is
.4 - - inducement for 2016, $1.25 million .4 . . there a two-for-one split in 2016 for those
.5 - - investment? . It
says, claimant suffered .5 .. shares?
.6- - damages of — I'm — withdrawn. .6 . . . . A. - To the best of
sorry my recollection,
.7 - - - . . . Number
two, fraudulent inducement .7 .. there may have been.
.8 - - for 2017 Wantickets asset sale.. Plaintiff .8 . . . . Q. - So then you would have 750,000
.9 - - suffered damages of $12 million which was the .9 . . shares for the 1.25 million investment,
10 - - value of Wantickets' assets sold to 10 . . correct?

11 - - LiveXLive. 11.... A. - If that's the case, then those

12- - -... Do you see that? 12 .. numbers make sense.
13 - - - . A.. No.. But you can keep going. 13 . . . . Q. - And you received
75, 000 shares in
14 - - - . Q.. Then in the original complaint which 14 . . the fall of 2016, we just discussed that,
15 - - we pulled up, in paragraph 146, you say,
15. . right?

16 - - Wantickets is worth 100 — is $10 million. 16 . . . . A. - Okay.

17 - - I'm just curious, why in the original 17 . . . . Q. -

Now, the total shares you have are
18 - - co laint you allege Wantickets was 10 18 . . for your investment not counting the APA
19 - - million, and in
interrogatory the
you allege 19 . . after the forward split would have been
20 - - that it's 14 million — 12
million, sorry? 20 . .
825,000, correct?
21 - - - . A.. I don't see what you' re looking at. 21 . . A. If those are the correct.
numbers,
22 - - But I don't see — is there a valuation that 22 . . . . Q. - Then there was a reverse
23 - - you' re me I said Wantickets— 23 . . one-for-three split in October of
telling 2017,
24 - - - . Q.. If you look at number two — you 24 . . correct?

25 - - know what, let's move on. 25 . . . . A. - Sounds right.

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2 Q. And that's -- so then that would be 2 Do you remember as you sit here
3 275,000 based on cash payments or -- 3 how many shares you owned in LiveXLive
shares, today
4 based on cash payments, correct? 4 before you started selling shares?
5 A. If you divide it by three, 825, it 5 A. - I had 1.8 million on the acquisition
6 sounds correct. 6 and I believe I had about roughly 800,000
7 Q. And you received 1,800,000 7 from the -- on another set.
shares,
8 your company did, from the asset purchase 8 Q. - So you think when you started
9 correct?· 200,000 shares went to 9 shares you had over 1.8 million?
agreement, selling
10 the Chehebars? 10 A. - I had 1.8 for the acquisition. ° Plus

11 A. ° Correct. 11 another 800 -- I would say roughly 2 and a

12 Q. ° All right. - Do you know how much 12 half millinn shares, give or take.
13 those shares were worth at the time you 13 Q. - Really? So when you first started
14 received them? 14 selling your shares, you had over 2 million
15 A. ° They were supposed to be worth close 15 shares?
16 to $10 million. 16 A. - I just told you, I had 1.8 million
17 Q. ° And with the reverse split, this 17 shares that I got for the acquisition and
18 becomes 600,000shares, correct? 18 then I had roughly 800,000, give or take,
19 A. ° Yes. ° They were cut by probably 3 or 19 maybe a little more for the other stuff.
20 400 percent for no reason. 20 Q. - But there were splits and reverse
21 Q. ° All right. - But I'm just asking how 21 splits. - I'm
asking you when all that was
22 - So that if 22 - But go with your
many shares you had. means you done. that's fine, let's
23 add all up these numbers before you started 23 numbers.
24 you had 875,000 shares 24 have you sold all of -- some of
selling shares, Now,
25 between the companies you controlled and 25 those shares were owned by Danco and some

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1 Joseph Schnaier 1 Joseph Schnaier
2 Wantickets; is that correct? 2 were owned by WantMCS, correct?
3 A. It sounds close, I guess so. 3 A. - Correct.
4 Q. I just want to be clear. 4 Q. - How many of the shares that were
5 A. I would have to calculate the 5 held by Danco and WantMCS were sold?
6 numbers, offhand it sounds right. 6 A. - All of them.
7 Q. Just to be clear, off the top of 7 Q. - All of them have sold.
8 your head in this very important lawsuit to 8 Have you sold them in a lump sum or
9 the guy who you say ruined your life and 9 did you sell them in different sales over
10 you're a securities guy by experience, you 10 time?
11 don't know off the top of your head how many 11 A. - They were sold in different sales.
12 total shares were in your portfolio for 12 Q. - Why did you do it that way inarw
13 LiveXLive before you started selling 13 of as a lump sum?
14 LiveXLive shares; is that fair, as you sit 14 A. - I don't know. ° That's how the
15 here? 15 brokers did it.
16 MR. WORTZEL: ° Objection to 16 Q. - All right. ° Did you give any shares
17 form. 17 away?
18 Q. ° You can answer. 18 A. - Not give, but I had to allocate a
19 A. I don't know what your qmation was. 19 few different shares.
20 Q. Yes, you do. 20 Q. - Other than on the public market, did
21 MR. WORTZEL: Why don't you ask 21 you sell some of the shares on the public
22 the question without the lead-up. 22 markets?
23 Q. ° Do you remember as you sit here 23 A. - Yes.
24 today how many shares you owned in -- 24 Q. - And did you sell any
-- did you
25 withdrawn. 25 transfer any shares privately?

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Yes . 2 it should be accurate. - I guess I'm
stock,
3 Q. Not on the public market? 3 surprised you don't know --
4 A. Yes. 4 A. - Where do you see that?
5 Q. Who did you transfer shares to 5 Q. - I'm going to find it for you right
6 privately and how many shares to each? 6 now. ° It might be sales penMng, hang on.
7 A. ° I transferred, Gold Eagle got shares 7 This is probably going to take a long time
8 in the company and Drovah got shares in the 8 but go to page 44 of 74. ° It says trades
9 company. 9 pending settlement.
10 Q. Anyone else transferred to 10 A. - Okay. ° What about it?
11 privately? 11 Q. - Do you know if those -- do you know
12 A. I don't recall anyone else. 12 if those sales went through?
13 Q. All right, we'll get to that. 13 A. - If it says pending settlement,
14 I want you to look at tab 79, the 14 usually when you sell shares there's a
15 Fidelity document you próduced. 15 process in which stock takes a settlement.
16 Do you recognize it? 16 Q. - I understand.
17 MR. ISSER: - Please mark it, 17 Do you know if that all got
18 Michelle. 18 finalized?- When it says trades pending
19 (Whereupon, at this time, the 19 settlement, do you know if those sales were
20 reporter marked the above-mentioned 20 finalized?
21 Fidelity investment report as 21 A. - I don't know, I have to look. ° What

22 Defendants' Exhibit 27 for 22 page are you at?

looking
23 identification.) 23 Q. - 44 of the PDF.
24 BY MR. ISSER: 24 MR. WORTZEL: ° It's Bates
25 Q. ° Do you reemni m this document? 25 stamped P 7295 at the bottom right.

Page 493 Page 495

1 Joseph Schnaier 1 Joseph Schnaier
2 A. Yes. 2 A. 44?- I'm on 44. - What am I
Okay,
3 Q. This is an accomt of yours from 3 looking at?
4 which LiveXLive Media shares were held, 4 Q. - Trades pending settlement. ° Do you

5 correct? 5 see that?· And it says LiveXLive underneath

6 A. ° Yes. 6 it.
7 Q. And now, whose accomt is this?· Is 7 A. - Trades sor t l amont, I see it.
pending
8 this for the shares from the asset purchase 8 Q. - Excellent. So do you know if that
9 agreement or the shares for cash? 9 trade, the one that says LiveXLive Media,
10 A. ° I believe it was the shares for 10 Inc., and it says quantity negative 69,000
11 cash. 11 price $4 and .04010, amount, 245.78.
12 MR. WORTZEL: ° I'm sorry, what 12 Do you know if that trade was
13 tab was this? 13 finalized?
14 MR. ISSER: - 79. 14 A. - I don't know. ° It looks like it. I
15 Q. Now, if I add up all of the LXL 15 don't know offhand.
16 entries and totals, will that give you all 16 Q. - If we add up all the amounts for
17 the shares sold and price received for all 17 LiveXLive, including the ones that say trades
18 the LiveXLive shares in this account? 18 the amount is 1,014,403.70. ° Does
pending,
19 A. I don't know. - I haven't added it up 19 that sound right to you?
20 but it looks like it. 20 A. - Give or take, yes.
21 Q. ° And do you know, there's some points 21 Q. - And the sole shares sold inclu&ng
22 that say shares pandng, do you know what 22 trades pending is 247,373; does that sound
23 that means? 23 right to you?
24 A. ° No, I don't. 24 A. - I don't know. ° If you say so.
25 Q. It ' s your statement, you're selling 25 Q. - Well, WantMCS received 275,000

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FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 shares? 2 shares, Danco received 600,000 shares after
3 A. ° Right. 3 accounting for the split, correct?
4 Q. ° It would have to be the difference 4 A. - Yes, that's correct. -
Well, it was
5 between 247,343 and this 275,000? 5 1.8 million, and then there was a
6 A. I don't know. 6 three-for-one stock split, so, yes.
7 Q. Do you still have those shares? 7 Q. - So in other words, Danco récéivéd
8 A. No. 8 600,000 shares when you started selling
9 Q. Look at tab 80. 9 shares, correct?
10 A. Tab what? 10 A. - I believe so.
11 Q. 80. 11 Q. - Okay. ° So do you know where the
12 MR. ISSER: - This is, for the 12 extra --
whatever, you know, if you do the
13 an account statement for 13 it's 173,000 -- 187
record, math, approximately
14 Danco Enterprises LLC for Aegis, 14 shares short, 187,000 shares short from what
15 A-E-G-I-S. 15 was sold and what was held, correct?
16 (Whereupon, at this time, the 16 A. - Yes.
17 reporter marked the above-mentioned 17 MR. ISSER: ° We request
18 account statement as Defendants' 18 documents concerning transfer of any
19 Exhibit 28 for identification.) 19 missing shares.
20 BY MR. ISSER: 20 Q. - Turn to tab 81, please.
21 Q. ° Do you recognize this document, Mr. 21 A. - I know where they went.
22 Schnaier? 22 Q. - All right, we'll get there. ° Turn to
23 A. ° Yes. 23 tab 81, please.
24 Q. ° Is this the shares held by Danco 24 (Whereupon, at this time, the
25 from LiveXLive? 25 reporter marked the above-mentioned

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Yes. 2 trades document as Dafonannes'
3 Q. Now, other than this account for 3 Exhibit 29 for identification.)
4 Aegis and the Fidelity account aratamants, 4 BY MR. ISSER:
5 were there any other noommN in which shares 5 Q. - For the record, this is a list of,
6 your companies or you received from LiveXLive 6 it says trade dates, action, quantity,
7 were held? 7 description. It's listed as P 24887 through
8 A. I don't believe so. 8 P 24889.
9 Q. All right. - So this if 9 Do you know what this -- do you
now, account,
10 you look at this -- this is I take 10 recognize this document?
for, it,
11 the shares you received from the APA, the 11 A. - No.
12 Danco shares that were received from the 12 Q. - Do you know if these --
they seem to
13 asset purchase agreement, correct? 13 be trades by LiveXLive stock, correct?
14 A. ° Correct. 14 A. - It looks like it, yes.
15 Q. And, again, if we total up the 15 Q. - Do you know if these are part of the
16 shares sold and the amounts sold we should 16 Aegis settlement -- Aegis araromant?
17 get the total amount of shares held and the 17 A. - I can't tell from this.
18 total amount sold, correct? 18 Q. - Let's look at tab 82.
19 A. ° I guess so. 19 MR. ISSER: ° For the record,
20 Q. According to this the total amount 20 this is PDF 24890 to 24891. And it
21 is $1,487,407. ° Does that sound like the 21 says portfolio tax lots printable
22 amount of money you received for the Danco 22 report.
23 shares held in this account when it sold? 23 (Whereupon, at this time, the
24 A. ° It appears so. 24 reporter marked the above-mentioned
25 Q. And the total shares of 413,333 25 tax lot printable report as

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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2 Defendants' Exhibit 30 for 2 of games with Computershare.
3 identification.) 3 Q. - I didn't ask you that. - This is in
4 BY MR. ISSER: 4 2019. - I didn't ask you what -- I asked you
5 Q. ° Have you ever seen this document? 5 about these shares.
6 A. I don't recall. 6 A. - I'm trying to answer your question,
7 Q. Do you know what this document is? 7 sir. ° LiveXLive and Rob Ellin played a lot of
8 A. I don't recall. It looks like a tax 8 games with C~nnutershare. - I found out later
9 document. I don't recall seeing this. 9 they didn't do a lot of other people, but
10 Q. ° Now, on tab 81 and tab 82, are these 10 they restricted our shares and wouldn't let
11 additional trades of LXL stock or are these 11 it -- and they wouldn't take off the
12 summaries of trades that appear on the 12 restriction.
13 Fidelity statement we previously diamanam 13 So, I mean, we had to go to court
14 A. ° I couldn't tell you, I'm not sure. 14 and we had a rough time getting our shares
15 Q. ° This is your noomw we're talking 15 unrestricted because of the games that they
16 about, correct? 16 were playing with us. ° So, I mean, there
17 MR. WORTZEL: ° Objection. 17 could be different shares. - I couldn't tell
18 Mischaracterizes the testimony. 18 you when these were, you know, if there was
19 Q. Is this your account we're talking 19 a --
20 about? 20 Q. - So you don't know how many shares.
21 MR. ISSER: - I'll ask him. 21 Okay.
22 --
A. It doesn't say my name on this 22 Now, so as I said, we're missing
23 document but it appears. 23 if you add up these shares it's 660,706
24 Q. your company. ° Is this the 24 shares of the 875,000 received?
Well,
25 account of your companies? 25 So pull up tab 61, please.

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. I don't see the company name on it 2 MR. ISSER: ° Mark it, please.
3 as well, but it appears, you know. ° Just by 3 (Whereupon, at this time, the
4 looking at it, I can't tell. 4 reporter marked the above-manHnnad

5 Q. Well,
looking at 81, it concerns 5 letter dated 8/22/2017 as D±ninta'
6 trades made in -- it says trade date July 17, 6 Exhibit 61 for identification.)
7 2019. ° Is the first one -- and these are all 7 BY MR. ISSER:
8 from 2019. ° Do you see that? 8 Q. - This is a collection of different
9 A. ° Am I going to another exhibit? 9 documents as identified for the court. ° The

10 Q. ° No, we're on tab 81. 10 first one is P 8564.

11 A. ° Oh, I was on 82. Okay. 11 Do you recognize this document?
12 Q. ° You see that it says trade date in 12 It's a letter from you to Bo Dietl and Drovah
13 2019? 13 Properties, correct?
14 A. Uh-huh. 14 A. - It appears so.
15 Q. Were you still trading LiveXLive 15 Q. - And it says, As per our agreement,
16 stock in 2019? 16 please be advised the shares being
17 A. ° It appears so. 17 transferred to you have a two-year lockup on
18 Q. Are the trades reflected on Exhibit 18 them, correct?
19 81 in addition to the trades reflected on 79 19 A. - It appears so, yes.
20 and 80? 20 Q. - And then it says dated August 22,
21 A. ° I can't tell -- I couldn't tell you, 21 2017, correct?
22 I'm not sure. 22 A. - Yes, it is.
23 Q. ° Okay. 23 Q. - All right. ° How
many shares did you
24 A. ° It's possible -- it's possible, you 24 transfer to Bo Dietl?
25 know. ° LiveXLive and Rob Ellin played a lot 25 A. - I don't recall the exact number.

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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2 Q. Are you aware your attorney is 2 Wantickets owners have from the sale.
3 that part of your damages is -- part 3 So I'm in order to
claiming asking you,
4 of the way to r=lr¬'late your damages is how 4 determine the sale value of your stock, don ' t
5 much you received in shares. ° Are you aware 5 we need to know how many shares you provided
6 of that? 6 to Bo Dietl?
7 A. ° Yes. 7 A. - I guess so.
8 MR. WURTZEL: ° Objection. ° Hold 8 MR. ISSER: ° We call for
9 on. Objection, stop, stop. 9 production of all documents
10 MR. ISSER: - Withdrawn. 10 concerning the transfer of shares to
11 MR. WORTZEL: ° Wait, objection. 11 Bo Dietl.
12 You're withdrawing the question? 12 Q. - Why did you transfer shares to Bo
13 MR. ISSER: - Yes. ° You want to 13 Dietl?
14 in ° Fine. 14 MR. WORTZEL: ° Hold
do it the complaint? on, we'll
15 Q. ° Let's turn -- 15 take it under advisement. - And I

16 MR. WORTZEL: ° No, well, that 16 believe those documents have been
17 wasn't my objection. 17 produced and were used as exhibits in
18 MR. ISSER: - All right. ° What's 18 the Dietl deposition. - We'll take it
19 your objection? 19 under advisement.
20 MR. WORTZEL: ° Well, my 20 Q. - Why did you provide Bo Dietl shares?
21 objection was to form. ° But also I 21 A. - He consulted with me and made a lot
22 was going to instruct the witness to 22 of introductions with me when I was with
23 the extent that he acknowledged -- to 23 Wantickets.
24 the extent that his answer is based 24 Q. - And how do you value the shares you
25 on information -- 25 provided to Bo Dietl?

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR. ISSER: - All right, I'm 2 A. How do I value it?
3 to rephrase it. ° I got 3 Q. Yes. ° How do you dorarmine it; if I
going Josh,
4 your objection. 4 asked you how much you money you received
5 MR. WURTZEL: ° Just ask it in a 5 from all the shares you received in
6 -- -- withdrawn -- in how
way that excludes 6 Wantickets LiveXLive,
7 BY MR. ISSER: 7 would you value the -- did you give 110,000
8 Q. Are you aware that it is alleged in 8 shares to Bo Dietl?
9 your complaint that in order to calculate the 9 A. - I don't reun-miuer the exact amount, I
10 damages you suffered, part of that 10 can look.
11 calculation concerns how much money you 11 Q. - Of course you don't. - But how
12 received for the LiveXLive shares you sold, 12 much -- how would you determine the value of
13 are you aware of that? 13 the shares you provided to Bo Dietl? ° Did you
14 A. ° I'm not understanding what you're 14 and Bo discuss how much they were?
15 asking me, if I'm aware of it. 15 A. - Yes. ° I told him whatever Rob told
16 Q. ° Let's look at the -- the second 16 me they were worth. °
They were worth whatever
17 cause of action is fr=dmont inducement for 17 we agreed to, the price of the shares that I
18 the asset purchase agreement. - And you write 18 got them for. Whatever I paid for them is
19 in paragraph 152, As a result, Mr. Schnaier 19 what they were valued at.
20 suffered damages for an amount to be 20 Q. - Were the shares provided to Bo
21 determined at trial, but no less than 21 Dietl, were they from Danco or were they from
22 $10,153,631, against all these defendants on 22 WantMCS?
23 a joint several basis, which was the value of 23 A. - I believe they were from Danco, but
24 Wantickets assets of the time of the APA, 10 24 I could be wrong.
25 million minus the current value of the shares 25 Q. - And you transferred them to him --

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(877) 479-2484
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2 this letter is dated August 22, 2017, 2 valued, I believe, roughly over a million
3 correct? 3 dollars. - And if you do the numbers at $5 a
4 A. ° Yes. 4 share they were valued over a million
5 Q. ° Do you remember if you signed a 5 dollars.
6 lock-up agreement in which transferring the 6 Q. - So you owed money to Drovah,
7 shares Danco received was prohibited? 7 correct?
8 A. ° I don't remember that. ° I mueuiuer 8 A. - Yeah, we had a loan agreement.
9 the lock-up agreement was prior to me 9 Q. - Right. And you gave them these
10 the shares. - It was -- I had a 10 shares as prepayment of the correct?
receiving loan,
11 whole conversation, extensive conversation 11 A. - It was part of it, yes.
12 with Rob Ellin about it, and he told me that 12 Q. - Did it pay the loan off in full?
13 the two-year lock-up which sounded like a 13 A. - No.
14 long time to me was based on Bank of Montreal 14 Q. - And so what was -- you valued the
15 wanting the shares locked up and everyone was 15 shares you gave Drovah as $5 million a
16 a two-year lock-up. 16 share -- $5 a share, Drovah accepted that
signing
17 And then he said, you know, because 17 valuation?
18 he's the CEO and chairman, he can approve at 18 A. - Yes. ° That's where I got the stock
19 any time to unlock shares for me, but this 19 at.
20 was more of a -- this was more of an 20 Q. - And do you know if you gave Drovah
21 administration thing so that Bank of Montreal 21 the money pre reverse split or post reverse
22 would feel comfortable, and that's the only 22 split?
23 reason we did it. - He promised he would 23 A. - To the best of my recollection, it
24 unlock shares for me after we signed -- after 24 was pre reverse stock split.
25 we closed the APA. 25 Q. - So you gave them 215,000 shares

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. So you're saying that Rob gave you 2 valued at $5 -- they accepted a value of $5 a
3 permission to violate the lock-up agreement 3 share to relieve you of a debt you owed them,
4 and transfer shares to Bo Dietl? 4 correct?
5 MR. WURTZEL: ° Objection. 5 MR. WORTZEL: ° Objection to
6 Mischaracterization. 6 form.
7 A. ° No, Rob approved this. ° This is -- 7 A. - That was part of our agreement; it
8 to the best of my recollection, he's the one 8 was a part of it.
9 who asked me to send this letter and he 9 Q. - So the 200 -- how much of the
10 approved the transfers to Bo and Drovah, 10 215,000 shares you gave them, what value did
11 whaêver I tranafarred it to. I don't 11 they use to accept as repayment for the debt?
12 remember anymore. 12 A. - I gave them the same number that I
13 Q. And how many shares did you transfer 13 got the shares for, which was $5 a share.
14 to Drovah? 14 Q. - So you paid -- you gave Drovah
15 A. I don't remember the exact number 15 215,000 shares and it was -- it reduced your
16 either, I can look it up. 16 debt by whatever five times 215,000 is?
17 Q. Could it have been 215,000 pre 17 MR. WORTZEL: ° Objection.
18 reverse split, 71,000 after? 18 Mischaracterizes the testimony.
19 A. ° That sounds about right. 19 Q. - I'm asking you.
20 Q. Why did you give shares to Drovah? 20 A. - No, it was part of the loan
21 A. It was part of our agreement . 21 agreement. - It was part of the deal. It was
22 Q. And what was the agreement? How 22 just a part of it.
23 much money were the shares that you gave to 23 Q. - Okay. And look at the next page of
24 Drovah valued when you gave them to Drovah? 24 tab 61. - It says -- it's a letter from you to
25 A. ° Yes, they were supposed to be 25 Carla Ortiz, and you transferred shares to

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(877) 479-2484
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2 her, correct? 2 through.
3 A. ° Yes, I did. 3 Q. - Did you inform the people who
4 Q. ° And how many shares did you provide 4 received shares -- withdrawn.
5 to Ms. Ortiz? 5 Why didn't they go through?
6 A. ° I think roughly, to the best of my 6 A. Computershare, for some reason,
7 recollection, I think it was just like 5,000 7 didn't approve it. I am speculating that Rob
8 shares. 8 Ellin had something to do with it, you know,
9 Q. Could it have been 15,000? 9 but I don't know.
10 A. Maybe. ° It could have been 10 Q. - All right. And did Don Millen,
15,000,
11 yes. 11 Junior receive these shares?
12 Q. Well, could it have been 15,000 for 12 A. - Same thing as Jeff Singer.
13 the pre reverse split? 13 Q. - And what about Renee Asher
14 A. ° Right. ° She ended
up
-- that sounds 14 (phonetic)?
15 right. 15 A. - Same as Jeff Singer.
16 Q. - Why did you provide these shares to 16 Q. - So none of those people received
17 17 in --
her? shares received any of your shares; is
18 A. ° We had an agreement prior that she 18 that correct?
19 was going to -- she was going to leave -- she 19 A. - That's correct.
20 got an offer from another company before the 20 Q. - Now, if you look at the last page,
21 acquisition. So I spoke to Rob about it, 21 it's an October 18, 2017 letter to
22 and, you know, we said we were going to give 22 Computershare, and you're transferring
23 her shares, and then later he said that he 23 200,000 shares to Steptoe & Job_nson, correct?
24 said he told me it was going to come out of 24 Did you transfer 200,000 shares to
25 my shares, which was another 25 Steptoe and Johnson?

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1 Joseph Schnaier 1 Joseph Schnaier
2 misrepresentation, he was going to give it to 2 A. I attempted to.
3 her himself. ° And I didn't want to argue 3 Q. And this did not go through?
4 t÷:a se it was such minimal shares that I 4 A. No.
5 just gave it to her. 5 Q. Do you know why not?
6 Q. So how did you value these shares? 6 A. I'm assuming, I'm speculating that
7 Was she owed a certain amount of money or a 7 as Rob did before, he blocked it just to mess
8 certain amount of shares? 8 around and play games with --

9 A. I valued them at $5 a share as well. 9 Q. - Now, what about the last page?
10 Q. Okay. - And if you turn to the 10 There's a transfer to Claudia Fuddman of
now,
11 next this is dated 2018. - It's 11 25,000 shares. ° Did this go through?
page, May 11,
12 a letter to Computershare and it lists share 12 A. - No.
13 allocations. - It Please find the 13 Q. - And now, did you transfer 51,533
says,
14 enclnnad executed with the signature and 14 shares to the Light Group?
15 transfer form to transfer a total of 66,000 15 A. - I believe so.
16 shares of LiveXLive Media, Inc. from the 16 Q. - And was that to settle liability of
17 WantMCS Holdings IJ£ account to the three 17 $362,274.15?
18 individuals shown on the transfer form. 18 A. - I believe so.
19 Who is Jeffery Singer? 19 Q. - So that's how much you were suing
--

20 A. He works for a company called 20 withdrawn.

21 Capitol. 21 And did you tranafar -- just let's
Dragonfly
22 Q. ° Did you send Jeffery singer 59,400 22 pull up tab 58, please.
23 shares -- did you transfer 59,400 shares to 23 MR. ISSER: ° For the record, tab
24 Jeffery Singer? 24 58 which is going to be marked is
25 A. I attempted to but it didn't go 25 notice of of order --
entry

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(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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2 stipulated order of foreclosure. 2 A. To the best of my recollection, I
3 (Whereupon, at this time, the 3 guess so.
4 reporter marked the above-mentioned 4 Q. - Now, other than the people we
5 stipulated order of foreclosure as 5 di ari1anad today who received transfers, are
Defendants' 32 for
6 Exhibit 6 there any other transfers to people that were
7 identification.) 7 not on the public markets that you made
8 BY MR. ISSER: 8 privately?
9 Q. ° Do you reemni va this document, Mr. 9 A. - Not that I recall.
10 Schnaier? 10 Q. - Now, if we add up all the stock
11 A. 58? 11 transfer to the people we discussed and the
12 Q. Yes. 12 stock in the Aegis and Fidelity statement,
13 A. Where do you see notice of 13 would that account for all of the shares that
14 foreclosure? 14 Danco and WantMCS received?
15 Q. ° First page. 15 A. - It should be.
16 A. ° Oh, I see it, yes. 16 Q. - Between the signing of the letter of
17 Q. ° Do you recognize this document? 17 intent and the asset purchase agreement, do
18 A. ° Not really. 18 you know if Wantickets business improved or
19 Q. ° Is that your signature on the second 19 it decreased?
20 to last page and the last page? 20 A. - The business was doing good, we had
21 A. ° Yes, it is. 21 a good business.
22 Q. Okay. - And does this refresh -- in 22 Q. - But I'm not in general. ° I'm
asking
23 this do you see where it -- I'm 23 between of 2016 when the letter
document, saying July
24 looking at number two on page 2. ° And it 24 of intent was signed and May of 2017 when the
25 says, As a result, the motion will be granted 25 asset purchase agreement was signed, did

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1 Joseph Schnaier 1 Joseph Schnaier
2 and court order will be entered closing 2 business improve, stay the same or
3 WantMCS Holdings, LIC, a Delaware Limited 3 deteriorate?
4 Liability Company in which Joseph Schnaier 4 MR. WORTZEL: ° Objection to
5 has an interest, to turn over to judgment 5 form.
6 creditors, CL, LIC and CDBC, LLC WantMCS 6 A. - In my opinion it improved,
7 HMnm LLC's shares of LiveXLive Media, 7 significantly.
8 Inc. stock equal to the quotient of (a) 8 Q. - It improved, really?
9 362,274.15 divided by (b) the closing price 9 A. - Significantly.
10 of LiveXLive Media shares on the NASDAQ on 10 Q. - Great, fantastic. - Let's open up tab
11 June 11, 2018 which was $7.03 per share. 11 30, please.
12 Correct? 12 MR. ISSER: ° For the record,
13 Do you see where it says that? 13 this is the report of indepndent
14 A. Yes. 14 accounting firm.
15 Q. So you transferred the shares to -- 15 at this the
(Whereupon, time,
16 you transferred the shares to satisfy a 16 reporter marked the above-mentioned
17 judgment, correct? 17 report of independent acconnting firm
18 A. ° It looks like it. 18 as Defendants' Exhibit 33 for
19 Q. ° You signed it? 19 identification.)
20 A. ° Yes. ° I personally guaranteed it and 20 BY MR. ISSER:
21 there was a company that owed the money, so I 21 Q. - Do you recognize this document; Mr.
22 ended up taking care of it. 22 Schnaier?
23 Q. ° Right. ° So you received -- so for 23 A. - It looks like a letter from the
24 the 51, 533 shares, you received the value of 24 auditor.
25 $362,274.15, correct? 25 Q. - Right. ° Is this the audit that

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2 Weinberg performed on Wantickets in relation 2 principles, correct?
3 to the asset purchase agreement? 3 MR. WORTZEL: ° Objection to
4 MR. WORTZEL: ° Objection to 4 form.
5 form. 5 Q. - Do you have an understanding of what
6 A. ° I know Weinberg performed the audit. 6 generally acceptedaccounting principles are?
7 I don't know if this is specifically, you 7 MR. WORTZEL: ° Objection. ° Asked

8 know, when they wrote this. 8 and answered.

9 Q. ° Well, it says, We have audited the 9 Q. - You can answer.
10 -- I'm the letter. - We have 10 A. - Yes.
company reading
11 audited the company balance sheet of 11 Q. - Now, in this letter, you're
12 Wantickets, RDM, LIC, and it goes on. - I'll 12 repracanHng to Weinberg that all of the
13 represent to you that it's the audit. 13 information provided to them Wantickets'
by
14 Open tab 37, please. 14 financial information is accurate to the best
15 MR. ISSER: - And for the record, 15 of your knowledge, correct?
16 it's a letter to Weinberg & Company 16 A. - Yes.
17 on Wantickets RDM, LLC stationary. 17 Q. - All right. ° So
now, let's go back to
18 (Whereupon, at this time, the 18 the audit itself, which is tab 30.
19 reporter marked the above-mentioned 19 If you look at tab 30, you see on
20 representation letter dated 5/9/2017 20 the first page, it says from June 30, 2015,
21 as Exhibit 34 for identification.) 21 Wantickets has $2,412,000 in assets, and by
22 BY MR. ISSER: 22 March of 2017 it was 404,000 in assets. ° Do

23 Q. ° Do you recognize this document, Mr. 23 you see that?

24 Schnaier? 24 A. - I'm not seeing where you are.
25 MR. WURTZEL: ° I'm sorry, what 25 Q. - Really? ° All right. - Bottom of the

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1 Joseph Schnaier 1 Joseph Schnaier
2 tab? 2 first page.
3 MR. ISSER: - Tab 37. 3 A. - Okay, I'm looking.
4 A. That's not 37. 4 Q. - It says, Wantickets RDM LLC balance
5 Q. 31. ° Sorry, my apologies, gentlemen. 5 sheet, correct?
6 And it's the letter from Weinberg & 6 A. - Yes.
7 company dated May 9, 2017. 7 Q. - So from June 30, 2015 it had
8 Do you see this document? ° Do you 8 $2,412,000 in correct?
assets,
9 recognize this document, Mr. Schnaier? 9 A. - Okay.
10 A. ° I believe so. 10 Q. - Is that accurate?
11 Q. ° Is that your signature on the last 11 A. - If it says so, yes.
12 page? 12 Q. - Okay. And then that fell to 733,000
13 A. ° Yes, it is. 13 in June 30, 2016, which is 20 some odd days
14 Q. In this letter, if you look in the 14 before the letter of intent was signed,
15 middle of the last sentence -- the second to 15 correct?
16 last nonranca of the first paragraph, you 16 A. - Looks like it, yes.
17 write, We confirm that we are respcñsible for 17 Q. - And it fell again on March 31, 2017,
18 the fair presentation of the interim 18 which is about two months before the asset
19 financial informarinn in conformity with 19 purchase agreement, it fell to 504,000,
20 generally accepted accounting principles. 20 correct?
21 Do you see that? 21 A. - That's what it says.
22 A. Yes. 22 Q. - So is that better or worse between
23 Q. So you're representing to Weinberg 23 the signing of the letter of intent and the
24 that Wantickets' financial information is in 24 asset purchase agreement? - Did it have more
25 accordance with generally accepted acconnting 25 or less assets, Wantickets?

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2 A. You asked if the financial condition 2 Q. Okay. ° that's your answer. ° So
Well,
3 of the was better or worse. ° I don't 3 now let's look at the first page.
company
4 think it was -- I think the financial 4 A. - It could be if anyone would have
5 condition of the was better. - We 5 spoken to him about it was Richard
company it,
6 invested a lot of money into other 6 Blakeley, my CFO, who dealt with Weinberg
7 technology, like the seated ticketing 7 directly and they would have had a
8 software and the seated ticketing software 8 conversation about it.
9 alone, in my opinion, was probably worth $20 9 Q. - Now, if you look at the first page
10 million on itself. 10 of Exhibit 33, you see in the last paragraph,
11 Q. ° Going on, we talked about seated 11 second to last =±=·= it says, These
12 ticket -- 12 conditions raised substantial doubts about
13 A. I'm to -- 13 the company's to continue as a going
trying ability
14 Q. Turning to the next page, if we look 14 concern.
15 at liability. ° On June which is a 15 Do you see that?
30, 2106,
16 couple of weeks before the letter of intent 16 A. Okay.
17 was signed, Wantickets liabilities were 1.222 17 Q. So do you think there was
18 million. ° Is that correct? ° Is that number 18 substantial doubt Wantickets'
concerning
19 accurate? 19 ability to continue as a going concern on May
20 A. ° On June 30th you're saying, '16? 20 8, 2017?
21 Q. ° Yes, second page. Under the column 21 A. - Absolutely not.
22 for June 2016. - It has liabilities of 22 Q. - Okay. And so you disagree with the
30,
23 1.222 million, right? 23 auditor's conclusion, correct?
24 A. ° That's what it says. 24 A. - This is probably there as a, you
25 Q. And then we look at March 31, 2017, 25 know, pretty standard that auditors put that

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1 Joseph Schnaier 1 Joseph Schnaier
2 which is soon before the signing of the APA 2 worst case scenario in it.
3 that we were dimenaming, that number doubled 3 Q. - So if somebody
--

4 to 2,442,000, correct? 4 A. - If that was the case, maybe, you

5 A. ° That's what it says here. 5 know, I don't think -- I don't believe we
6 Q. ° So is it accurate that Wantickets' 6 were you we were in good condition.
in, know,
7 liabilities doubled between the signing of 7 We had about 2,000 potential eliants for
8 the letter of intent and the signing of the 8 seated ticketing, which would have ran us
9 asset purchase agreement? 9 anmawhare in between, you know, it would have
10 MR. WURTZEL: ° Objection to form 10 quadrupled our company. So I don't
11 doctor. 11 believe -- I don't believe that for a second.
12 Q. ° You can answer. 12 We were in good condition.
13 A. ° The liabilities do led but the 13 Q. - According to this documant, from
14 actual -- 14 June 2016 to March 2017 revenues fell
30, 30,
15 Q. ° That's all I asked you, 15 from 4.7 a million a year to 2.7 million. Is
16 Mr. Schnaier. 16 that accurate?
17 A. ° The value of
company
-- the 17 A. - Where do you see that?
18 °
MR. WORTZEL: Didn't we do this 18 Q. - Under revenues.
19 last time? - Didn't we go through this 19 A. - I guess if it says so here.
20 last time? 20 Q. - Well, do you have any reason to
21 Q. ° Let me ask you this. ° So could you 21 &spute any of the data in any of the
22 explain or do you know if anyone explained to 22 financial information contained in this
23 Weinberg the concept of seated tickets and 23 audit?
24 your high hopes for it? 24 A. - No, no.
25 A. I'm not sure. - I'm not sure. 25 Q. - Okay. ° So you believe that even if

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2 provided Wantickets with additional 2 into Wantickets? ° That's all. ° Not what
nobody money
3 capital, it was sustainable as a growing 3 you were promised, I'm not asking that
4 concern? 4 question.
5 A. - We had, not only do I believe, but 5 A. - The question is, would I have ever
6 we know this. - And we've had plans to roll 6 done a deal with LiveXLive if didn't --
they
7 out not only the seated ticketing, but we had 7 Q. - No, that's not the question I asked
8 some anninranra; customers that we were about 8 you.
9 to close, including a jazz company that would 9 The question I asked you was, did
10 have made us way profitable. And I actually 10 Wantickets require a capital infusion from
11 had Carla, our top salesgirl, meet with them 11 LiveXLive in order to keep and remain a going
12 and it was going very well. It was from our 12 concern?
13 relationship that someone introduced me to 13 A. - That's -- I don't believe so.
14 the owner. 14 MR. ISSER: ° Let's take five
15 And after that first meeting, Rob 15 minuton and come back at 2:20.
16 called me and said that him and Jerry wanted 16 (Whereupon, a brief recess was
17 to go and meet with him. ° All I know is he 17 taken.)
18 went to meet with the owner at this jazz 18 BY MR. ISSER:
19 company. 19 Q. - Please open up tab please.
-
32,
20 Q. - I'm going to cut you off i- I 20 MR. ISSER: ° For the record this
21 asked you -- 21 is P 8233.
22 A. ° And then the owner -- 22 (Whereupon, at this time, the
23 Q. ° Mr. Schnaier, I'm cutting you off. 23 reporter marked the st e-fuentioned
24 Your attorney can ask you these questions. I 24 e-mail chain as Defeñddrits' Exhibit
25 didn't ask you about this meeting. 25 35 for identification.)

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR. WORTZEL: What was the 2 BY MR. ISSER:
3 question? - What was the question? 3 Q. - Do you recognize these Mr.
e-mails,
4 MR. ISSER: - Did he think 4 Schnaier? - Withdrawn.

5 Wantickets would be a going concern 5 Did you send and receive these
6 without a capital infusion. ° So I 6 e-mails in or about December 2016?
27,
7 take it that means -- 7 A. - It looks like it.
8 MR. WORTZEL: ° Joe, just answer 8 Q. - Now, the first one, the last one on
9 yes or no. 9 the page, the first one chronologically, is
10 MR. ISSER: - He answered the 10 from ammonnor GVA and Abdullah Arab, correct?
11 question, that's fine. 11 A. - Yes.
12 MR. WORTZEL: ° So let's go on. 12 Q. - Who is GVA and who is Abdullah Arab?
13 BY MR. ISSER: 13 A. - Drovah.
14 Q. So it is your belief that after the 14 Q. - They're from Drovah. - And you
said,
15 asset purchase agreement, Wantickets did not 15 As di axM, here is the fœtnote
16 require from LiveXLive in order to 16 disclosure. - It is a summary of the audit.
money
17 continue to be a going concern? 17 I'm for the delay.- What are you
sorry
18 A. ° Oh, we were promised money from 18 senM.ng them, the audit of what?
19 LiveXLive. 19 A. - The audit that we did on Wantickets.
20 Q. I didn't ask you if you were 20 Q. - And GVA writes back
and they both --

21 if you didn't get listen to 21 work for Drovah? ° GVA and GVA advisors works
promised, money,
22 my question. 22 for Drovah?
23 Based on what you just said, was 23 A. - No. - GVA is Drovah. - Abdullah is an
24 Wantickets able to continue as a going 24 informerliary introduction.
25 concern even if LiveXLive had not put more 25 Q. - And he writes, There has been a

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2 deterioration of the accounts. ° Biggest asset 2 or get the Wantickets
move, transfer,
3 is the intangible goodwill at plus 8KK. - 2016 3 customers to become LiveXLive
-
subscribers,
4 losses are bigger than 2015 losses. - 2016 4 he had zero -- didn't have
they
5 revenue has decreased from 2015. - I have no 5 subscribers.
6 idea who would be willing to buy and pay good 6 Q. - Okay. When you say, Our value is in
7 money for this business. 7 our data and consumer base, you're talking
8 Is he referring to Wantickets? 8 about Wantickets, correct?
9 A. I believe so. - I'm not sure. 9 A. - Oh, yeah, Wantickets had an
10 Q. You're not sure because then you 10 extensive databaca of consumers. We broke it
11 wrote -- 11 down into different demographics.
12 A. ° I believe so. 12 Q. - So when he tells you, I have no idea
13 Q. ° You believe so because you reply 13 who would be willing to buy and pay good
14 back saying, Our value is in our data and our 14 money for this business, he's talking about
15 ennan=r base. 15 Wantickets, and you say your value is in your
16 A. ° Okay. 16 data and in your consumer base, correct?
17 Q. So it's clear he's talking about 17 A. - Amongst other things, yes.
18 Wantickets and he doesn't think anyone should 18 Q. - So why didn't you mention the seated
19 pay good money for it, correct? 19 ticketing to him?
20 MR. WURTZEL: ° Objection to 20 A. - I most likely did before that in a
21 form. 21 different conversation.
22 Q. - Withdrawn. 22 Q. - And this is a -- this is the period
23 Now, you tell him, you write back, 23 in between the letter of intent and the asset
24 Our value is in our data and our consumer 24 purchase agreement, correct?
25 base. If we convert 20 percent into monthly 25 A. - That is correct.

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1 Joseph Schnaier 1 Joseph Schnaier
2 subscribers, the valuation will be 2 Q. Let's open up tab 33.
3 significantly higher for LiveX. 3 MR. ISSER: - What exhibit is
4 You are talking about getting 4 this, Michelle?
5 business from LiveX, correct? 5 THE REPORTER: ° Exhibit 36.
6 A. ° No. 6 MR. ISSER: ° This is P 8347 to
7 Q. ° No? - What are you talking about? 7 8348.
8 A. ° Rob and I were always talking about 8 (Whereupon, at this time, the
9 how to -- we had a lot of hits per month 9 repori.er marked the above-mnrinnaà

10 buying tickets on our site. ° So Rob and I 10 e-mail as Defendants' Exhibit 36 for
11 were about -- haeanna he 11 identification.)
constantly talking
12 had zero subscribers. - So Rob and I were 12 BY MR. ISSER:
13 natantly talking about how to move our 13 Q. - Do you see at the top it's an e-mail
14 ennnumars to become LiveXLive 14 from you to Jeff Keswin. ° Correct? ° These are
paying
15 subscribers. ° Because we had -- like I 15 e-mails between you and Jeff Keswin.
said,
16 we had a lot of -- we had millions of buyers 16 Do you remember and
senM_ng
17 on our site. 17 receiving these e-mails in April of 2017?
18 Q. ° So you're talking about converting 18 A. - It looks look I did.
19 LiveXLive subscribers into Wantickets 19 Q. - Who is Jeff Keswin?
20 purchasers? 20 A. - He's a hedge fund manager. ° He has a
21 A. ° No. ° LiveXLive never had 21 fund, private equity.
22 subscribers. Wantickets had all of the 22 Q. - And why were you -- if you look at
23 ennan=rs buying tickets daily for different 23 the bottom, it says, Joe, attached is the
24 events. ° Like I Rob and I would 24 2016 12-month financial araramnt from
said,
25 constantly talk about how we're going to 25 Richard Blakeley to you, I assume, because it

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2 said Richard. And then you forwarded that to 2 A. Okay.
3 Keswin. 3 Q. Did he, Jeff Keswin or Lyric
4 Is that what is going on in the last 4 Partners, whoever that is, ever make an
5 page? 5 investment in Wantickets?
6 A. I don't see that. 6 A. - No. - They never really got --
they
7 Q. On the last page, you see subject 7 never did a deep dive into it.
8 2016 financials. - attached is -- you 8 Q. - Why were you pitching them though an
Joe,
9 don't see that? · The last on the second 9 investment when you had to deal with
thing
10 page. 10 LiveXLive that was a few weeks away from
11 A. ° On the second page? 11 closing?
12 Q. ° Yes. ° Did I pull up the wrong tab 12 A. - I don't reurauber if I pitched them
13 again? 13 an investment or -- I don't recall the
14 A. ° Oh, I see it. - Arracharl -- I got it. 14 circumstances behind this.
15 I got it. 15 Q. - Would you agree the asset purchase
16 Q. Okay. - All right. And if you look, 16 agreement that was signed is not the same
17 so Richard forwarded you the Wantickets' 17 deal as the 2016 letter of
July intent,
18 financials for 2016 and you forwarded them to 18 correct?
19 Keswin. ° Is that what happened? 19 A. - Yes. ° The letter of intent was
20 A. ° It looks like it,I believe so. 20 extended.
21 Q. Wantickets' 21 Q. - But in under --
Why did you forward addition, the the
22 financials to Jeff Keswin? 22 letter of intent conte=nlated a purchase of
23 A. I believe he was looking at the 23 the company whereas the asset purchase
24 company to see if he would put money behind 24 agreement was only purchasing the assets,
25 me. 25 correct?

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. And he says, -- 2 I believe
why did you want A. we changed strategies
3 this is after the letter of intent was signed 3 after the -- later in the deal.
yeah,
4 with LiveXLive, correct? 4 Q. - So they're different in that the
5 A. After? 5 letter of intent is going to be the sale of
6 Q. I'm asking you, right, isn't this 6 the stock of the company, the whole company
7 April 13, 2017? 7 to LiveXLive and the asset purchase agreement
8 A. ° Yes. ° But LiveXLive letter of intent 8 châñgéd that, it became just an acquisition
9 was -- this was 2017?· This is confusing, 9 of the assets, correct?
10 because I see April of '17, so this is a 10 A. - Okay.
11 month prior to our closing, is that what it 11 Q. - I'm asking you, is that correct?
12 is? 12 A. - Yes. ° We did an asset -- we changed

13 Q. ° Well, let's get back to that. 13 it into an asset purchase, yes.

14 Keswin writes, This shows an investment in 14 Q. - Okay. And you also changed the
15 Wantickets. ° What do the financials for 15 consideration in the letter of intent was
16 Wantickets look like, this doesn't seem 16 four mi l l inn shares, but in the asset
17 investable. - And you The 17 purchase agreement it was two million
readily say, shares,
18 financials are in the arrachment, it is 18 right?
19 investable. - And you're about 19 A. - No. - It was two million shares --
talking
20 Wantickets now, correct? 20 Q. - No?
21 A. ° You know what, I really don't 21 A. - Yeah,
what hagened was, we broke it
22 but most likely. 22 -- one of the accounts
recall, up because we was
23 Q. And he writes, I see debts, 23 lost. - So we would make it two million shares
24 payables, minimal assets and lawsuits, 24 and then two million shares in an earn-out,
25 correct? 25 if I could make up the business that we lost

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2 from one of our customers. 2 agreement time, it was Danco's responsibility
3 Q. All right. - But so -- so now, we're 3 to those correct?
pay liabilities,
4 in the asset purchase ag reemerit and I'll tell 4 A. - Oh, you're talking about those
-- pull
5 you, it's tab you could it up if you 5 liabilities? I was talking about the
6 would like, the asset purchase agreement is 6 shortfall for Wantickets.
7 tab 19. ° And the question is, where in the 7 Q. - You're talking about going forward
8 asset purchase agreement does it say that the 8 after the APA.
9 LiveXLive shares are being valued at $5 a 9 A. - Right.
10 share? 10 Q. - I'm talking about the liabilities
11 A. Where is it? 11 when the APA was signed Danco assumed the
12 Q. I'm asking you, tab 19 is the asset 12 liabilities, correct?
13 purchase agreement. - I'm you where in 13 A. - We had an agreement that we would
asking
14 the asset purchase agreement it states that 14 assume the liabilities, that LiveX would not
15 the shares exchanged for the 15 assume the liabilities. ° That's an
being received, why we did
16 assets, are worth $5 a share or are being 16 asset purchase.
17 valued at $5 a share? 17 Q. - And how would those --

18 A. ° You mean how -- where does it say 18 A. - And he would --

19 that LiveXLive was valued $5 a share? 19 Q. - How would the liabilities be paid?
20 Q. ° Yes. 20 Go ahead.
21 A. ° It's not in here. ° I don't see it, 21 A. - He was going to help me -- let me
22 but those are the only numbers we disc ssed, 22 liquidate some of the shares to cover not
23 and that's the -- 23 the but to also cover some
only only liabilities,
24 Q. Why did you change the letter of 24 of my stuff that I needed.
25 intent when instead of buying the company 25 Q. - He told you that? - Is that in an

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1 Joseph Schnaier 1 Joseph Schnaier
2 LiveXLive only acquired the assets? 2 e-mail, is that in the agreement, where is
3 A. ° Because we were in the middle of a 3 that?
4 lawsuit with Eventbrite and Rob didn't want 4 A. - He didn't want to --
no, we had an
-- we AaM AaA ° He said
5 to get mixed up in it. So I 5 agreement together. that he's the
6 that we'll make it an asset purchase in case 6 CEO and chairman and he can approve whatever
7 Eventbrite had any, you won anything, 7 he has to. - And the reason the shares were
know,
8 which they didn't. 8 locked up to begin with was because Bank of
9 Q. ° Now, did you promise Rob that you 9 Montreal wanted a two-year lock-up for their
10 would pay Wantickets' -- you or your
company 10 own comfortability. ° I don't know if that's
11 would pay Wantickets' liabilities immediately 11 true or not, looking at it now, but we'll
12 after the close of the asset purchase 12 find out.
13 agreement? 13 But he said that he was the only one
14 A. ° Yes. - We had a side agreemerii that I 14 who was available to approve releasing some
15 would cover -- would cover the 15 of so I can
my company my shares that are restricted
16 losses for the first couple of months until 16 have money coming out and have them pay off
17 they did the IPO, which they promised would 17 some of my personal stuff, too.
18 happen in September. 18 Q. - You've been in the securities
19 Q. ° No, but under the asset purchase 19 industry and the invaatman+· industry for 20
20 agreement, as we just 0 ·· - Wantickets 20 plus years, you have held two licenses, trade
21 had over $2 million in liabilities, correct? 21 securities, you owned branches of brokerages.
22 A. ° No, not correct. ° It was a little 22 It didn't sound unique to you to have such a
23 over a million dollars, to the best of my 23 major provision just be oral between you and
24 recollection. 24 Rob Ellin?
25 Q. Okay. ° So back to the asset purchase 25 A. - Well, we also diamaca A other things

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2 that were oral, like when we diamacaa the 2 A. I knew that, Rob knew that, everyone
3 antidilution. ° He told you he said 3 knew that.
me, know,
4 it had to be in the agreement for the bankers 4 Q. - So how did you -- if you didn't pay
5 as well, or for some other thing, and that he 5 off the liabilities, how did you expect
6 didn't want to be diluted himself. 6 Wantickets to go forward?
7 He was like, he told me, Joe, you 7 A. - Well, two things. - The
company,
8 think I want to get diluted? ° He I'll 8 were 5üppO5éd to it off via
goes, Wantickets, pay
9 never let this thing get diluted. And that's 9 Rob liquidating shares for me to pay them
10 the antidilution. - And then six months 10 or he was going to take -- work it out
later, off,
11 look what happened, it was a massacre. 11 on their own.
12 Q. So just to be clear, you never 12 Usually what hanpens is, we, you
13 promised that you or Danco would pay 13 know, Richard handles the accorting in a way
14 Wantickets' liabilities after the 14 that everyone gets paid at the end of the
immediately
15 close of the APA?· I just want to make sure I 15 he reconsolidates. And Mcm1aa that's
year,
16 understand. ° Rather Rob told you he would 16 when our our the New
big quarters, big month,
17 free up the shares that you could sell to pay 17 Year's, and our books, you know, come out
18 off some liabilities, pay off your own 18 even.
19 personal debts or do whatever was required; 19 Q. - You testified before that you
20 is that your testimony? 20 reduced the purchase price from four million
21 A. ° I never personally committed to pay 21 shares to two million shares bemlae of the
22 off any of the liabilities as per the APA. 22 harm caused by former employees.
23 Q. ° Did you personally commit Danco to 23 Are you were discussing Diego Carlin
24 pay off any of the liabilities, as per the 24 and Barak Schurr and Eventbrite?
25 APA? 25 A. - That's correct.

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Not that I -- 2 Q. And how much money in business or
3 MR. WURTZEL: ° Objection. °
Stop, 3 profits did Wantickets lose as a result --

4 hold on. Objection to form. 4 withdrawn.

5 Q. ° You could answer. 5 You listed in that lawsuit that
6 A. ° No. 6 Diego Carlin and Barak Schurr were Disloyal
7 Q. ° Was there ever any Msession 7 and sent customers to Eventbrite, correct?
8 nnearning how soon after the APA was signed 8 A. - I believe so.
9 the liabilities of Wantickets would be paid 9 Q. - And do you have any
-- how much
10 or a company you controlled? 10 -- in
by Danco, you, money do you believe this occurred
11 A. ° We didn't have any discussions on 11 betwééñ the signing of the letter of intent
12 that. 12 with LiveXLive and the close of the asset
13 Q. ° Well, you were the CEO of Danco -- 13 purchase agreement, correct?
14 of Wantickets when you sold to LiveXLive, 14 A. - Incorrect. ° That's wrong.
15 correct? 15 Q. - So why would you be reducing the
16 A. ° That's correct. 16 purchase price in the letter of intent and
17 Q. ° Did you have an understanding of 17 the purchase price in the APA if it didn't
18 whether LiveXLive -- withdram -- whether 18 happen in between the two?
19 Wantickets could continue to do business if 19 A. - Because we were in the middle of the
20 its past liabilities were not paid off? 20 lawsuit with Eventbrite, and Rob was
21 A. ° Yes, they have to be
--
they have to 21 concerned that there would be liabilities
22 be paid off. - I I guess 22 from that lawsuit.
mean, continue, they
23 can conHnn but they would lose business by 23 Q. - Did Wantickets lose business -- did
24 not paying enarnmars, that's our business. 24 Wantickets believe that the lost business was
25 Q. So you knew that? 25 due to the conduct of Eventbrite and Barak

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2 Schurr and Diego Carlin? 2 plan to move over there in total. And the
3 A. ° Prior to the LOI, in July, yes. 3 bottom line is, the major hit of that was the
4 Q. ° Let's turn to tab 35. 4 EPM music festival, which is every January in
5 MR. ISSER: - For the record it's 5 Mexico. - And that
was, you know, probably,
6 an affidavit of Richard 6 you millions of dollars in sales. ° That
Blakeley know,
7 filed in Wantickets v. Eventbrite. 7 alone was -- that was the bulk of it.
8 (Whereupon, at this time, the 8 Q. - And when was that festival, January
9 reporter marked the above-mentioned 9 of what year?
10 affidavit of Richard Blakeley as 10 A. - Excuse me?
11 Defandants' Exhibit 37 for 11 Q. - Did you do that festival in January
12 12 of Wantickets? ° DidWantickets do the
identification.) 2016,
13 BY MR. ISSER: 13 ticketing for that festival in January of
14 Q. In paragraph 14 -- can you turn to 14 2016?
15 paragraph 14? 15 A. - I believe so, but I don't recall.
16 A. Okay. 16 Q. - Well, if it lost that festival, you
17 Q. It I have added 17 think festival --
says, up the you lost that Eventbrite
18 business lost that we believe is ceññected to 18 made the offer -- you're blaming Schurr,
19 the ennduct of Mr. Schurr, Mr. Carlin and 19 Carlin and Eventbrite for losing that
20 and it totals over $15 million. 20 festival. - Eventbrite didn't make an offer to
Eventbrite,
21 When did Barak Schurr and Diego 21 Wantickets until April of 2016, so if you
22 Carlin leave Wantickets? 22 lost that festival due to those people, would
23 A. ° In July of '16. 23 that be the January 2017 festival?
24 Q. ° So that loss of $15 million is money 24 A. - That too, but also they were talking
25 being lost after July of 2016 when they left, 25 to Eventbrite month and months and months

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1 Joseph Schnaier 1 Joseph Schnaier
2 correct? 2 before Eventbrite made an offer to buy the
3 A. I'm sorry, can you repeat that? 3 company.
4 Q. The loss -- do you agree with 4 Q. - Okay. ° I --

5 Mr. Blakeley that Wantickets lost $15millinn 5 A. - And that's one of the reasons --

6 in bnainana due to the conduct of Mr. Schurr, 6 Q. - You answered my question.

7 Mr. Carlin and Eventbrite? 7 A. - That's one of the reasons I believe
8 A. ° If Richard says it, I mean, I'm not 8 Eventbrite made such a lowball offer.
9 to disagree. - It looks like it's right. 9 Because had a lot of the
going they already
10 Q. And that's -- that loss is the loss 10 because Diego and Barak were
relatinnahips,
11 that's going to occur for the period after 11 sending them prior to the offer.
12 July 2016, it's not a past loss, it's a 12 Q. - Okay. And now, let's pull up tab
13 future loss, correct? 13 34.
14 MR. WURTZEL: ° Objection to 14 MR. ISSER: ° And I will identify
15 form. 15 it for the record. It's a letter
16 A. ° No, that's incorrect. ° You're 16 from Steptoe to Wendy Lane dated
17 talking about $15 million in sales, of ticket 17 September 30, 2016.
18 sales. ° Not our that's number 18 at this the
handling fees, (Whereupon, time,
19 to be clear. - Number this all -- 19 reporter marked theabove-mentioned
one, two,
20 he's talking about this happening or it could 20 letter dated 9/30/2016 as Defendants'
21 be, you know, six months prior to July, 21 Exhibit 38 for identification.)
22 starting probably around the time I left 22 BY MR. ISSER:
23 Wantickets. 23 Q. - Did Steptoe and Johnson represent
24 They were allagadly sen&ng 24 Wantickets in the litigation with Eventbrite
25 customers already over to EveniLrite with a 25 and Diego Carlin and Barak Schurr?

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Yes. 2 knew about.
3 Q. And on September 30, 2016, you were 3 Q. - Did you know about all these
4 the CEO of Wanti ekars, correct? 4 problems when you signed the letter of intent
5 A. September 30th, yes, I believe I 5 with LiveXLive July in of 2016?
6 was. 6 A. - What problems are you talking about?
7 Q. Do you remember if you reviewed this 7 Q. - Well, the things you're Mamacing.
8 letter before it was sent to defendant 8 Offloading relationships, and Barak Schurr
9 counsel in this litigation? 9 and Diego Carlin and Eventbrite stealing your
10 A. ° To be honest, I don't recall. 10 customers, and stealing relationships, and
11 Q. ° All right. -
Well, let's go to the 11 all that. - Did you know that they had done
12 fifth page of the letter, the last line. 12 all this when you signed the letter of intent
13 Page five, he writes -- this is your 13 with Wantickets -- the letter of
sorry,
14 lawyer writing. - The loss of these two 14 intent with LiveXLive?
15 transactions alone has thus resulted in lost 15 A. - I believe I did, and I shared it
16 profits over the next five years of almost 16 with Rob. - I told him everything. ° As a

17 $16 million. 17 matter of fact, he knew, you know, on a

18 Are you disagreeing that Wantickets 18 weekly basis what was going on with the
19 lost profits forward from September 19 Eventbrite case. ° We spoke about you
going it,
20 2016 of $16 million over five years? 20 all the time. ° And not did he
know, only
21 A. ° I'm not saying we lost -- Wantickets 21 know, I mean, he used to give me, you know,
22 lost profit. ° But there's also as clients 22 certain advice on it and so on and so forth.
23 would leave haranaa a lot of this business is 23 Plus we did two years of audited
24 relationships and, you know, people of other 24 financials, which he saw this was all
25 comnanies are checks out to get 25 reflected. - So if you're me if I was,
giving big asking

Page 553 Page 555

1 Joseph Schnaier 1 Joseph Schnaier
2 other -- to get the business over. - We also 2 you with 100 percent.
know, forthcoming it,
3 gained business from other companies as well. 3 Q. - Well, I'm asking how much it hurt
4 So I wouldn't say nanaccarily all of this was 4 your business, that's what I'm asking, how
5 just lost. 5 much it hurt Wantickets' business.
6 Q. Well, your lawyer is writing a 6 A. - Well, losing customers can, you
7 letter to Eventbrite and Schurr and Carlin's 7 know, hurt, but you make up new customers and
8 counsel -- and this is in horwoon the 8 you work hard and you make up the business.
saying
9 signing of the letter of intent and the APA, 9 Q. - Did Wantickets make up the business?
10 saying, Because of your conduct, Wantickorn 10 A. - Yes. ° I believe we had some very,
11 lost profits of over 16 million in the last 11 potential clients ° And we
very big coming in.
12 year. I'm not asking if you could replace 12 had about 2,000 possible seated software
13 those. ° Do you is that statement in 13 which would have turned our
disagree, clients, really
14 the letter that's 14 into something. - With a little bit of
inaccurate, my question, company
15 yes or no? 15 investment from LiveXLive as they promised, I
16 A. ° No, I didn't say that. I'm not 16 believe Wantickets would have taken off.
17 that. - I'm these are companies 17 Q. - Turn to tab please. - I'm
saying saying 38, 38A,
18 our clients that Barak and Diego started to 18 sorry.
19 give Eventbrite the relationships, you know, 19 MR. ISSER: ° For the record, it
--
20 way prior to Eventbrite sending or making an 20 is an agreement between dated May
21 offer, if there was a real offer or whatever 21 5, 2017, between Joseph Schnaier and
22 you want to call it. 22 Loton Corp.
23 But they already started to offload 23 (Whereupon, at this time, the
24 some of the relationships and these were five 24 repori.er marked the st e-fuentioned
25 of the major ones that they started, that we 25 agreement as Defendants' Exhibit 39

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1 Joseph Schnaier 1 Joseph Schnaier
2 for 2 $124,388? - Does that sound right?
identification.)
3 BY MR. ISSER: 3 A. - I believe so. ° Up until he fired me,
4 Q. ° Do you recognize this agreement, Mr. 4 I believe I was up-to-date.
5 Schnaier? 5 Q. - Did you owe $124,388 after he fired
6 A. ° Yes. 6 you that was never paid?
7 Q. ° Is that your signature on the last 7 A. - I don't know. - All I know is that
8 page? 8 the last payment I made, I was promised by
9 A. ° Yes, it is. 9 Brian Landow that they'll send me, you know,
10 Q. ° All right. - And is this the signed 10 some sort of an e-mail apologizing or
11 agreement you've referred to? 11 confirming the payment that I made. And they
12 A. ° I believe so. 12 never sent that e-mail confirming.
13 Q. ° Now, if you look at page 1B it says, 13 Richard and Brian were well aware of
14 which is and Loton, agree that 14 this. - And then fired me for cause and
Buyer, hereby they
15 all payments made by Schnaier pursuant to 15 then I just stopped paying, h they were
16 Section 7.4 of the Purchase Agreement up to 16 just being awful, awful people.
17 $100,000 a month shall be deemed to be a 17 Q. - Do you have a judgment against you,
18 loan, correct? 18 Mr. Schnaier?
19 A. ° Yes. ° This agreement was to pay the 19 A. - Excuse me?
20 shortfall month. ° I agreed to do this 20 Q. - Do you have judgments against
every any
21 and Rob told me that I would get it paid back 21 you?
22 when they did the IPO with Bank of Montreal. 22 MR. WORTZEL: ° Objection. ° Asked

23 Q. ° So let's look at -- so under 7.4 of 23 and answered. We went over this last
24 the asset purchase agreement to which this 24 time.
25 applies, you're agreeing to pay
-- you agree 25 MR. ISSER: ° Let's move on. ° Go

Page 557 Page 559

1 Joseph Schnaier 1 Joseph Schnaier
2 personally that after the closing of the APA 2 to tab 44, please.
3 you will properly pay for buyer's, which is 3 Mark this, Michelle.
4 LiveXLive, net losses of Wantickets for each 4 (Whereupon, at this time, the
5 month correct?· reporter
up to 100,000 a month, You 5 marked the above-mentioned
6 were obligated to pay for Wantickets' losses 6 collection of judgments as
7 after the APA up to 100 grand a month? 7 Deféñdâñts' Exhibit 40 for
8 A. Up to 100,000 a month, that's 8 identification.)
9 correct. 9 MR. ISSER: ° For the record,
10 Q. Were there losses after the APA was 10 this is a collection of documents,
11 signed? 11 the first one is P 000408.
12 A. ° There were for the first month. 12 BY MR. ISSER:
13 They weren't close --
they weren't 100 grand 13 Q. - Do you see this first page, Mr.
14 a month but there were some losses. 14 Schnaier?
15 Q. ° Did you pay the amount of losses you 15 Do you recognize this document?
16 were required to pay? 16 A. Vaguely.
17 I paid he -- ° --
A. up until up until he 17 Q. Okay. Well, is this does Chaim
18 fired me. 18 Kopicel and HB NET Inc. have a judgment
19 Q. So why did you stop paying after he 19 against you -- two judgments against you for
20 fired you? 20 Kopicel, a judgment for $1,951,671.23, and
21 A. Because he fired me with no cause 21 Nate Friedman have a judgment against you for
22 and there was no reason for it. 22 $1,578,458 -- I'm $1,578,458.90?
sorry
23 Q. What does that have to do with your 23 A. - Do they have a judgment against me?
24 obligation -- withdrawn. 24 Q. - Yes.
25 As of August 17, 2017, had you paid 25 A. - No.

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1 Joseph Schnaier 1 Joseph Schnaier
2 Q. You paid it off? 2 had previously been addressed in this
3 A. It was settled. 3 case. - We'll take it under
4 Q. It was aar t lad9 When was it 4 advisement.
5 settled? 5 Q. - Turn to page 7 of tab 44, Mr.
6 A. Over a year ago, I guess. I don't 6 Schnaier.
7 remember exactly. - A while ago. ° Quite a 7 Do you see this is a judgment in
8 while ago. 8 federal court against you in favor of
9 Q. ° After this litigation started? 9 Dragonfly Capital Partners LIC. - Do you

10 A. It was settled after this 10 recognize this dommant?

11 litigation, that's correct. 11 A. - Page 7?
12 Q. - Where did you get the money to 12 Q. - Yes. ° PDF page 7. - I'll read you the
13 settle it? 13 last sentence while you look.
14 A. ° We sold shares of LiveX. 14 The arbitration award is confirmed
15 Q. And how much did you pay to settle 15 and judgment is entered in favor of Dragonfly
16 this judgment? 16 in the amount of $848,121.65, against
17 A. I don't remember the exact number. 17 Schnaier plus interest at the rate of 9
18 Q. Do you mEuEiuer an estimate? - It's a 18 percent from September 2016 in the amount
30,
19 3.5 million judgment for both of them, 19 of 116,692.24.
20 correct? 20 So are you aware, was this -- did
21 A. ° No. ° It wasn't a $3.5 million 21 Dragonfly obtain a judymeni against you in
22 judgment. 22 the amount of $848,121.65 plus 116,000 some
23 Q. ° Well, the first one you owed 1.9 23 odd dollars in interest?
24 million and the other you owed 1.5 million 24 A. - Yes, but it was settled.
- narrlad9
25 some odd dollars, correct? 25 Q . When was this

Page 561 Page 563

1 Joseph Schnaier 1 Joseph Schnaier
2 A. I don't know if that was correct 2 A. I would say six months ago,
3 numbers, but this was in lieu of a personal 3 approximately. I don't know. - I don't know
4 guarantee I signed, as we disassed this 4 exactly.
5 before. 5 Q. - How much did you pay to settle this
6 MR. ISSER: - All right. ° We 6 judgment?
7 request doc11manta showing the 7 A. - I believe it's under
8 satisfaction of that judgment. 8 confidentiality.
9 MR. WORTZEL: ° We'll take it 9 MR. ISSER: ° We request the
10 under advisement. And I believe that 10 documanen sufficient to show the
11 it's been -- the satisfacrinn 11 amount paid in this judgment.
well,
12 of judgment has been publically 12 Q. - Where did you get the money to pay
13 filed. ° But we'll take the request 13 this judgment?
14 under advisement. I'm not sure what 14 A. - It was through another company.
15 else you're asking. 15 Q. - What do you mean "through another
16 Q. ° I want you to go to, I guess, let me 16 company"?
17 see what page --
any annument showing how 17 A. - It was through another -- it's under
18 much was paid to settle the judgment to 18 confidentiality. I can't answer that.
19 satisfy it, as it means it was not paid in 19 Q. - Where you got the money to pay is
20 full. ° That's what we're requesting. 20 not Mr. Schnaier. - Where did
confidential,
21 MR. WORTZEL: ° We'll take it 21 you get the money to settle the judgment?
22 under advisement. And I'll note that 22 A. - From another company.
23 there, I believe there is a 23 Q. - What company?
24 confidentiality, there's confidantint 24 A. - Can we take a break here?
25 issues, but I don't remember if this 25 Q. - I'd like an answer to my question,

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1 Joseph Schnaier 1 Joseph Schnaier
2 first. 2 answer the question. - The witness

3 MR. WORTZEL: ° The question is 3 thinks that there might be a clause

4 where was the money obtained to pay 4 or agreement that prohibits him from
5 off the Dragonfly judyfüéñt? 5 making this disclosure, but he
6 MR. ISSER: - Correct. 6 doesn't have that agreement offhand
7 MR. WORTZEL: ° The witness has 7 and the ability without causing delay
8 stated that he believes that there is 8 of the deposition to check.
9 a limit on confidentiality. 9 So the witness will answer the
10 MR. ISSER: - Well, I object to 10 question subject to the following,
11 that. Because I think he's confused 11 one, as we've stated the first day
12 between the confidentiality ay ment 12 and I'll state it again, this entire
13 on the judgment -- 13 deposition transcript is deemed
being
14 Q. What -- from what 14 confidential in accordance with the
company company
15 did you obtain the
money pay to Dragonfly? 15 confidentiality order in this case.
16 MR. WORTZEL: ° Hold on. ° If the 16 MR. ISSER: ° And I joined in for
17 witness wants to speak to me about 17 that, yes.
18 whether he can answer the question, 18 MR. WORTZEL: ° And, number two,
19 then I guess we'll go off the record 19 the witness will find a way to get
20 and do that. 20 the agreement that he thinks
21 A. I don't see where the relevancy is, 21 potentially has a confidential clause
22 but okay. 22 and to the extent that it turns out
23 MR. ISSER: - Josh, he doesn't 23 that this information was prohibited
24 need to speak to you about the 24 from being disclosed, that defan±ns

25 relevancy. - I want an answer to 25 agree that the disclosure will have

my

Page 565 Page 567

1 Joseph Schnaier 1 Joseph Schnaier
2 question. I'm entitled to an answer 2 been -- will be treated as having
3 before -- 3 never been made and there will be no
4 MR. WORTZEL: ° Joe, is it your 4 pro tunc --
any disputes can be
5 understanding that where the money 5 raised to waive the confidentiality
6 came from is subject to a 6 after the fact, but, you know, rather
7 agreement? Is that 7 than to see whether -- or
confidentiality waiting
8 what you need to aia"nac with me? 8 rather than refusing to answer and
9 THE WITNESS: ° Yes, I believe 9 checking later, we'll answer and then
10 so. 10 to the extent that it turns out that
11 MR. WORTZEL: ° Then let's go off 11 he wasn't supposed to have said that,
12 the record and we'll discuss that. 12 then we'll agree that, basically,
13 We're not aian"acing relevance. 13 that will be deleted from the record
14 MR. ISSER: - All right. - We'll 14 non pro tune.
15 take a five-minute break. ° Let's come 15 Do you agree with that? And
16 back at 3:02. 16 you can reserve all rights.
17 (Whereupon, a brief recess was 17 MR. ISSER: ° Well, we reserve
18 taken.) 18 the right to restore it to the
19 BY MR. ISSER: 19 record, subject to us pursuing rights
20 Q. ° Do you have an answer for me, Mr. 20 to get the answer.
21 Schnaier. 21 MR. WORTZEL: - That's correct.
22 Withdrawn. 22 BY MR. ISSER:
23 Did you confer with your counsel? 23 Q. - So where did you get the money?
24 MR. WORTZEL: ° So the witness is 24 A. - It's really not a big deal. ° But

25 to -- the witness is to 25 I -- I settled the case with in

going going equity

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1 Joseph Schnaier 1 Joseph Schnaier
2 another company. 2 signed a promissory note for $200,000? ° Does

3 Q. What company? 3 that sound familiar?

4 A. A software company. I had this 4 A. - Yes.
5 stock in this company Seed Software, which I 5 Q. - Are they suing you for $200,000?
6 gave -- exchânged with the company CEO who 6 A. - It's possible. ° It's just that it's
7 then gave in this CL labs, 7 not the 200 -- that's not what it is. ° Let's
Dragonfly equity
8 it's called Clarion Labs Diagnostic Company, 8 just say yes to move forward.
9 which he accepted in lieu of a settlement. 9 Q. - What is the status of that lawsuit?
10 Q. ° Turn to the next page on this tab. 10 A. - Pending.
11 Do you know who are Vasilis and 11 Q. - There's been no judgment yet?
12 Christine Anagnostopoulos? 12 A. - No. - And there won't be, in my
13 A. ° That was an old landlord. 13 opinion.
14 Q. ° Did they obtain a judgment against 14 Q. - All right. ° Is there a en=nlaint to
15 you for 19,523? 15 foreclose your house pending?
16 A. I don't recall that, but it says it 16 A. - No.
17 here, so maybe. 17 Q. - Has the bank paid the last three
18 Q. ° Did you ever
pay that judgment? 18 years --

19 A. ° Yes, I believe I did. 19 A. - I'm sorry, I'm sorry, no. ° My

20 Q. - When did you pay that judgment? 20 parents' I have my name on the
house,
21 A. ° It was a long time ago. 21 mortgage. - parents'
Yes, that's my house.
22 Q. ° Did Mintz Levin obtain a judgment of 22 Q. - Where is your parents' house
23 over $170,000 against you? 23 located?
24 A. ° I believe so. 24 A. - In Merrick, New York.
25 Q. And did you pay off that judgment? 25 Q. - That's not your house. - Is your

Page 569 Page 571

1 Joseph Schnaier 1 Joseph Schnaier
2 A. No . 2 house the subject of a foreclosure
3 Q. That j udgment still stands? 3 proceeding?
4 A. Yes. 4 A. - No.
5 Q. And who is Morris Amkie? 5 Q. - And why are you on -- do you own
6 A. Someone I knew a long time ago. 6 your parents' house?
7 Q. And was she granted a summary 7 A. - Long story, but I'm on -- I got it
8 judgment for $230,000 against you? 8 for them a long time ago and it's upside
9 A. ° I believe -- I don't recall if she 9 down . - So it's just a long story.
10 had a judgment -- he had a judgment. 10 Q. - Is there a federal tax lien for you
11 Q. ° Did you ever -- 11 in the sum of $88,375.27?
12 A. ° Yeah, it was settled. 12 A. - Not that I know of.
13 Q. ° Okay. - And what about -- are you 13 Q. - Are you aware of any federal tax
14 being currently sued by Tamir Shabat? 14 lien in your name?
15 A. ° Yes. 15 A. - There is no tax liens that I know
16 Q. And they're claiming that you owed 16 of.
17 over $200,000 from you, correct? 17 Q. - Now, other than what we've diar¬1aaM

18 A. I don't know about 200,000. 18 today, are there any judgments against you,
19 Q. Over 200,000. 19 either pnMng or which have been paid?
20 A. I don't know. 20 A. - No.
21 Q. Well, I mean, do you know if they 21 Q. - That's the only judgments?
22 made an affidavit in support of a motion for 22 A. - To the best of my recollection, yes .
23 summary judgment in lieu of complaint? 23 Q. - All right. ° Turn to tab 69, please.
24 A. ° I believe so. 24 MR. ISSER: ° For the record this
25 Q. And in that, do they claim you 25 is LXL 210382.

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2 (Whereupon, at this time, the 2 Q. Now, if you look, it says Hakkasan.
3 reporter marked the above-mentioned 3 Who is Hakkasan?
4 e-mail as Defendants' Exhibit 41 for 4 A. - What about them?
5 identification.) 5 Q. - What are they?
6 BY MR. ISSER: 6 A. - They're a nightclub in Las Vegas.
7 Q. ° This an e-mail from Brian Landow 7 Q. - Are Wantickets'
is they one of top ten
8 to Richard -- from Brian Landow to 8 clients?
Blakeley
9 Richard -- withdrawn. ° From Richard 9 A. - Possibly.
Blakeley
10 Blakeley to Brian Landow -- Richard Blakeley 10 Q. - Would it hurt if Wantickets lost
11 was the CEO when you owned Wantickets, 11 their business?
12 correct? 12 A. - Yes.
13 A. Correct. 13 Q. - I mean, under number three, were
14 Q. And you worked closely tógether, 14 they a top ten client of wantickota at any
15 correct? 15 time before the APA?
16 A. Correct. 16 A. - I don't recall. I know who they
17 Q. Now, if you look, he tells him, he 17 are, but I don't recall if they were a top
18 says, Below is updated due to the shift from 18 ten client.
19 deferred sales to accounts payables in Newco 19 Q. - You were CEO; you don't know who the
20 for events that took place from -- and it 20 most important clients for Wantickets were?
21 says here, the first sentence, 68,400 and 21 A. - I do.
22 it's an ontatanding payables under Wantickets 22 Q. - And was Formula Drift one of them?
23 RDM for ongoing operations. 23 A. - I have to take a look. - This is
24 Do you have any dispute that as of 24 years ago.
25 May 30, 2017, you were CEO of LiveXLive 25 Q. - If you look at number four, it says

Page 573 Page 575

1 Joseph Schnaier 1 Joseph Schnaier
2- - Tickets at that which is 2 the total due now is 1,003,932. - Do you have
time, Wantickets,
3 at that correct? 3 -- that's the total due for past debts
basically, time, renamed, any
4 A. ° Correct. 4 owed by Wantickets that LiveXLive did not
5 Q. ° Do you dispute the acmracy of that 5 assume; is that correct?
6 number? 6 A. - It looks like it.
7 A. I don't see why, it looks okay. 7 Q. - And did you, Danco, or any other
8 Q. Now, the second one says, 498,980 in 8 company you control ever pay any portion of
9 outstanding payables, taking place prior to 9 these debts?
10 closing on Wantickets RDM's books for 10 A. - Yes, we did.
11 existing and ongoing clients that are 11 Q. - Which ones?
12 inainting on leaving if not paid. 12 A. - I believe we paid the -- which one
13 Is that an accurate stata=nt? 13 was part -- I can't reanember exactly, but it
14 A. I don't know. 14 was part of one of the Caesars companies. - We

15 Q. You don't know if $498,000 was owed 15 paid some of it off and the Light group we
16 in mectanMn" payables to Wantickets before 16 paid off which was that judgment.
17 the APA was closed and that those clients 17 Q. - Open tab 40, please.
18 would leave if they were not paid? 18 MR. ISSER: ° This is, for the
19 A. I don't know if they would leave if 19 record, a letter to Joe Schnaier
20 they were not paid, but I don't know if that 20 dated May 31, 2017 from Blake
21 number is -- I would have to go back into the 21 Indursky.
22 books and see what the numbers are. 22 (Whereupon, at this time, the
23 Q. ° Do you have any reason to dispute 23 reporter marked the above-monrinned

24 the accuracy of these numbers? 24 letter dated 5/31/2017 as Exhibit 42

25 A. ° No. 25 for identification.)

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2- -BY MR. ISSER: 2 Q. Okay. And these are the numbers --
3- - - ° Q. ° Did you receive this letter on or 3 it says here there's an aggragâte of
4 about May 31, 2017? 4 $1,003,932 in outstanding payment obligations
5 A. I believe so. 5 by Wantickets.
6 Q. And is anything in this letter 6 Did you dispute that number?
7 inaccurate? 7 A. It seems about right. - I told you
8 A. I didn't read it just now. I don't 8 there was about a million in liabilities.
9 remember the whole letter. 9 Q. - And do you dispute any, getting past
10 Q. Go ahead and read it and tell me 10 the first paragraph, do you dispute any of
11 what parts you disagree with. 11 the numbers or ammunta claimed in the rest of
12 (Witness peruses document.) 12 the letter?
13 A. Yes, it is inaccurate. 13 A. - I can't tell you off the top of my
14 Q. What's inaccurate? 14 head.
15 A. Well, right from the first couple of 15 Q. - Did you, Danco, or any company
16 sentences. ° It's inaccurate. 16 you're affiliated with these liabilities
pay
17 Q. ° Tell me what part of it you don't 17 at any time after May 31, 2017?
18 agree with. 18 A. - I don't believe so, but I could be
19 A. ° It says that are my responsibility. 19 wrong.
20 These are Wantickets RDM liabilities. I 20 Q. - Did you Msess this letter with
21 never personally, they're not my persondl 21 anyone?
22 responsibility. - I never agreed to 22 A. - Probably obviously.
anything my attorney,
23 like that. 23 Q. - Anyone else?
24 Q. ° Okay. - And it
says, if you read on, 24 A. - Maybe Richard.
25 it says, Indeed Loton and LiveXLive 25 Q. - Turn to tab -- and what did you say

Page 577 Page 579

1 Joseph Schnaier 1 Joseph Schnaier
2 Tickets -- and it goes relied 2 to Richard and what did Richard
on, directly say to you?
3 upon you promising to us to make these 3 A. - I don't recall exactly. - This was

4 payments in a timely fashion after the 4 years ago.

5 closing of the acquisition of the operating 5 Q. - And look at tab 41.
6 assets of Wantickets and mnnummaHng the 6 MR. ISSER: ° This is the letter
7 acquisition. 7 from Foley Shechter dated June 8,
8 Did you make those promises? 8 2017 to you.
9 A. No. ° This is Rob being Rob, and 9 (Whereupon, at this time, the
10 telling Blake to write this. 10 reporter marked the st e-fuentioned
11 Q. I didn't ask you why Rob wrote it. 11 letter from Foley Shechter as
12 I'm you if you promised that or 12 Deféñdâñts' Exhibit 43 for
asking not,
13 it's a yes or no question. 13 identification.)
14 A. ° I'm telling you no. ° This is Rob 14 BY MR. ISSER:
15 being Rob and making up lies. 15 Q. - Did you receive this letter on June
16 Q. ° Did you respond to this and say, No, 16 8th?
17 no, no, this is inaccurate, I never made that 17 A. - What tab?
18 promise? 18 Q. - Did you receive this letter on June
19 A. ° Yes. ° I believe I had my attorney 19 8th?
20 write a letter back to them in reference to 20 A. - What tab are you looking at?
21 something like this. 21 Q. - 41.
22 Q. - I'm asking specifically in response 22 A. - Yes. ° I recall getting this letter.
23 to this letter dated ° Did Q. - All And if you look
May 31st. you 23 right. at the
24 respond and tell anyone it wasn't accurate? 24 second page -- first of it's the
well, all,
25 A. I believe did that. 25 same letter as the -- numbers as the other
my attorney

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 580 to 583

Page 580 Page 582

1 Joseph Schnaier 1 Joseph Schnaier
2 one, but if you look at the second page, the 2 talking about.
3 third full paragraph starting with in 3 Q. - I'm asking you the questions in the
4 addition. I'm going to read it to you. 4 order I want.
5 In addition, from April 1, 2017 to 5 A. - These are not liabilities from the
6 the Wantickets incurred 6 that was incurred. - These are from
closing date, company
7 liabilities of 148,005. - We remind you of 7 lawsuits --

8 your obligation under section 7.4 of the APA 8 Q. - I understand that, I get it.
9 to properly pay for such liabilities in 9 A. - I'm asking you, is that what you're
10 excess of 100 grand. 10 talking about?
11 From the closing date, did you ever 11 Q. - A, yes, I am. ° But B, I am --
12 pay those liabilities or Danco or any company 12 A. - Then they were paid. - I believe
they
13 you're affiliated with ever pay 148,000 in 13 were paid.
14 liabilities? 14 Q. - Really? So when they tell you that
15 A. I'm not sure which liability you're 15 they remind you of your obligation to pay
16 talking about. 16 this, you're saying they were paid up?
17 Q. ° The 148,005. - Do you dispute that 17 A. - I was paid up until the day they
18 from April 1, 2017 to the closing date, 18 fired me without cause.
19 Wantickets incurred liabilities of 148,005? 19 Q. - Just to be clear then, you paid --

20 A. ° I would have to go back and take a 20 in this paragraph, all of the necessary loss
21 look at that. ° I don't know if that's I 21 claim you owed, you claim you
true, liability they
22 would have to go back. 22 paid?
23 Q. ° Did you ask for documentation to 23 A. - I paid whatever the nacananry loss
24 demonstrate that that was an accurate number? 24 was up until the day they fired me without
25 A. ° This was a letter from their 25 cause. - I can say that 100 more times if you

Page 581 Page 583

1 Joseph Schnaier 1 Joseph Schnaier
2 attorney. - I handed this over to 2 want.
my attorney,
3 so he dealt with it. 3 Q. I'm going to read you the last
4 Q. ° Did you ever make a payment of 4 nontance. -
Therefore, please immediately make
5 148,005 after June 8, 2017 from Wantickets? 5 paysutersis to LXL Tickets, one, in the amount
6 A. I'd have to go back and check, I'm 6 of $48,005 to cover the excess liabilities
7 not sure. ° I'd have to go back and look. 7 for Wantickets.
8 Q. It says from the closing date to May 8 For that, that 48,000, had you paid
9 31, 2017, LXL tickets incurred a net loss of 9 that before this June 8th letter or after?
10 73,719. 10 A. - I don't recall, but I know they were
11 Does that sound accurate to you? 11 paid.
12 A. Yes. 12 Q. - And an amount of $73,719 to cover
13 Q. And you were required to pay how 13 LiveXLive Tickets na"acancy loss as of May
14 much of that net loss? 14 31, 2017?
15 A. Are these the losses you're talking 15 A. - I do recall --

16 about? 16 Q. - Was that before this letter or after

17 Q. I'm reading you a letter that you 17 this letter?
18 received. 18 A. - This will help you, that did refresh
19 A. ° Yes. ° Are you referring to the 19 my memory.
- This letter was written on May
20 losses for the month?· The side letter 20 correct?
31st,
21 agreement? Is this what you're talking 21 Q. - No, June 8, 2017.
22 about? 22 A. - That's correct. ° It
takes, you know,
23 Q. ° I'm talking about what it says in 23 at least a week after the end of every month
24 the letter. - I'm you -- 24 for Richard and the financin1 team to
asking
25 A. ° You don't even know what you're 25 reconcile all the losses. - So these -- this

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
NYSCEF DOC. NO. 418 Joseph Schnaier Confidential RECEIVED NYSCEF: 07/16/2021
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Page 584 Page 586

.1 - - -.......Joseph Schnaier .1..... - - - ..Joseph Schnaier
.2 - - was jumping the gun a little bit on, you .2 .. for cause — for no cause.
- - .3 . . . . Q. -
.3 know, when things were supposed to get paid. Now, just quickly if you look at tab
.4 - - And they must have, in my opinion, I think .4 . .
42, which is the July 7, 2017 letter from
.5 - - they sent this earlier than Richard would .5 . .
Foley Shechter, did you receive this letter
.6 - - have reconciled the losses, and had the .6 .. on July 7, 2017?
.7 - - numbers.. I think there was a little — there .7 . . . . A. - What tab are you looking at?
.8 - - was a thing in there. .8.... Q. - Tab 42.
.9 - - - . Q.. I'm sorry, did you pay the $48, 005 .9 . . . . . - -
-(Whereupon, at this time, the
10 - - and $73,719, as you testified over and over 10 . . . .
.replier marked the above-mentioned
11 - - again that you did, or are you now saying 11 . . . . .letter from Foley Shechter dated
12 - - your memory is refreshed and you did not pay 12 . . . . .7/7/2017 as Defog'<»+~' Exhibit 44
13 - - the money bees se you didn't feel the losses 13 . . . . .for identification.)
14 - - had been properly reconciled? 14 . . . . . - - -(Witness peruses document.)
15 - - - . A.. I'm saying that all the losses had 15 . .BY MR. ISSER:
16 - - been paid up until I was fired without cause. 16 . . . . Q. - Do you see this letter?
17 - - - . Q.. I don't so then you' re 17 . . . . A. - I see it.
understand,
18 - - saying— 18 . . . . Q. - Did you receive it?
19 - - - . A.. I'm saying they were paid. 19.... A. - Yes.
20- - - . Q.. Okay.. 20.... Q. - And do you
Very good. see it demands that you
21 - - - . A.. Which
money that is supposed to be 21 . . return the stock you received, the 1.8
22 - - coming back to me as a loan. 22 . . million shares of stock you r~~~iveu in the
23 - - - . Q.. Now, if you look at, we' re on the 23 . . cyagany? - Did you ever return that stock?
24 - - same page, it says in the next paragraph 24.... A.. No.
25 - - after the one we were discussing at length, 25 . . . . Q. - And just open tab 43.
quickly,

Page 585 Page 587

.1 - - -.......Joseph Schnaier .1..... - - - ..Joseph Schnaier
.2 - - it says in the last sentence, As stated .2..... - - -MR. ISSER: . This is a letter
.3 - - above, from the closing date to May 31, 2017, .3 . . . . .from Steptoe a Johnson to Sasha
.4 - - LXL Tickets incurred a net loss of $73,719. .4 . . . .
.Ablovatskiy dated July 10, 2017.
.5 - - However, as of May 31, 2017, you have .5 . . . . . - -
-(Whereupon, at this time, the
.6 - - received an aggregate salary of $18,333.32 .6 . . . . .reporter marked the above-~»'~~~~

.7 - - from LXL. .7 . . . . .letter from Steptoe & Johnson dated

.8 - - - . . . Do you agree in your employment .8 . . . . .7/10/2017 as Defendants' Exhibit 45
.9 - - agreement you weren't to receive salary if .9 . . . . .for identification.)
10 - - there were losses? 10 BY MR. ISSER:
11 - - - . A.. So that's what I was just ~~laining 11 . . . . Q. - Is this the letter you referred to
12 - - to you.. These losses weren't out until weeks 12 . . when you said your lawyer responded to the
13 - - after I got paid my
paycheck.. So they came 13 . . letters?

14 - - back and said, Oh, you weren't s ~used to 14 . . . . A. - I believe so.. There may have been
15 - - get paid, because there were losses. in - But 15 . . another one.
16 - - reality, I never saw any of the losses, nor 16 . . . . Q. - Do you know if there was another
17 - - did they.. And they' re just throwing that out 17 . . one?

18 - - there because the losses came out already 18 . . . . A. - I can't remember but this
exactly,
19 - - after the fact when I got paid. 19 . . is one of the letters, yes.
20 - - - . Q.. And just to be clear, though, did 20 . . . . Q. -
Now, let's pull up tab 39.
21 - - you ever repay the $18,333.33 you received in 21 . . . . . - - -MR. ISSER: . This is your
22 - - salary that they claim you were not entitled 22 . . . . .emplo:~t agreement for the record.
23- - to? 23..... - - -
(Whereupon, at this time, the
24 - - - . A.. To be clear, I was — I covered all 24 . . . . .reporter marked the above-mentioned
25 - - of the losses up until the day I was fired 25 . . . . .employment agreement as Defendants'

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(877) 479 24
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
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1 Joseph Schnaier 1 Joseph Schnaier
2 Exhibit 46 for identification.) 2 your employment -- withdrawn.
concerning
3 BY MR. ISSER: 3 In the exhibit, in tab 43 of the
4 Q. ° Is this an accurate copy of your 4 letter from your lawyers to Sasha it says
5 employment agreement, Mr. Schnaier? 5 that Rob constantly harassed and harangued
6 (Witness peruses 6 you before other employees. - I could show it
document.)
7 A. The fifth employment agreement -- I 7 to but I'll represent that.
you,
8 believe so. I don't have -- 8 When did Rob harass and harangue you
9 Q. ° The emnloyment agreement is entered 9 before other employees?
10 into between LiveEive Tickets, which is a 10 A. - Multiple times.
11 wholly-owned subsidiary of Loton Corp. and 11 Q. - What kind of things did he say?
12 yourself, correct? 12 A. - Just really, you know, condescending
13 A. ° Okay. 13 things. - You see it on the text messages, you
14 Q. ° Did you ever work for LiveXLive 14 see it on some of the e-mails. - He does

15 Media? 15 this -- he has a pattern of this to a

doing
16 A. I guess so. 16 lot of different people. And this is, you
17 Q. Really? - What was your position with 17 if you want me to give you exactly, I
know,
18 LiveEive Media? 18 mean, I don't even want to say it over the
19 A. ° I was the CEO of LiveXLive Tickets 19 Zoom.
20 which was owned by LiveXLive Media. So I 20 Q. - You know what, we can move on.
21 guess in I technically worked for 21 Let me ask you this. - Do you know if
connection,
22 LiveXLive Media. 22 LiveXLive lost -- LiveXLive Tickets or its
23 Q. ° With your experience in the 23 parent, LiveXLive Media lost Wantickets
24 financial world, is that your understanding 24 customers hanae the debts weren't paid
25 between the parent and a anhciai=ry? - That if 25 after the APA?

Page 589 Page 591

1 Joseph Schnaier 1 Joseph Schnaier
2 you work for the you work for the 2 A. I think -- I believe that could
anhaidiary, they
3 parent? 3 have -- know how to handle
they didn't the
4 A. ° Well, I mean -- 4 customers. -
They didn't allow Richard to pay
5 MR. WORTZEL: ° Objection to 5 the customers via cash flow. - And Rob didn't

6 form. for a legal 6 want to put into the huninaan. ° So

Calling any money
7 conclusion. 7 he let the business die out.
8 Q. ° You could answer. 8 Q. - But I thought you said the business
9 A. ° I mean, technically, probably not, 9 didn't need any money from Rob to remain a
10 but, I mean, I guess if you want to consider 10 going concern.
11 it, I work for LiveXLive Ticket. 11 A. - I'm saying to pay some of the
12 Q. So why did you sue LiveXLive Media 12 liabilities you're asking me now.
13 for breach of the employment agreement, 13 Q. - Right. ° You said it didn't need any
14 that's my point, if you didn't work for 14 capital infusion. If it didn't lose any
15 LiveXLive Media? 15 assets -- withdrawn.
16 A. ° I thought I said I tecMically 16 My question is, which you still
17 worked for LiveXLive Media because they owned 17 haven't answered, do you know if customers
18 it. ° It was a parent of LiveXLive 18 left WanHr¾ts hacause of debts that were
company
19 Ticket. 19 existing before the APA were not signed?
20 Q. So it is your understanding that a 20 A. - I believe so. ° I mean, if Rob would
21 parent -- withdrawn. 21 have kept his all would have been
company word, they
22 Other than the fact that LiveXLive 22 paid, they all would have been fine.
23 Media is the parent company of LiveXLive 23 Q. - Do you know if the leaving of the
24 Ticket, are you aware of any other reason 24 customers due to the nonpayment of debts that
25 that they would have any obligation 25 were acquired before the APA was signed had a

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 materially adverse effect on Wantickets' 2 Media for the assets of Wantickets, correct?
3 business or LiveXLive Ticket's business, if 3 A. - Yes.
4 you know? 4 Q. - And Rob Ellin annumprily, putting
5 A. ° Like I said, if Rob would have kept 5 that aside, the decision then by LiveXLive
6 his word and not defrauded me -- 6 Media to, as you allege, dismantle
7 Q. ° Not my question, Mr. Schnaier. 7 Wantickets, aren't you in the same boat as
8 A. If they would have been paid, they 8 every other shareholder of LiveXLive Media
9 wouldn't have left. 9 when -- whether it was your decision or not,
10 Q. ° That's not my question.
° Regardless 10 how did it hurt you more than anybody else?
11 of who you blame, did their leaving in the 11 A. - It hurt me much more than other
12 aggregate have a materially adverse effect on 12 investors.
13 Wantickets' business later to be known as 13 Q. - How?
14 LiveXLive Ticket's business? 14 A. - Number one, I got the shares that I
15 A. I couldn't answer that for you 15 purchased and that I got in the acquisition
16 specifically. 16 for a much higher price than everyone else
17 Q. - Why not? 17 did, much higher. ° Number
two, the shares,
18 A. ° Because LiveXLive, after they took 18 the agreement that we agreed on, which was
19 over, they started firing all the employees. 19 $20 million worth of stock or $5 per share,
20 Things weren't the
same, they weren't gotthg 20 ended up being worth $1.60, divided by three,
21 back to the nunrnmpts. ° were 21 and that's the number. - And because of
They treating $5,
22 our nunrnmars like basically. - And 22 that -- and it didn't have to do
crap, they anything
23 pretty much let the business die out after I 23 with the business going down.
24 was gone already. 24 It's just that, I guess, he either
25 Q. Well, do you know which came first, 25 overinflated the company and he

Page 593 Page 595

1 Joseph Schnaier 1 Joseph Schnaier
2 the losses in April or May or firing people? 2 misrepresented it to Bank of Montreal or to
3 A. Well, the losses came in prior to 3 Fidelity who ended up making the inveuiment
4 the if 4 in ° And within --
APA, but Rob would have kept his word, the company. overnight the
5 would have been fine. ° And if he 5 that was worth $5 a share was now
everything company
6 would have at least communicated better with 6 worth $1.67 a share after a reverse split.
7 the customers, things would have worked out 7 And that's only because the investors, I
8 also. ° But he didn't -- he had no interest in 8 figured out that Rob was either
guess,
9 the business or the business 9 them or -- and the wasn't
keeping growing misleading company
10 or he promised. It seemed to me as 10 worth what it or no one wanted to just
-
anything was,
11 though he just needed it to file the S1, show 11 pay that price, maybe 1- of his track
12 some revenue, Leuaüse they had none, and in 12 record and history, or, I don't know,
13 order to be a little you in order 13 maybe -- I don't know what the other issue
bit, know,
14 to create a currency with the stock and go 14 is, but at the end of the day I got hurt a
15 public, and he probably did it successfully 15 lot more ha-a of I gave a company that
16 because now look what he's doing, he's paying 16 was -- been around for many, many years in
17 off his rent with the stock, he's paying off 17 lieu of stock, a stock transaction, and the
18 maybe attorneys with the stock, I don't know. 18 stock got cut by three or 400 percent for
19 He's paying off customers and vendors with 19 absolutely no reason.
20 stock. 20 Q. - All right.
21 So without Wantickets' 21 A. - And I had no antidilution protection
acquisition,
22 he would have never had those shares to be 22 and I got hurt much worse than any of the
23 turned into
currency form. 23 other investors.
24 Q. ° So let me ask you this. ° How did 24 Q. - I don't really think that answered
25 it -- received stock in LiveXLive 25 that's fine.
you, Danco, my question,

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
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1 Joseph Schnaier 1 Joseph Schnaier
2 Pull up the APA, tab 19. - I know I'm 2 clients by year.
° Do you see that?

3 to regret but I want you to go to 3 A. - I do.

going this, Yes,
4 the schedule on the APA. 4 Q. - Wynn was the biggest client by far
5 MR. WORTZEL: ° How long are you 5 in 2016, correct?
6 going to be? 6 A. - That's what it says.
7 MR. ISSER: - I hope another half 7 Q. - $992,129.55 in handling fees,
8 hour. 8 correct?
9 MR. WORTZEL: ° We've already 9 A. - Yes.
10 been for six hours. ° Do you 10 Q. - The next highest client is $357,000
going
11 really need another half hour? 11 which is almost a third of what Wynn was,
12 MR. ISSER: - Yes, I think so. 12 correct?
13 If not, we'll be done earlier. 13 A. - Yes.
14 MR. WORTZEL: ° All right. ° At 4 14 Q. - unkkacan was the third biggest
15 o'clock I'm and then 15 client in 2016. ° Do you know if left
doing my cross, they
16 we're done. ° This is longer 16 =''aa their bills weren't paid from before
being
17 than we had initially Man'1acaa 17 the asset purchase agreemeni?
18 MR. ISSER: - I'm going to 18 A. - I couldn't tell you that, but I had
19 reserve -- with
my right 19 a good relationship personally them.
20 MR. WORTZEL: ° You can go 20 Q. - All right. ° But
now, the fourth
21 another half but -- 21 biggest client was the Light. - That's who you
hour,
22 MR. ISSER: - I'm going to 22 had a settlement agreement with, correct?
23 reserve my right to continue the 23 A. - Correct.
24 deposition hacause I think time was 24 Q. - And did they leave h en11ae their

25 wasted and nonresponsive but let's 25 bills from before the asset purchase

Page 597 Page 599

1 Joseph Schnaier 1 Joseph Schnaier
2 try and get it done rather than 2 agreement weren't paid?
3 talking about it. 3 A. - Yes.
4 BY MR. ISSER: 4 Q. - And Formula Drift is the 7th biggest
5 Q. Can you turn to page 59 of the 5 client. - Do you know if left because
APA, they
6 the PDF page 59. - It's schedule 3.19. 6 their bills weren't paid, bills that were
7 MR. ISSER: - Josh, if this takes 7 owed from before the APA?
8 five minutes, I'm taking five minutes 8 A. - I don't know. ° That was after I left
9 more. 9 already.
10 A. ° That was uncalled for. 10 Q. - So now, the first, third, fourth,
11 MR. WORTZEL: ° Just finish the 11 and let's say seventh -- four of the top ten,
12 deposition. 12 one of them being the biggest by far st-spped
13 MR. ISSER: - I'm waiting for him 13 doing business with Wantickets after --

14 to get to the page. 14 withdrawn.

15 Q. ° Let's see how long it takes. - PDF 15 ¤acause their bills weren't paid,
16 page 59 of tab 19, which is the APA. 16 correct?
17 Let me know when you get there, Mr. 17 A. - No, Wynn we lost hacallma they went
18 Schnaier. 18 to another company at the beginning of the
19 MR. WORTZEL: ° It's the fourth 19 new year.
20 page from the last. ° It's Bates 20 Q. - When did Wynn go to another company?
21 stamped P 120. 21 A. - I believe it started in maybe
22 A. 59? - What schedule number is it? 22 Danambar '15, if my memory serves me
23 Q. 3.19. 23 correctly or
January of '16.
24 A. I'm almost there. ° Got it. 24 Q. - So your position is Wantickets
Okay,
All - was --
25 Q. right. Now, it says, Top ten 25 before when you testified that

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1 Joseph Schnaier 1 Joseph Schnaier
2 Wantickets had better, was in a better 2 A. Yes.
3 position after -- business was improving 3 Q. And he says, after several
Joe,
4 after the signing of the letter of intent and 4 conversations, the following amounts are
5 then the APA that takes into account the loss 5 still due and he lists 146-some-odd thousand
6 of its biggest client far? 6 and 40-some-odd thousand. - Those are for
by
7 A. ° The jazz club that we were going to 7 debts to Wantickets before the asset purchase
8 sign up as a client was twice or maybe three 8 agreement was signed, right?
9 times the size of three of those put 9 A. - Correct.
10 together. 10 Q. - And you write back -- he writes
11 Q. Was there any discussion of Wynn 11 later on the next page, Joe, you promised
12 returning to Wantickets if Wantickets paid 12 this past due was being handled over a month
13 the menranding bills owed to them? 13 ago, and I trusted you that that had been.
14 A. ° No. ° They got a big check from a 14 Had you promised him that?
15 -- on probably
company called 15 A. This was based promises
16 Q. ° I didn't ask you whether I -- he made me look
they got a 16 that Rob made to me that
° Was there
17 check. any Mamach that they 17 bad and I ended up paying it off myself
18 would return to Wantickets if Wantickets 18 personally a month later.
19 paid -- 19 Q. - What promise did Rob make to you
20 A. ° No. ° Their contract ran out
and they 20 that you felt you can make this promise to
21 got a big check from another company. - And 21 Colin Camer?
22 Rob was aware of it way prior to our signing 22 A. - That he would unrestrict some of my
23 the APA, he knew all about it. 23 stock after the closing.
24 Q. ° Right. ° What do you mean -- you know 24 Q. - And now, as we said, Light is one of
25 what? ° Open tab please. 25 the -- withdrawn.
47, top

Page 601 Page 603

1 Joseph Schnaier 1 Joseph Schnaier
2 MR. ISSER: - This is an e-mail. 2 Now, if you turn to tab 48, please.
3 The top one is from Colin Comer to 3 MR. ISSER: ° For the record the
4 Joe Schnaier, and it is dated July 4 top one is an e-mail from Joe
5 14, 2017. 5 Schnaier to Stefan Geyer dated August
6 (Whereupon, at this time, the 6 1, 2017.
7 reporter marked the above-mentioned 7 (Whereupon, at this time, the
8 e-mail dated 7/14/2017 as Defendants' 8 reporter marked the above-mentioned
9 Exhibit 47 for identification.) 9 e-mail as Defendants' Exhibit 48 for
10 BY MR. ISSER: 10 identification.)
11 Q. ° Do you recognize this e-mail? 11 BY MR. ISSER:
12 A. ° What number? 12 Q. - Do you see that? ° Did you send this
13 Q. 47. 13 e-mail on August 1, 2017?
14 A. Okay. 14 A. - Yes.
15 Q. Do you see this e-mail? - Who is 15 Q. - And before Stefan Geyer
that,
16 Colin Comer? 16 forwards the e-mail to you, Joe, can you get
17 A. ° Colin was probably pronident of the 17 in here and get in touch with Colin? ° Do you

18 Light but one of the positions -- 18 see that?

Group,
19 probably not president but he ran the Light 19 A. - Yes.
20 Group. 20 Q. - He forwards you an e-mail from Colin
21 Q. ° This is July 2017. ° He writes -- 21 saying
-- from Colin to Wantickets and Brian
22 well, first if you look at the bottom one is 22 Landow, There have still been no payments
23 Steve Murray from the Light Group? ° Steve 23 from Wantickets on our significant past due
24 writes to you on July 13th. 24 balance. - We're to lose our business
Murray going
25 Do you see that? 25 over unpaid sales, which is a big problem for

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(877) 479-2484
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Joseph Schnaier Confidential
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1 Joseph Schnaier 1 Joseph Schnaier
2 a ticketing company. 2 Q. What other things?
3 Do you see that? 3 A. I believe they had a relationship
4 A. Yes. 4 with another ticketing company, and they were
5 Q. Do you know of any other reason why 5 going to go -- I think they were going to go
6 they would have lost Light other than this 6 anyway.
7 unpaid balance? 7 Q. - They were a top ten client, correct?
8 A. ° Well, Brian jumped in and tried to 8 A. - I don't know if they were a top ten
9 work it out with and for some reason -- 9 client.
them,
10 and he couldn't, obviously, because Rob 10 Q. - Well, let's look at Section 3.19,
11 wouldn't allow him to. And Rob just let it 11 Formula Drift is top seven for 2016.
12 go and he didn't -- he wouldn't allow us to 12 Do you think that's not accurate?
13 it. 13 Let's be clear. ° Is that list of the ten
pay top
14 Q. I see he wouldn't allow you -- I 14 clients for each
by revenue year, is that
15 understand. ° You had an obligation -- 15 that cohoa117o 3.19?
accurate, list,
16 withdrawn. 16 A. - I have no reason to believe
17 If you look at tab 49 -- withdram_. 17 otherwise.
18 Are you aware that Light eventually, 18 Q. - To the best of your knowledge, is
19 because these bills weren't paid, terminated 19 that accurate?
20 contract and sued? 20 A. - To the best of my knowledge, it
21 A. ° Yes, I ended up paying Light. - We 21 looks accurate, yes.
22 ended with them. 22 Q. - All right. And you knew that
up settling
23 Q. ° Right after they left Wantickets, 23 Hakkasan, Light, and Formula Drift had not
24 correct? 24 been paid and were owed money when you signed
25 A. I don't recall the exact date. 25 the APA, correct?

Page 605 Page 607

1 Joseph Schnaier 1 Joseph Schnaier
2 Q. Do you know what Rockwell Miami is? 2 A. Everyone knew that.
3 A. Yes. 3 Q. Okay. And do you think number three
4 Q. And did -- were 4 on the Hakkasan and number four
they they claiming list, Group
5 they were owed 23,000-some-odd dollars in 5 on the list, the Light Vegas, and number
6 debt before the asset purchase agreement? 6 seven on the list -- eight on the list --

7 A. ° I believe so. 7 sorry, eight on the list, Formula Drift, all

8 Q. ° Do you know if that debt was paid? 8 of them were leaving and not being paid would
9 A. I don't -- I'm not sure if some of 9 be a materially adverse effect on the
10 it came from us or all of it from us and some 10 business that was Wantickets and going
11 from LiveXLive Tickets. ° I'm not sure. 11 forward with LiveXLive Tickets?
12 Q. Were they paid? 12 A. - It would be, and like I said, if Rob
13 A. No, they weren't paid. 13 would have kept his word and not defrauded
14 Q. Now, Formula Drift we diarmnaarl 14 me, they would have stayed in business and we
15 Did you promise Formula Drift several times 15 could have kept all the business and grew it.
16 in e-mails that they would be paid? 16 Q. - Right. And do you know what exodus
17 A. ° I told them that we would pay them, 17 festival is?
18 yes. 18 A. - Yes, I do.
19 Q. Several times, correct? 19 Q. - And were they owed money before the
20 A. I spoke to them quite a few times. 20 APA?
21 We had a good rahHrmahip. 21 A. - No, I believe it was afterwards.
22 Q. ° But they terminated their 22 Their festival came in June, I think.
23 relationship with Wantickets hana''ca they 23 Q. - Did they make a demand for payment
24 weren't paid; is that correct? 24 on June 21, 2017 that they were owed
25 A. ° That amongst other things. 25 $155,000?

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Yes. But June 21st was after my May 2 agreement, it's page 23.
3 5th closing. 3 A. - 8.2?
4 Q. ° But wasn't it for money owed from 4 Q. - Yes.
5 before May 31st? 5 A. - Okay.
6 A. I believe some of it was and some of 6 Q. - Are you familiar with this
7 it wasn't. 7 provision?
8 Q. ° Did you pay the money that was owed 8 A. - Allegatinna of the seller, managing
9 from before? 9 member --
10 A. ° No. ° It was part of the liabilities. 10 (Witness peruses document.)
11 Q. ° And you and Danco had -- and you 11 Q. You know what, withdrawn.
12 frankly, didn't you agree in the asset 12 Do you know what DA Boys is?
13 purchase agreement to indemnify LiveXLive for 13 A. I don't really recall.
14 any liabilities they incurred due to the 14 Q. Do you know if they made a demand
15 nonpayment of liabilities? 15 for payment?
16 A. I don't recall that. I know they 16 A. - I don't remember who they are.
17 got indemnified from anything from the 17 Q. - Pull up tab 56.
18 Eventbrite liabilities. ° But it's an asset 18 I want to ask you if you
briefly
19 purchase, so I'm assuming that they had, you 19 recognize this hmant settlement and
20 know, they were respnsible for it. 20 release agreement.
21 Q. We can do that another time. 21 A. - 56?
22 Do you know if Tomislav, Mustapic, 22 Q. - Yes.
23 and Social Media House made a demand for 23 (Whereupon, at this time, the
24 $90,840 for debts they claim they were owed 24 reporter marked the above-monrinned

25 before the asset purchase agreement? 25 settlement and release agreement as

Page 609 Page 611

1 Joseph Schnaier 1 Joseph Schnaier
2 A. yes. 2 Defendants' Exhibit 49 for
Vaguely,
3 Q. And was that money paid? 3 identification.)
4 A. I don't believe so. 4 BY MR. ISSER:
5 Q. And do you know if they filed an 5 Q. - Do you recognize this document?
6 arbitration or a litigation? 6 A. - Yes.
7 A. ° I believe they filed an arbitration. 7 Q. - And is that your signature on the
8 Q. And did you or any of the companies 8 last page?
9 you control pay LiveXLive expenses and lawyer 9 A. - Yes.
10 fees for the arbitration? 10 Q. - Okay. And pull
up tab 57, please.
11 A. ° I know nothing about that. 11 MR. ISSER: ° Mark it, please.
12 Q. Okay. ° Do you know if you were 12 (Whereupon, at this time, the
13 required to indemnify them for any anmages 13 reporter marked the above-mentioned
14 they suffered as a result of those 14 agreement to permit lifting of
15 liabilities not being paid? 15 restricted legend and partial
16 A. I don't know any of that, and it 16 foreclosure on LiveXLive Media shares
17 wasn't -- I don't know if they arronded any 17 as Defendants' Exhibit 50 for
18 kind of arbitration. 18 identification.)
19 MR. WORTZEL: ° I'm sorry, I was 19 BY MR. ISSER:
20 on mute. Objection to that last 20 Q. - Is that your signature?· I'm going
21 question. 21 to ask you the same thing when I get to the
22 Q. ° Let's get out the asset purchase 22 last page, but is that your ahnahme on page
23 it's tab 19. I don't want to 23 12 of the agreement? ° It's an agreement to
agreement,
24 waste time looking for the copy. 24 permit lifting of restricted legend and
25 Section 8.2 of the asset purchase 25 partial foreclosure on all LiveXLive Media

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1 Joseph Schnaier 1 Joseph Schnaier
2 shares. 2 stole.
3 Is that your signature on page 12 3 Now, did you respond and say, I
4 and 13? 4 wasn't required to pay these liabilities?
5 A. ° Yes. 5 A. - I don't believe I responded to him.
6 Q. All right. - open I let him -- I I him
Now, please tab 59, 6 rant like said, let rant
7 please? 7 on that stuff. ° Because that's what he does.
8 MR. ISSER: - For the record, 8 And if you keep answering him he just gets
9 these are a chain of e-mails starting 9 even more of a bullying type of person on
10 at P 8607 to P 8610. 10 you.
11 (Whereupon, at this time, the 11 So I mean, you know, money stole,
12 reporter marked the above-mentioned 12 this is all his M.O. ° He does this to a lot
13 e-mail chain as Defendants' Exhibit 13 of people and you can go check. - But this is
14 51 for identification.) 14 his way of intimidating and trying to ruin
15 BY MR. ISSER: 15 relationships and intimidate me.
16 Q. ° Did you send and receive these 16 Q. - Let's go to tab 60.
17 e-mails? 17 MR. ISSER: ° P 8611 is the first
18 A. ° Looks like it, yes. 18 on the chain and the first one is an
19 Q. ° You see the re line, the first one 19 e-mail from you to Rob dated December
20 is from Rob to you. - huge success at 20 2017.
Joe, 5,
21 destroying business for last three years. 21 (Whereupon, at this time, the
22 Lawsuits from all over the place. ° Tell Bo 22 reporter marked the above-manHnned

23 the truth you're a disaster and lied to stick 23 e-mail as Defendant's Exhibit 52 for
24 us with -
company. Buy back your stock today. 24 identification.)
25 Do you see that? 25 BY MR. ISSER:

Page 613 Page 615

1 Joseph Schnaier 1 Joseph Schnaier
2 A. I see that. 2 Q. It says, Rob, please call me ASAP.
3 Q. All right. - And then the next A 3 I have gotten calls all morning. ° Your
one,
4 lot of money being lost, revs, customers are 4 so-called cuts totally killed the business.
5 all leaving. 5 You have no idea what you did. - Everyone

6 That's the next e-mail from Rob to 6 thinks you never wanted to put money in to
7 - We need
you. Is any of that not true? 7 grow this business. to talk.
8 A. ° Yes. 8 Did you send this e-mail?
9 Q. ° Revs were being lost? 9 A. It looks like I did.
10 A. ° That's Rob being Rob and trying to 10 Q. Did you think at that point that Rob
11 hurt with Bo. ° Bo knew he was 11 wanted to put in to grow this business?
my relationship money
12 full of crap. And as a matter of fact, I'm 12 A. - Well, this was a few months after
13 just trying to see -- I let him rant on these 13 and, you know, it was apparent that he was
14 e-mails because there was no point in 14 just to the company. ° He would
arguing trying destroy
15 with him. ° He's you 15 tease me on a weekly basis that he was going
constantly, know,
16 bullying and trying to intimidate and bad 16 to fire this person and fire that person.
17 mouthing and this is his M.O. so I allowed 17 People I cared about, these were my
18 him to rant. 18 employees.
19 Q. ° So let's look at the second to last 19 Q. - well --

20 e-mail on the first page, where Rob writes to 20 A. - And he would tease me like they was
21 I know you created all these 21 some kind of -- like and he
you, nothing garbage,
22 liabilities, yes, well aware of when and all 22 would just fire them, you know, until I give
23 of the other customers he didn't pay. - That's 23 him what he wants, which all he wanted was
24 with 24 even ° He
why we only bought asset ironclad money, not to pay the liabilities.
25 agreement you were paying all money you 25 even asked Bo -- Bo was thinking about

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1 Joseph Schnaier 1 Joseph Schnaier
2 just to get -- make peace for me. 2 me to take care of those through the sale of
covering
3 And he wanted Bo not to send the money for me 3 shares.
4 to pay the liabilities, but to send it to 4 Number three, any other company that
5 him. ° And he was -- I don't even think he was 5 buys, that acquires another company, 100
6 interested in senMng the liabilities. 6 percent knows that they're going to make some
7 It was all a power play for him, he 7 invermonts in the company, which he promised
8 didn't care about anything. ° He didn't care 8 he would in front of in
my whole company Los
9 about the company. - He got what he wanted. 9 Angeles. - He never put not a penny into it.
10 He filed the S1, he had nothing other than 10 Not only did he not put a penny into it, he
11 Wantickets assets in there. ° And that's 11 started to fire people left and right, people
12 pretty much it. 12 that were there for long times, people with
13 Q. ° Do you know if after Wantickets was 13 families, people with kids, okay?
14 acquired if it lost $73,631 in May of 2017? 14 And number four, I mean, there was,
15 A. - It's possBle. 15 like I said, there was zero, zero information
16 Q. ° And is it possible that it lost 16 that he didn't know about. - He knew

17 81,947 in June of 2017? 17 that was going into it. ° So if he

everything
18 A. ° Yes. ° He knew all this ham'1aa 18 felt uncomfortable for whatever reason, he
19 that's why we agreed as a side letter that I 19 had ample time to not do the deal that we
20 would cover these losses until he did the IPO 20 agreed upon.
21 which was coming back -- which was a loan 21 Q. - Do you know what Drais is,
22 back to me when the IPO came out. ° He would 22 D-R-A-I-S?· Robert says Drais is canceling.
23 pay me back for those losses. 23 Do you know what he's referring to?
24 Q. ° But let me just -- I want to 24 A. - Yes.
25 understand that Rob dismantled Wantickets and 25 Q. - What is that?

Page 617 Page 619

1 Joseph Schnaier 1 Joseph Schnaier
2 never had any intonrinn of growing it, 2 A. That's a club in Vegas.
3 correct, that's your allegation? 3 Q. Were they a big client?
4 A. ° One of many. 4 A. Not really.
5 Q. Okay. ° But I'm just curious. - He 5 Q. Pull up tab 76, please.
6 buys the company, you don't pay the 6 MR. ISSER: ° This is P 8590. I
7 liabilities that are from before the APA, 7 believe it's an e-mail from Joe
8 Wynn is no longer there, four of the top ten 8 Schnaier to Rob Ellin and several
9 companies lose, the old clients leave, other 9 others, dated June 16, 2017.
10 clients leave, and the company is having 10 A. - What tab?
11 losses the first two months he purchases. 11 Q. - 76.
12 You expected him to put money into the 12 (Whereupon, at this time, the
13 business at that point? 13 reporter marked theabove-mentioned
14 A. ° All right. - Let's go one by one. 14 e-mail dated 6/16/2017 as Defendants'
15 Q. Go ahead. 15 Exhibit 53 for identification.)
16 A. The Wynn, he knew about maybe 16 BY MR. ISSER:
17 five -- four months or five months prior to 17 Q. - Did you send this e-mail on June 16,
18 the acquisition. ° He knew that we 18 2017?
closing
19 didn't have the Wynn as a customer. ° And he 19 A. - 76?
20 says it in numerous e-mails. ° The liabilities 20 Q. - Tab 76, yes. ° Is there not a tab 76?
21 he did two years in audited so he 21 Am I wrong?· There it is, I see it. ° Tab 76.
financials,
22 knew all about our liabilities. ° It was never 22 Seven followed by a six.
23 a secret. 23 A. - Okay, I got it.
24 And he made a commitment. ° He 24 Q. - All right. ° Did you send this e-mail
25 promised me we had a deal that he would allow 25 to Rob on June 16, 2017?

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. It looks like it. 2 A. I'm not sure, but I know that he
3 Q. All right. - Were you still 3 damayed the so badly it was
working company
4 at LiveXLive Tickets when you sent this 4 and I was already -- it wasn't
irrepar=_hle,
5 e-mail? 5 worth it for me to take it back.
6 A. ° I believe so. 6 Q. - Now, let's turn up the lock-up
--

7 Q. ° And you say, As via text, 7 turn to tab 64, please.

8 I've CC'd the attorneys. I would like to 8 MR. ISSER: ° It says lock-up and
9 know how we can unwind this trannancinn I 9 no shorting agreement, and it's
10 will gladly take the company back in exchange 10 horwoon Danco and the company,
11 for the shares I received. It's obvious this 11 LiveXLive.
12 cannot work. ° I need to resolve the 12 at this the
Yes, (Whereupon, time,
13 liabilities of Live RDM, but you are acting 13 reporter marked the above-monrinned

14 erratic and you are making decisions that are 14 lock-up and no shorting agreement as
15 and will be bad for the company. 15 Defendants' Exhibit 54 for
16 Why did you want to unwind the 16 identification.)
17 transaction? 17 BY MR. ISSER:
18 A. ° Because prior to the transaction he 18 Q. - Is that your signature on the last
19 was a different person and then once we 19 page, Mr. Schnaier?
20 closed, he became a much different person. 20 A. - Yes.
21 He was acting erratic, he was threatening to 21 Q. - And this is dated May 5, 2017. It
22 fire employees, he was sending me texts all 22 concerns the shares you received as part of
23 hours of the night. - You he was 23 the asset purchase correct?
know, like, agreement,
24 on something, I don't even know. 24 A. - This is --
yes, the lock-up was
25 And it was intolerable. It was 25 for -- yes.

Page 621 Page 623

1 Joseph Schnaier 1 Joseph Schnaier
2 misery from the day after we closed from him. 2 Q. If you look at the second Whereas
3 He totally turned into a monster. 3 clause, the term restricted period is defined
4 Q. ° It says, Yes, I need to resolve the 4 as 24 months following the closing date,
5 liabilities of WantRDM. What did you do 5 correct?
6 to -- withdrawn. 6 A. - Correct.
7 A. ° Excuse me? 7 Q. - It says, During the restricted
8 Q. ° Withd-ra . 8 period to restrict the holder, which is
9 Did Rob respond to this e-mail? 9 defined as basically Danco, will not directly
10 A. I would assume he ré5pOñü5. ° You 10 or indirectly, one, offer, pledge, sell,
11 know, I don't see it. 11 contract to sell, sell any option or ennerant

12 Q. What did he say? 12 to purchase, purchase any option or contract

13 A. I don't know. - I don't see a 13 to sell, grant any option, write or warrant
14 response. 14 for the sale of, make any sort of sale, lend
15 Q. Well, did you ever discuss this 15 or otherwise disclose of or transfer any
16 e-mail with Rob orally, on the phone or in 16 restricted securities.
17 person? 17 Do you see that?
18 A. ° Well, we've had many, many shouting 18 A. I do.
19 I mean, he's he sends 19 Q. Did you violate this -- did you or
matches, incoherent,
20 text messages -- 20 Danco violate this provision at any time?
21 Q. ° No, this e-mail. ° Did you ever 21 A. - I don't believe so.
22 discuss your offer to unwind the transaction 22 Q. - Did you -- within 24 months of
23 with Rob? 23 -- between 2017 and May 5,
May May 5, 2019,
24 A. I'm sure we did. 24 did you or Danco offer to pledge any shares
25 Q. And what did Rob say about it? 25 that you received from the asset purchase

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1 Joseph Schnaier 1 Joseph Schnaier
2 agreement? 2 Q. Did you review this agreement before
3 A. It's possible. I don't recall 3 you signed it?
4 like that. - But I don't know. - After 4 A. - I did.
anything
5 the -- after he fired me without cause and 5 Q. - Were you represented by counsel when
6 destroyed the things changed. - But 6 you signed this agreement?
business,
7 I don't believe I violated it. 7 A. - I believe so.
8 Q. ° But I'm asking you, between May 5, 8 Q. - Did Rob ever tell your counsel that
9 2017 and May 5, 2019, did you try to use the 9 he was going to loosen
up the restrictions?
10 Wantickets shares --
sorry, the LiveXLive 10 MR. WORTZEL: ° Joe --
11 shares received from the asset purchase 11 MR. ISSER: ° All right, I'll
12 agreement as collateral for any loans? 12 avoid the objection.
13 A. ° Possible. 13 Q. - Did you ever witness or hear Rob
14 Q. ° And if you did that, that would be a 14 tell your counsel that he was going to lift
15 violation of the lock-up and the no-shorting 15 the restrictions earlier than the two-year
16 agreement, correct? 16 period?
17 A. ° For this agreement, yes. 17 A. - I don't know if we were on -- I
18 Q. ° And where in this agreemeni does it 18 don't recall if we were on a conference call
19 say that Rob is going to let you sell shares 19 with the attorneys or it was on a separate
20 when you want to sell them to pay off 20 call, but it was the same call we discussed
21 liabilities and all of those things you had 21 the antidilution provision.
22 testified to? 22 MR. ISSER: ° All right. I'm
23 A. ° The same -- in the same conversation 23 reserving my rights, but it is 4:03
24 and agreement when we diA AA--A the 24 and I don't want to argue with you,
25 antidilution. ° He says that he couldn't put 25 Josh. - So I do have some more I'd

Page 625 Page 627

1 Joseph Schnaier 1 Joseph Schnaier
2 that in the agreement, and that he's CEO and 2 like to do, but I will let you do
3 chairman and makes all the decisions and he 3 your cross and reserve my rights.
4 didn't want to get diluted personally and he 4 MR. WORTZEL: ° Let's take a
5 would never hurt himself. ° So I he was 5 ten-minute break and then we're
mean, going
6 to treat me as though he treats his own 6 to do the cross. ° So I suggest let's
going
7 shares. 7 come back at 4:15.
8 Q. All right. - So if you look on what 8 MR. ISSER: ° I spoke too soon.
9 is LXL page 531 of this eyreement, (j), which 9 I have one quick two-minute line of
10 is -- I've got to get you the but 10 I apologize. - I was
number, questioning,
11 it's, I believe, Section 3(j), entire 11 trying to go too fast.
12 agreement. 12 BY MR. ISSER:
13 This agreement and the APA, and the 13 Q. - Pull out the amondad complaint, Mr.
14 other anrmmonh entered into in connection 14 Schnaier which is tab 2.
15 with the contemplated transaction, 15 A. - Okay.
16 collectively set forth the entire 16 Q. - And if you will look at, you see
17 understanding of the company and the 17 paragraph 70, I think it is by memory, here
18 restricted holder relating to the subject 18 we go. - 72.
19 matter hereof and supersedes all other prior 19 A. - Page 72?
20 agreements and understandings betwêêñ the 20 Q. - Yes. ° You see in the middle it says,
21 company and the restricted holder rolnHng to 21 When Mr. Schnaier didn't immediately respond,
22 the subject matter hereof. 22 Ellin wrote, you may not make it, dummy, you
23 Do you see that? 23 are a fucking clown, I'm done. - Call me in
24 A. No. ° But I'm hearing what you're 24 two years when stock frees up. - You're an
25 saying. 25 idiot. - Enough already.

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2 And on April 2, 2015, Ellin 2 lawsuit. He's been really, you know, he
3 mnrinmd to atte=t to Mr. Schnaier 3 turns into another person. - And this is from
bully
4 into closing quickly on the Wantickets deal 4 people that were close with for many years
5 Have a good real jerkoff. 5 who have been me this. - So take it as
saying, life, telling
6 Do you see those things you allege? 6 you want.
7 A. I do. 7 Q. - Were you required to sign the asset
8 Q. And did Mr. Ellin say those things 8 purchase agreement when he said these things
9 to you before you signed the asset purchase 9 in April of 2017?
10 agreement? 10 MR. WORTZEL: ° Objection to
11 A. ° I believe so. 11 form.
12 Q. ° And were you surprised the CEO of a 12 Q. - You can answer.
13 publically-traded company was writing you and 13 A. - I'm not understanding your question.
14 saying things of this matter to you? 14 Q. - Did you feel that you were bound to
15 A. ° Yes. 15 sign the asset purchase agreement when Rob
16 Q. ° Yes, but you had testified before 16 said those things to you in April of 2017
17 that you believed things Rob had told you 17 pursuant to the letter of intent?
18 hacause he was the CEO of the 18 MR. WORTZEL: ° Objection to
19 publically-traded company. When you saw this 19 form.
20 behavior from him, that did not cause you to 20 MR. ISSER: ° Withdram_. °
Josh,
21 reanalyze your faith in him, based on the 21 subject to my, you know, reservations
22 fact that he was the CEO of a 22 of rights and all that. - You can go

23 publically-traded company? 23 forward with your cross. - You want

24 A. ° Okay. ° But after these things were 24 ten minutes, you said?
25 said, he would usually have, you know, Blake 25 MR. WURTZEL: ° Yes. - Just to be

Page 629 Page 631

1 Joseph Schnaier 1 Joseph Schnaier
2 Indursky call me usually and try to, you 2 clear, are you purporting to reserve
3 make peace. - And then Rob would call me 3 rights to redirect or are you
know,
4 afterwards and start smu*ing nicely and try 4 purporting to reserve the right to
5 to smooth things over. ° And, you know -- 5 come back and continue direct
6 Q. ° That's not my question.
° I didn't 6 examination?
7 ask you if you kissed and made up. ° I'm 7 MR. ISSER: ° I'm doing both.
8 asking if you found it surprising that the 8 I'm not going to cover -- I
9 CEO of a publically-traded company would act 9 understand you are not giving me more
10 in this manner to begin with. ° 10 time because we hit 4 o'clock for
Why didn't my
11 that cause you to evaluate trusting 11 direct. So that is an issue I'm
12 everything he said solely on the fact that he 12 reserving rights on and we have to
13 was CEO of a publically-traded company? 13 work out as lawyers between
14 A. ° Always after Blake would call me and 14 ourselves. I'm not leaving my rights
15 try to tell me, you know, Rob was wrong and 15 to cover. I also obviously have a
16 Rob would call me afterwards and say, Hey, 16 right to redirect. I'm not going to
17 sorry, and smooth it over and then it was 17 squeeze in what I wanted to ask in
18 you know. 18 that time. ° That will be after
over, only
19 This is a typical -- I mean, 19 ered topics you pose, I understand
later,
20 this is and then later once we 20 that. - So I guess it's both.
nothing,
21 closed he was sending much worse stuff, and 21 MR. WURTZEL: ° So we reserve our
22 at crazy hours at night. 22 right to oppose any request to extend
23 you is -- he's -
But, know, this done 23 the direct examination. Obviously,
24 this to - And I hear it -- 24 whatever for
many people. I've you have rights you have
25 been hearing it more and more after my 25 cross.

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2 Let's come back at 4:20, we'll 2 that he put in his bio matched up with the
3 do the cross. 3 searches that I did aside from that. And the
4 MR. ISSER: - Okay. 4 truth is, I mean, we spent a significant -- I
5 a brief recess was 5 met him many times personally. - We were -- I
(Whereupon,
6 taken.) 6 had, you know, I met his wife, his children,
7 EXAMINATION BY 7 we've been out to dinner, and met some of his
8 MR. WORTZEL: 8 friends, especially people that work at
9 Q. ° Mr. Schnaier, during direct 9 LiveXLive. - And he seemed like he was honest
10 examination, when I say direct examination, 10 to me.
11 I'm referring to the entirety of Mr. Isser's 11 Q. - What did you mean in your direct
12 examination both as well as the first 12 -- in your examination -- I'm
today testimony
13 of your deposition. ° Do you understand 13 what did you mean in your on
day sorry, testimony
14 that? 14 direct examination when you referred to your
15 A. ° Yes. 15 personal relationship with Mr. Ellin?
16 Q. ° Okay. ° So
during direct examination, 16 MR. ISSER: ° Objection to form.
17 you testified that before investing in 17 Objection to the extent it
18 LiveXLive Media or signed the APA, you 18 mischaracterizes his testimony and
19 invenrigarad LiveXLive management's honesty 19 his testimony will speak for itself.
20 by, one, reviewing Mr. Ellin's bio, and two, 20 A. - We developed a really, I mean, a
21 assessing your personal relationship with 21 good relationship. We spoke pretty much on a
22 him. ° Do you recall that testimony? 22 basis for years
daily leading up to the APA.
23 MR. ISSER: - Objection to form. 23 Like I said, I have been to his house every
24 The testimony speaks for itself. 24 time I came to Los Angeles. - Like I we
said,
25 Q. ° You can answer. 25 had an office for Wantickets there. We

Page 633 Page 635

1 Joseph Schnaier 1 Joseph Schnaier
2 A. Yes. 2 always met up.
3 MR. ISSER: - Objection to the 3 I have been to his house, I had met
4 characterization. 4 him in different places, hotels, and we went
5 You can answer. 5 out to eat in rest===nta, and he introduced
6 Q. What did you mean when you said that 6 me to his children. I've been -- I've
very
7 you reviewed Mr. Ellin's bio? 7 been social with his wife. - And when you're

8 A. In his bio, which I saw on his site, 8 involved in someone's personal life like
9 he mentioned different companies that he 9 that, I mean, you develop a trust.
10 started and exited nuccannfully, places that 10 Q. - Mr. Schnaier, what in your personal
11 he's stuff like that. - And I marchad 11 with Mr. Ellin formed your
worked, relationship
12 it up when I did a search on it, and they all 12 annonament of his honesty?
13 matched up to what he said on his bio. - So it 13 MR. ISSER: ° Objection to form.
14 14 -- what in
looked good it me. A. My personal my personal
15 Q. - When you were reviewing Mr. Ellin's 15 relationship? ° Can you repeat the question,
16 bio, what specifically were you looking for? 16 please?
17 A. ° I was looking for past deals, and 17 Q. - What elements of your personal
18 past -- maybe some past capital raises that 18 informed your assessment of
relationahip
19 he's done for his companies and stuff like 19 Mr. Ellin's honesty?
20 that. 20 MR. ISSER: ° Objection.
21 Q. ° And what, specifically, in 21 A. Just the fact that we spent a lot of
22 Mr. Ellin's bio did you consider in assessing 22 time together and, like I said, we had many,
23 Mr. Ellin's honesty? 23 many extensive conversations, very detailed
24 MR. ISSER: - Objection to form. 24 conversations, not just about business, but
25 A. the stuff -- some of the stuff 25 about personal life as well. - I I
Well, met, like

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2 said, I met a lot of people in his family, 2 millennials. The demographic was second to
3 his people '
he s done business with. 3 none.
brothers,
4 And we developed -- I developed a trust with 4 Q. - During your direct examination you
5 him. 5 also testified that you took what Mr. Ellin
6 Q. ° Mr. Schnaier, on the first day of 6 told you about LiveXLive Media as, quote,
7 your direct you testified that 7 gospel. - What did you mean by that?
examination,
8 Wantickets's, quote, financial condition, end 8 MR. ISSER: ° Objection to form.
9 quote, got a little worse between 2014 when 9 Objection to the extent it
10 you first became involved with 10 mischaracterizes his testimony. ° His
Wantickets,
11 and when you acquired a majority interest in 11 prior testimony will speak for
12 Wantickets in 2016. 12 itself.
13 What did you mean by that? 13 A. - What did I mean by gospel? I mean,
14 MR. ISSER: - Objection to form. 14 Rob told me a lot of things, maybe gospel
15 Objection to the extent it 15 wasn't the perfect word to use. - like I
But,
16 characterizes his testimony. ° His 16 we have spent a lot of time over the
said,
17 prior testimony will speak for 17 last couple of years prior to the signing of
18 itself. 18 the APA, phone calls on a daily basis,
19 A. ° Just that from a revenue side, the 19 meetings in person. ° You
know, I was very
20 numbers come down a little. - We in I asked,
may have 20 detailed the questions and he was
21 also, you know, we let go of a lot of our 21 very specific in the answers he always gave
22 low-margin customers that we didn't make big 22 back.
23 ticket handling fees on because it wasn't 23 And I mean, I'm talking about every
24 worth the business. 24 single deal. ° He would call you
me, either,
25 So on a revenue side, it may have 25 know, in the middle of the day or later in

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1 Joseph Schnaier 1 Joseph Schnaier
2 - I'm 2
dipped a little bit. not sure that's the the day and tell me about all the new deals
3 case on a profitability and future forecast. 3 that they're signing, and we've got to hurry
4 Our future forecasts absolutely were higher 4 up and close our acmninition, and how great
5 from 2016 than '14 and from 2016 than 2015. 5 this is going to be together because of the
6 We've built, you know, proprietary 6 synergies between the ticketing and the
7 technology, not only on the seated software 7 venues that he said he was -- he claimed he
8 which I have diacuaaarl in detail; seated 8 was acquiring the rights to.
9 software gave us a whole other business that 9 And, you know, everything he said
10 we can go after. 10 was -- it was pretty specific and detailed
11 We had about 2,000 potential 11 and I believed it.
12 nar=rs on that business alone, on the 12 Q. - Did Mr. Ellin tell you that he was
13 side. ° But also we've developed a really 13 his own money into LiveXLive Media?
putting
14 strong
-- we were known in the ticketing 14 MR. ISSER: ° Objection to form.
15 world for our marketing and data arm. - We 15 A. Yes.
16 had, you know, millions of hits, our 16 Q. And did he specify whether he was
17 customers coming to our accounts, not just 17 personally putting in the money or putting it
18 looking at different venues and events to go 18 in through a company in which he had an
19 to, but actually buying. 19 interest?
20 So the data that we accumulated is, 20 A. - Both. °
Personally and through his
21 you from legitimate customers and it 21 Trinad -- I believe it's Trinad Capital
know, fund,
22 was very valuable haranae they were mostly 22 or something like that.
23 millennials, and a lot of advertising 23 Q. - And did Mr. Ellin say to you -- did
24 companies gave high valuations on 24 Mr. Ellin -- withdrawn.
very
25 companies with data that came directly from 25 Did you attribute -- if
any what,

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2 any, significance did you attribute to the 2 mischaracterizes his prior testimony.
3 fact that Mr. Ellin said he was putting in 3 A. - That's where --
well, two things.
4 his own money in LiveXLive Media, when he -- 4 That's where LiveXLive -- Rob was
telling me
5 as is related to the representations that he 5 where he was raising capital at that price,
6 made about LiveXLive Media? 6 and trading at that price, as well as, you
7 MR. ISSER: - Objection to form. 7 know, even doing acmninitions at that price
8 A. he told me that he was putting 8 as well, which he did with ours. ° It was the
Well,
9 in -- he had his own personal in as 9 same price I paid for the stock and they
money
10 well as his fund, Trinad Capital money, and 10 acquired my company.
11 he was putting it in at the same price I was 11 And I mean, that was validated also.
12 it in. ° Everyone put it in at the 12 I saw it when he was trading on the OCC at
putting
13 same price. 13 around the same price.
14 So it definitely
-- I can't say
-- 14 Q. - And why did you agree to $5 per
15 it definitely made me feel more comfortable 15 share on the subscription agroomones?
16 with my decision knowing that he's personally 16 MR. ISSER: ° Objection to form.
17 too. 17 A. I didn't have a choice. ° It
involved, really
18 Q. ° Is it fair to say that you felt that 18 wasn't really a negotiation. - He
said, This
19 you would sink or swim together? 19 is where we're raising money at, and you're
20 MR. ISSER: - Objection to form. 20 getting the same price as everyone else.
21 A. That's fair to say. I mean, it was 21 Q. - During your direct examination, Mr.
22 more -- I mean, he said it in not those words 22 Isser asked you whether Mr. Ellin's claim
23 when we diam===d a few different items in 23 that LiveXLive Media was raising money at $5
24 regards to the deal. - But when it 24 per share was true, because to
especially according you,
25 came to the agreement. ° He you 25 that was the trade-in price at the time.
lock-up said,

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1 Joseph Schnaier 1 Joseph Schnaier
2 we're all in the same boat. ° You 2 Do you remember that -- do
know, know, testimony
3 I could do -- haranaa I'm the chairman and 3 you remember that question?
4 CEO, I can release, you know, unrestrict 4 MR. ISSER: ° Objection to form.
5 shares by just going to the board or whatever 5 A. Yes.
6 he had to do. 6 Q. When Mr. Ellin told you that
7 And he also mentioned when we were 7 LiveXLive Media was raising money at $5 per
8 discussing antidilution provisions, he said, 8 share, did you have an understanding
9 I'm not to -- I don't want to 9 whether he was referring to the
Listen, going regarding
10 dilute myself, I have all these shares, why 10 trading price on the secondary markets or the
11 would I -- why would I -- we're in the same 11 price that investors were paying directly to
12 position, why would I want to hurt myself? 12 LiveXLive Media for stock?
13 He said it as far as when we were -- 13 MR. ISSER: ° Objection to form.
14 with the we're in the same 14 A. He was selling the shares in -- I
investments, my
15 position, so I did feel like we were in the 15 guess he was selling the shares directly from
16 same boat. 16 the company at $5 a share through, I guess,
17 Q. ° Mr. Schnaier, during direct 17 some kind of private planoment that he was
18 examination, you testified that the $5 share 18 doing, not from the OCC market where it was
19 price that you agreed to in the subscription 19 trea_ing. - I'm people could have
assuming
20 agreements was decided because, quote, that's 20 bought stock over there, too, but I don't
21 where the stock was trading at that time, end 21 know how -- I'm not sure how that would work.
22 quote. 22 But I know that he was selling shares
23 What did you mean by that? 23 directly from the company at $5 a share is
24 MR. ISSER: - Objection to form. 24 what he told me.
25 Objection to the extent it 25 Q. - Okay. ° So to be clear, when

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2 Mr. Ellin said that LiveXLive Media was 2 due diligence to mean, quote, doing research.
3 selling its shares for $5 per share, you 3 Do you remember giving that
4 understood Mr. Ellin said that that's what 4 testimony?
5 LiveXLive Media was selling the shares for, 5 MR. ISSER: ° Objection to form.
6 not what the shares were trading for on the 6 A. Yes.
7 secondary market; is that correct? 7 Q. When you gave what you believed the
8 A. ° That's correct. 8 definition of due diligence was, doing
9 Q. When a stockholder buys stock in a 9 research, were you including in that
10 secondary market, either on the OCC or on the 10 definition the discussions you had in
11 NASDAQ, are they buying stock from the 11 requests for information you made to
12 company? 12 LiveXLive Media management?
13 MR. ISSER: - Objection to form. 13 MR. ISSER: ° Objection to form.
14 A. Can you repeat that question, 14 A. No, I didn't include that in
15 please? 15 to LiveXLive Media management. ° That
speaking
16 Q. When a stockholder buys stock on a 16 was what I meant you --
with, know, looking
17 secondary market, like the NASDAQ or the OCC, 17 researching through third parties outside the
18 are they buying the stock directly from the 18 company, third-party information muraida the
19 company? 19 company. - But in the I had, you
company,
20 A. ° No. 20 know, many conversations with management and
21 Q. During direct examination, Mr. Isser 21 a lot with Rob and we had extensive
22 asked you what steps, if any, you took in May 22 conversations and, you know, we di --

23 2015 to determine whether LiveXLive Media was 23 you know, everything I had questions on,
24 from other investors at $5 per 24 everything. - But as far as the due
raising money diligence,
25 share and you said, among other things, that 25 it was third parties outside the --

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1 Joseph Schnaier 1 Joseph Schnaier
2 you figured that that was what everyone was 2 Q. So when Mr. Isser asked you
3 paying, hacanna that's where it was trading. 3 questions about what due diligence or
4 What did you mean by that? 4 research you did on LiveXLive Media, were you
5 MR. ISSER: - Objection to form. 5 including discussion you had with or rannanta

6 Objection to the extent it 6 for information you made to LiveXLive Media

7 mischaracterizes his prior testimony. 7 in your answers?
8 A. ° What I meant was, as I said before, 8 MR. ISSER: ° Objection to form.
9 that's where Rob was selling shares from the 9 A. No, I didn't include that.
10 company. ° He was at $5 a share. - That 10 Q.
trading Why not?
11 was the valuation that he was selling the 11 A. That wasn't my understanding of due
12 shares from the to investors. - So I 12 diligence.
company
13 figured that was the, you know, that was the 13 Q. - During direct exmination, Mr. Isser
14 price. ° It was isussiscyviiable. ° He said that's 14 asked you what due diligence or research you
15 where everyone was buying it and that's it. 15 did concerning LiveXLive Media before signing
16 Q. ° So to be clear, when Mr. Ellin told 16 the APA, and you said you did not recall; do
17 you that investors were paying $5 per share, 17 you mueñuer that testimony?
18 is it correct that Mr. Ellin said that that 18 MR. ISSER: ° Objection to form.
19 was what investors were paying directly to 19 A. I do.
20 LiveXLive Media for the stock? 20 Q. When you gave that answer, were you
21 A. ° Yes. ° That's what they were buying 21 including ad amacions that you had or
22 it directly from LiveXLive Media, not on the 22 requests for infnrmation you made to
23 OCC market. 23 LiveXLive Media management in your answer?
24 Q. ° Mr. Rehnai ar, during direct 24 MR. ISSER: ° Objection to form.
25 examination you testified that you understood 25 A. No.

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2 Q. Why not? 2 opportunities that they were claiming they
3 A. I didn't understand that to be part 3 had. So it was probably multiple times.
4 of the due diligence. - I thought it was -- in 4 Q. - Mr. in paragraph 41 of the
Schnaier,
5 my mind, it was -- due diligence was getting 5 amended complaint, you allege that Mr. Ellin
6 outside informarinn from outside third-party 6 told you that he had arranged or was in the
7 informatives, not from inside the company. 7 process of arranging for LiveXLive Media to
8 Q. When you said you didn't understand 8 get the exclusive rights to live stream major
9 that to be part of the due diligence, are you 9 music festivals across the globe which he
10 saying that you didn't understand Mr. Isser's 10 specifically identified.
11 question as it related to due diligence to 11 And Ellin said he was able to make
12 refer to Mamaaba with LiveXLive Media 12 these arrangements becaü5e of his extensive
13 management? 13 relationships in the industry. - if
What,
14 MR. ISSER: - Objection to form. 14 anything, did you do to investigate whether
15 A. That's correct. 15 these statements that Mr. Ellin made were
16 Q. All right. - And is it correct that 16 true?
17 when you -- what were you including in your 17 MR. ISSER: ° Objection to form.
18 definition of due diligence and research when 18 A. I spoke to
Rob specifically, I asked
19 you gave that answer? 19 him specific questions . ° He answered, you
20 MR. ISSER: - Objection to form. 20 know, he gave me detailed answers from what I
21 A. -- information from 21 remember. - I spoke to the management of the
Doing getting
22 third party, you know, publications or people 22 team, Blake Indursky, Doug Schaer, I spoke to
23 outside the company. 23 Schiller. - If it came down to in
something
24 Q. ° Did you have Mamacions with 24 the financial department, I would speak to
25 LiveXLive Media management 25 David Wells mostly. And we got -- you
ennearning very

Page 649 Page 651

1 Joseph Schnaier 1 Joseph Schnaier
2 representations that they made to you about 2 know, they were pretty forthemming- but a lot
3 LiveXLive Media? 3 of the times they would, you know, push to
4 MR. ISSER: - Objection. 4 Rob, Go ask Rob.
5 A. Yes. 5 Q. - Did you ask anyone from LiveXLive
6 Q. Okay. ° More than one time? 6 Media who they spoke to with each of these
7 MR. ISSER: - Objection. 7 music festivals?
8 A. I believe so. 8 MR. ISSER: ° Objection to form.
9 Q. Okay. - And were these discussions in 9 A. Yes. ° For each festival it was
10 person or by phone or both? 10 interesting to me because a lot of these
11 A. I had them in person and by phone. 11 festivals I would know and I heard of and I
12 Q. And did you make requests for 12 knew a lot about them 1- we were in that
13 nfnrmation to LiveXLive Media management 13 field selling tickets for that stuff.
14 concerning the representations they made to 14 So if he told me, for instance,
15 you about LiveXLive Media? 15 they're, you know, secured, they got the
16 A. ° Yes, I did. 16 rights to Coachella, I would ask him, you
17 MR. ISSER: - Objection to form. 17 know, who did he deal with, how long were the
18 Q. And were those requests made in 18 agreements for, could he introduce me, you
19 person or by phone? 19 know, could I see the term sheets, so on and
20 A. ° Both. 20 so forth.
21 Q. ° And did you make those requests only 21 And a lot of the times he would tell
22 one time or more than once? 22 me, you know, After we close I'll introduce
23 MR. ISSER: - Objection to form. 23 you. - So I wanted to see how this would
24 A. Well, it was, depending on what they 24 affect my company, Wantickets, as far as
25 were telling me and the different deals or 25 getting the ticketing business for it.

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2 Q. Also in paragraph 41 of the amended 2 I wanted to know, you know, how long
3 complaint, you allege that as proof Mr. Ellin 3 these agreements are, you know, see if he
4 told you that he was, quote, good friends 4 could send me a term sheet so I could see the
5 with Michael Rapino, R-A-P-I-N-O, CEO of the 5 terms, and most importantly, how it would
6 media company Live Nation. 6 affect the Wantickets company in getting
7 if did you do to 7 these tickets -- the I'm
What, anything, ticketing business,
8 investigate whether this statement was true? 8 sorry.
9 MR. ISSER: - Objection to form. 9 Q. - When you asked Mr. Ellin to see
10 A. I just asked him a lot of questions 10 copies of the term sheets from these
11 about it, and, you know, what he was looking 11 festivals and events, what did he say in
12 to do with him, you know. I know that they 12 response?
13 own one of the biggest ticketing companies in 13 MR. ISSER: ° Objection to form.
14 the world, Ticketmaster so I wanted to see if 14 A. He said that they were proprietary,
15 there was anything we can, you know, we can 15 he couldn't show them to me. - And they were
16 work ic-fthr through him. 16 his relationships, and that he would, after
17 He showed me that he was friends 17 we closed and were a part of LiveXLive Media,
18 with him on Facebook. - you I 18 he would start introductions.
And, know, making
19 didn't go and call Michael and ask him, you 19 Q. - Was that odd to you?
20 know, how familiar are you, are you good 20 A. - Not necessarily.
21 friends with Rob, because that would be, you 21 Q. - Why not?
22 know, that wouldn't be the right thing to do, 22 A. - They were his relationships. And he
23 but I did ask him about it. 23 wanted to make sure, I guess, that we were
24 Q. ° Did you ask Mr. Ellin how he knew 24 going to be, you know, doing the deal with
25 Mr. Rapino or when they met? 25 him. ° you I guess in his
And, know, mind,

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1 Joseph Schnaier 1 Joseph Schnaier
2 MR. ISSER: - Objection to form. 2 maybe he thought that if he introduced us
3 A. I don't recall. 3 earlier than closing the APA, that we would
4 Q. In paragraph 41 of the -1-1 4 maybe try to get business with these
5 you also allege that Mr. Ellin 5 companies or we wouldn't need him. ° I don't
complaint,
6 told you that if Wantickets would merge into 6 know what he was -- you know, that's probably
7 or sell itself to LiveXLive Media or its 7 what he was thinking.
8 wholly-owned a'1ha½ary, LiveXLive Tickets, 8 Q. - In paragraph 47 of the amended
9 then Wantickets would be able to do all the 9 complaint, you allege that on January 22,
10 ticketing for the festivals and major events 10 2016, Mr. Ellin e-mailed you to say that
11 that LiveXLive Media was set to live stream, 11 LiveXLive Media had a signed deal with China
12 and that according to Mr. Ellin, Wantickets 12 Brands.
13 would benefit from the synergy created by a 13 What, if anything, did you do to
14 deal with LiveXLive Media. 14 investigate whether this statement was true?
15 What, if anything, did you do to 15 MR. ISSER: ° Objection to form.
16 investigate whether these stata=+c were 16 A. To the best of my recollection, I
17 true? 17 really, you know, it was mostly just
18 MR. ISSER: - Objection to form. 18 conversations with Rob, trying to get
19 A. We had extensive, intensive 19 specifies out of them and what it would mean
20 conversations and discmaninna in regards to 20 for my business as well.
21 it. I asked I wanted to 21 Q. - What specifies did you ask for?
Specifically, them,
22 see what part of the management he was 22 A. - The terms of the deal, what exactly
23 dealing with in each of the festivals and 23 the deal entailed, where in the hierarchy of
24 each of the companies he was saying we would 24 the mananomant team, who was he dealing with
25 obtain the ticketing business from. 25 and negotiating with, and how we can get

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2 business for Wantickets out of it. 2 very impressive.
3 Q. ° Did you have to see a term sheet or 3 And I asked him, you know, he just
4 the signed contract with China Brands? 4 gave me specific stuff that Randy Jackson was
5 MR. ISSER: - Objection to form. 5 going to, you know, come on and help with
6 A. I don't recall. ° But let me think. 6 with the relationships
relationships, mostly
7 I don't recall if I asked him for a term 7 that he had, which was impressive to me.
8 sheet. 8 Q. - Did you discuss this with anyone
9 Q. What about the signed contract? 9 else at LiveXLive Media?
10 A. I did ask him for signed contracts 10 MR. ISSER: ° Objection to form.
11 for certain -- for some of the stuff he came 11 A. I believe I only -- Richard -- not
12 to me with, and he -- he told me the same 12 Richard Blakeley, Blake Indursky, I'm sorry.
13 time. - He couldn't show it to 13 Blake and Schiller also because he
thing every me, Indursky
14 they were proprietary. And that's it. 14 was -- I remember we were mooring, we were in
15 Q. ° Did that raise a red flag to you, 15 L.A. then.
16 that you were about to do a deal with someone 16 Q. - And what did you discuss with
17 who wouldn't -- told you he was doing other 17 Mr. Indursky?
18 deals but wouldn't show you even signed 18 MR. ISSER: ° Objection.
19 contracts? 19 A. Just about, you know, how Randy
20 MR. ISSER: - Objection to form. 20 Jackson coming on board, and American Idol
21 A. Yes. ° But the -- I mean, you know, 21 was like the hottest thing on TV in the
22 he's a public 22 - So it cool him
company, and, you know, he country. was very to have
23 wasn't going to -- he said it was 23 come on to a company like this.
24 proprietary. ° you the -- I 24 Q. - Did you ask Mr. for
And, know, only Indursky any
25 understood that, you know, in order for me to 25 details about Mr. Jackson's involvement with

Page 657 Page 659

1 Joseph Schnaier 1 Joseph Schnaier
2 see it he would have to show it either in a 2 LiveXLive Media?
3 press release, so it would be fair for 3 A. - I did, but he would always tell me
4 everyone to see it. - And that's how he made 4 to go get it from Rob.
5 it sound to me. - It was a proprietary deal 5 Q. - Did you reach out to Randy Jackson
6 and he couldn't show it to me haranna they 6 or anyone from his team to verify whether
7 were a public company. 7 this araramontby Mr. Ellin was true?
your -
8 Q. So is answer, no, it didn't 8 A. No, I didn't.
9 raise red flags? 9 Q. - Why not?
10 MR. ISSER: - Objection to form. 10 A. - It wasn't, you know, I just don't
11 A. it didn't raise red flags. 11 think -- it wasn't, you know, something that
No,
12 Q. In paragraph 48 of the amended 12 was done. - I mean, even if I tried to reason
13 complaint, you allege that on January 26, 13 out to him or call him, I don't believe he
14 Mr. Ellin e-mailed you to that 14 would speak to me just like that. ° If Rob
2016, say
15 Randy Jackson would be joining the LiveXLive 15 introduced me, that would be another story.
16 Media team. 16 But just for me to go and call him and say,
17 What, if anything, did you do to 17 Are you, you know, dealing with LiveXLive, I
18 investigate whether this starament was true? 18 don't think he would take my calls without
19 A. ° I remember that very well. ° At that 19 any introduction.
20 time, you know, Randy Jackson was an American 20 Q. - Did you ask Mr. Ellin to make an
21 idol, one of the judges, and that was one of 21 introduction to Mr. Jackson or his team for
22 the hottest shows in music. And Rob said he 22 you?
23 was going to come on, either on the board or 23 MR. ISSER: ° Objection to form.
24 board and bring some great 24 A. I believe I did. ° But he wasn't
advisory
25 relationships to the company. ° So that was 25 to -- most of the introductions I asked
going

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2 him the music festivals and 2 deal. - So I got that. ° That was comforting.
for, especially
3 even Randy Jackson, he wasn't going to -- he 3 Q. - Other than the term sheet related to
4 wasn't giving it to me until after we closed 4 the Bass family, did you ask Mr. Ellin to
5 our deal with him. 5 provide you any other documentation
6 Q. ° Did Mr. Ellin tell you that? 6 other investors' investments and
reflecting
7 A. ° Yes, that's why I'm saying it. 7 how much they were paying?
8 Q. In paragraph 51 of the amended 8 A. - I did. In the months before the APA
9 you allege that Mr. Ellin said 9 was done, I requested -- I asked them if I
complaint,
10 that he was raising capital for LiveXLive 10 could see a cap table, which is all the
11 Media from other investors at $5 per share. 11 investors and how many shares they own and
12 What, if anything, did you do to 12 how much they pay. And he said he couldn't
13 investigate whether this statement was true? 13 show that to me.
14 MR. ISSER: - Objection to form. 14 Q. - Why not?
15 A. I had very detailed convarnaH nna 15 A. - Because it was a public company and
16 with Rob. ° I spoke to David Wells in regards 16 there was proprietary information that were
17 to investors coming in, because he handled 17 LiveX investors.
18 all the paperwork for it. I mentioned it 18 Q. - Did that raise
a red flag to you?
19 to -- we had conversations with Blake 19 MR. ISSER: ° Objection to form.
20 you I asked pointed 20 A. Not really. ° Because I figured I
Indursky and, know,
21 questions and they gave me answers I was okay 21 would see it, you know, when they filed their
22 with. 22 S1 or in some of the filings they do, it
23 Q. What types of pointed questions did 23 would show maybe -- maybe I would see it
24 you ask to them? 24 through there, some of the investments that
25 MR. ISSER: - Objection to form. 25 they took in.

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1 Joseph Schnaier 1 Joseph Schnaier
2 A. Most importantly I wanted to make 2 Q. Did you reach out to any of the
3 sure that they invested at the same price I 3 investors that Mr. Ellin named to speak with
4 was investing, which was $5 a share. - And -- 4 them about their invewuuent in LiveXLive
5 Q. So what specifically did you ask to 5 Media?
6 confirm that other investors were investing 6 A. - Not, you know -- no, I wouldn't do
7 at the same price of $5 per share? 7 that without Rob's permission.
8 MR. ISSER: - Objection to form. 8 Q. - Why not?
9 A. I confirmed with Rob, I asked him 9 A. - Because it's not typical in the
10 what price everyone is their 10 business world to go behind -- someone tells
putting money
11 into. And he flat out told me, the same as 11 me they took an inv-i -i in from someone
12 everyone, $5 a share. 12 and I go behind their back and ask to verify
13 Q. And did you ask for names of the 13 if -- if they're business
they really doing
14 other investors who were $5 per share? 14 with this person. ° And he was -- I was
paying very
15 A. I asked for -- I did ask for some. 15 with the answers he gave me.
happy
16 Rob was very careful with what he -- you 16 He was very detailed of who he spoke
17 with his investors. ° But he did mention 17 to and how many times he spoke to
know, them, and,
18 the Bass family, and he mentioned Gary 18 you know, their position and how much they're
19 Winnick to the billionaire 19 in and at what price. - you
investing me, putting And, know,
20 that's global crossing. 20 so I was -- I didn't go around his back and
21 As a matter of fact, he sent me some 21 ask.
22 sort of a term sheet from the Bass family 22 Q. - Concerning the Bass family, did you
23 that he said he sent to them. ° It wasn't 23 ask Mr. Ellin who in the Bass or
family
24 signed or it wasn't, you know, completed or 24 who -- who in the Bass family LiveXLive Media
25 anything, but to show me the terms of the 25 specifically was dealing with?

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2 MR. ISSER: - Objection. 2 A. Not just the documents for an
3 A. He wouldn't tell me. 3 investment, but I wanted to see the terms of
4 Q. But did you ask him that? 4 the company he was going to buy from Gary
5 A. Yes, I did. 5 Winnick, Qello.
6 Q. And he wouldn't give you a name? 6 Q. - And what did Mr. Ellin say in
7 A. No. 7 response to your request for those dncumanrn?
8 Q. Did he give you a reason why he 8 A. - The same thing he told me before.
9 wouldn't give you a name? 9 He couldn't show them to me, it's proprietary
10 A. ° No. ° He just said he wasn't allowed, 10 information, and he wouldn't show it to me.
11 he couldn't tell me. - I ahmuldn't ask him. 11 Q. - Did you ask Mr. Ellin to make an
12 Q. If you had wanted to reach out to 12 introduction for you to Mr. Winnick?
13 the Bass family or a representative of the 13 A. - I don't believe -- I don't recall.
14 Bass family yourself without Mr. Ellin's 14 Q. - Regardless of whether you asked
15 assistace, would you know how? 15 Mr. Ellin for an introduction did Mr. Ellin
16 A. I wouldn't know how. 16 ever tell you one way or another whether he
17 Q. Did you ask Mr. Ellin to put you in 17 would be willing to make that introduction
18 touch with anmanna from the Bass family to 18 for you?
19 discuss their investment in LiveXLive Media? 19 MR. ISSER: ° Objection.
20 MR. ISSER: - Objection. 20 A. I've asked for other introductions
21 A. Yes, I did. 21 to different investors, including the Bass
22 Q. And what did Mr. Ellin say? 22 family, and possibly even Mr. Winnick, but he
23 A. He said he couldn't do that. 23 always -- he wouldn't -- he wouldn't make any
24 Q. Did he say why? 24 introductions for me, he claimed, until after
25 A. He didn't mention why, he just said 25 we closed our transaction.

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1 Joseph Schnaier 1 Joseph Schnaier
2 he couldn't do it. 2 Q. Mr. Schnaier, also in paragraph 51
3 Q. ° You also manrinned Gary Winnick. 3 of the dizzided complaint, you allege that
4 Did you speak with Mr. Winnick about his 4 Mr. Ellin said that he was investing his own
5 invesi.merit in LiveXLive Media? 5 money into LiveXLive Media.
6 MR. ISSER: - Objection to form. 6 What, if anything, did you do to
7 A. No, I didn't. 7 invantigara whether this statement was true?
8 Q. Did you reach out to Mr. Winnick? 8 MR. ISSER: ° Objection.
9 A. No, I didn't. 9 A. I had conversations with Rob Ellin,
10 Q. Why not? 10 I had conversations with David Wells, and
11 A. Beauoc it wasn't -- I wouldn't even 11 -- I asked the questions and they gave
they
12 know how to reach him. ° And if I did know how 12 me the answers that he did do it.
13 to reach him, and call him out of the blue, I 13 Q. - What questions did you ask?
14 don't think he would answer any of my 14 A. - I wanted to know how much he was
15 questions in regard to his private personal 15 putting in, was it a convertible note, what
16 business with LiveXLive. 16 kind of deal was it, was it trade equity, did
17 Q. ° Did Mr. Ellin ever show you any 17 he do it just personally or to respond, he
18 documenta concerning Mr. Winnick's investment 18 said he did it for both.
19 in LiveXLive Media? 19 Q. - Did Mr. -- go ahead.
20 MR. ISSER: - Objection to form. 20 A. - Most importantly, I wanted to make
21 A. No, he didn't. 21 sure that I was on the same -- in the same
22 Q. Did you ask him for any of those 22 playing field as him, on the same boat, that
23 annumanra? 23 he paid the same valuation as I did.
24 A. I did. 24 Q. - Did Mr. Ellin answer the questions
25 Q. And what did he say in response? 25 you asked him that you just testified about?

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2 A. Yes. 2 actually used to ticket for, and they had
3 Q. Did you ask Mr. Ellin to see any 3 their own ticketing company which they
4 documenta that would show that he was 4 purchased -- also acquired over the
they
5 investing his own money into LiveXLive Media? 5 years which was one of our competitors.
6 A. ° No. 6 So I wanted to know from Rob, I
7 Q. Why not? 7 asked him specifically, like, which music
8 A. I don't recall -- because he told me 8 festivals are involved in this acquisition?
9 he's into the 9 Is the club Live involved in this? ° Are you
investing personally company,
10 and his fund is investing. ° David you 10 the company?· nacause I
Wells, buying ticketing
11 know, said, you know, he confirmed it. I 11 wanted to see how that would affect our
12 didn't feel like I needed to ask him for his 12 ticker ing business and how they would either
13 annumentation to prove it. 13 try to integrate it or keep it separate as
14 Q. In paragraph 61 of the amended 14 competitors. And he gave me -- you know, he
15 comnlaint, you allege that in July 2016 15 gave me some very detailed answers.
16 Mr. Ellin and Mr. Indursky told you that 16 Q. - In paragraph 62 of the amended

17 LiveXLive Media was in the process of getting 17 complaint you allege that in July 2016
18 the live streaming rights for major music 18 Mr. Ellin and Mr. Indursky told you that
19 festivals, including Coachella, Tomorrow 19 LiveXLive was about to launch a major public
20 Land, Glastonbury Festival, Lala Palooza and 20 offering to raise $100 million.
21 Bonnaroo. 21 What, if anything, did you do to
22 What, if anything, did you do to 22 investigate whether this statement was true?
23 investigate whether this statamant was true? 23 MR. ISSER: ° Objection to form.
24 MR. ISSER: - Objection. 24 A. I asked him an enormous amount of
25 A. I had extensive conversations with 25 quaarinns. - I drove him
probably crazy every

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1 Joseph Schnaier 1 Joseph Schnaier
2 Rob Ellin and his team at LiveX which 2 for days -- you for quite a while
day know,
3 included Blake Indursky and Doug Schaer and 3 on the questions I asked him in regards to
4 Schiller. - I had asked -- Rob gave 4 the IPO from Bank of Montreal.
probably
5 you specific people he was dea l i ng 5 - I spoke to Blake about
me, know, Indursky it,
6 with over there, and he said at Coachella he 6 I asked him very detailed questions. I spoke
7 knew maybe one of the board members over 7 to David Wells about it. ° He got a
definitely
8 there or on his company. ° And that 8 lot of questions from me. - The same with
pretty Doug
9 much he was very specific in the answers he 9 Schaer.
10 gave me. ° And the other employees confirmed 10 I even had, you know, some people
11 it. So I was happy with it, with his answer. 11 that I knew tried to get me information that
12 Q. - In paragraph 61 of the -1-1 12 knew people at Bank of Montreal which was
13 complaint, you also allege that in July 2016, 13 very difficult because I couldn't call Bank
14 Mr. Ellin and Mr. Indursky told you that 14 of Montreal and they probably wouldn't have
15 LiveXLive was looking to buy SFX 15 spoken it me if I just asked them out of the
16 Entertainment Properties. 16 blue, and Rob wasn't introducing me.
17 What, if anything, did you do to 17 I even went out of the way to call
18 investigate whether this star ament was true? 18 one of the syndicate partners in the IPO,
19 MR. ISSER: - Objection. 19 Craig Hallum, investment bankers over there,
20 A. I asked him a lot of questions on 20 and I called them personally myself to try to
21 this one because it was very -- this 21 speak to someone in the capital markets who
22 acquisition was extremely interesting to me. 22 would know about the LiveXLive potential IPO,
23 SFX Enterrainment, owned some really good 23 and they -- I couldn't get information
any
24 music festival properties. ° 24 from them
They owned a either.
25 nightclub called Live that's in Miami that we 25 Q. - Why not?

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2 I wasn't their -- 2 which
A. Because privy to is why I agreed to sign that side
3 to that information. - It was just between 3 letter that I would cover the losses for the
4 them and the company. 4 months leading up from May to when they told
5 Q. ° Did you ask Mr. Ellin to put you in 5 me by September I would get the money back,
6 touch with someone at Bank of Montreal to 6 it would be paid as a loan.
7 discuss this public offering? 7 Q. - And were these conversations before
8 MR. ISSER: - Objection. 8 you executed the APA on May 5, 2017?
9 A. I did. 9 A. - Yes, they were.
10 Q. And what did he say in response? 10 Q. - And did you ask Mr. Ellin and other
11 A. He couldn't introduce me. 11 members of LiveXLive Media management
12 Q. Why not? 12 questions about what eyr-hanga LiveXLive Media
13 A. Because we weren't part of the 13 would be trading on once it was up listed?
14 company and it was all proprietary 14 A. - Yes, I did.
15 information being exchanged between them and 15 MR. ISSER: ° Objection to form.
16 it wasn't for public knowledge. 16 Q. And what did they say in response?
17 Q. ° Did you ask Mr. Ellin to see a copy 17 A. They were thinking about going on
18 of any signed agreements or term sheets that 18 the New York Stock Exchange or the NASDAQ
19 LiveXLive Media had with Bank of Montreal? 19 markets. - you which
They were, know, debating
20 A. I did. 20 exchange they want to trade on.
21 Q. And what did he say in response? 21 Q. - Did you ask questions about who was
22 A. He said that he couldn't show it to 22 participating in the syndicate?
23 me. 23 A. - Yes. ° It was --
24 Q. Why not? 24 MR. ISSER: ° Objection.
25 A. Because it wasn't public 25 A. It was Craig Hallum Group and JNP

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1 Joseph Schnaier 1 Joseph Schnaier
2 it was proprietary. ° But he said 2 securities out of San Francisco, I believe.
nfnrmation,
3 that everything he was telling me was, you 3 Q. - Mr. Schnaier, in paragraph 69 in the
4 know, the deal, everything that was written 4 amondad complaint, you allege that on
5 out there. ° So he was me updates. 5 December Mr. Ellin e-mailed you to
giving 25, 2016,
6 Q. ° So you said that you asked Mr. Ellin 6 say, quote, We are negotiating with allstar
7 as well as other members of LiveXLive Media 7 Gary Win_nick for an all stock acquisition of
8 management specific questions about the 8 Qello, and that this potential deal would
9 public offering. 9 include Mr. Winnick joining as a partner and
10 Did you ask LiveXLive Media 10 strategic investor for LiveXLive,
11 management by when the public offering would 11 paréñtheses, 3 million to 19 million, close
12 be completed? 12 parentheses.
13 MR. ISSER: - Objection to form. 13 What, if anything, did you do to
14 A. Yes, I did. 14 investigate whether these statements were
15 Q. And what did they say in response to 15 true?
16 that? 16 MR. ISSER: ° Objection.
17 A. They said that it would be done by 17 A. I had some really, really in-depth
18 September of 2017. 18 conversations with Rob Ellin asking him some
19 Q. ° And did you ask how far along 19 really, you know, specific questions about
20 LiveXLive Media was in the public offering 20 it. I asked him for the term sheet, I wanted
21 process when you had these Msessions? 21 to see the terms, and I wanted to see what he
22 MR. ISSER: - Objection to form. 22 was buying, but he wouldn't give that to me.
23 A. Yes. ° They said they were on 23 I also spoke to Blake Indursky about it. I
24 schedule to close sometime in September and 24 spoke to Doug Schaer about it, I believe,
25 go public sometime in September of 2017, 25 Schiller as well.

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2 Q. Mr. Schnaier, on direct examination, 2 was and how close it was to closing, and how
3 when Mr. Isser was asking you questions, you 3 it would affect -- I know we had like
4 testified that you believed you asked 4 different currency exchange issues when we
5 Mr. Ellin for documents concerning LiveXLive 5 dealt with different countries, and I wanted
6 Media's business, but you couldn't reEErnEiuer 6 to see how it would have an effect on the
7 what specific annumants you asked for. - But 7 Wantickets business.
8 now you're testifying about specific 8 Q. - In paragraph 71 of the amended
9 documents that you requested. 9 complaint, you allege that in February of
10 Why is it that you couldn't remember 10 2017, Mr. Ellin said the following to you.
11 the specifies on direct examination but now 11 One, he said that an SFX 10I or letter of
12 you're about specific documents? 12 intent was going out shortly. - Number he
testifying two,
13 MR. ISSER: - Objection to form. 13 said that LiveXLive Media had, quote, landed
14 Objection. - Go on. 14 and Radio One BBC, end quote.
Glastonbury
15 A. After our first deposition, I went 15 Number three, he said that LiveXLive
16 through the raw -- the raw, whatever you want 16 Media had deals with nhianna; Cold Play,
17 to call. 17 Katie Perry, Kings of Leon and Taylor Swift.
18 Q. ° Transcript? 18 And number four, he -- actually,
19 A. ° Transcript.
- And as I was
reading it 19 let's stick with those three.
20 I was thinking to myself, this is not -- my 20 What, if anything, did you do to
21 - And I realized 21 whether
memory was refreshed. that investigate these statements were
22 that answer wasn't 100 percent correct. - So 22 true?
23 it refreshed my memory and I do reEueEEiuer 23 MR. ISSER: ° Objection to form.
24 him specifics. 24 A. Let's do one at a time. - So the
asking
25 Q. - All right. - Mr.
Schnaier, in 25 first one was --

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1 Joseph Schnaier 1 Joseph Schnaier
2 paragraph 69 of the amandad comnlaint, you 2 Q. SFX LOI going out shortly.
on December 2016 -- ° The SFX
3 allege that 25, actually, 3 A. Right. LOI, so prior to
4 let's that one. 4 we had multiple --
skip that, many, many
5 Sorry. In paragraph 69 of the 5 conversations, extensive conversations in
6 amended complaint, you allege that on 6 regards to SFX. ° I asked him who he dealt
7 December 25, 2016, Mr. Ellin e-mailed you to 7 with, who he was speaking to, what properties
8 that LiveXLive Media close to 8 he was -- assets he was buying from SFX, how
say was, quote,
9 finalizing and distribution partnership of 9 he would integrate it, you know, very, very
10 BBC's premier music content including their 10 detailed questions in regards to SFX.
11 major festivals, end quote. 11 And as I told you before, that was a
12 What, if anything, did you do to 12 very interesting deal to me, because it was
13 investigate whether this statamant was true? 13 great -- I knew that it would help the
14 MR. ISSER: - Objection to form. 14 Wantickets ticketing business as well as help
15 A. I have had many extensive 15 LiveXLive because they had some really,
16 conversations with Rob in regards to this. 16 really good assets over there.
17 It was interesting to me because it was a 17 As far as, what was the second one
18 global agreement which is what he told me. 18 that you asked me?
19 And Wantickets didn't really do any huninans 19 Q. - So the second one was the statement
20 outside of the United States other than 20 that LiveXLive Media had, quote, landed
21 Canada and a little bit in Mexico. 21 Glanennhury and Radio One BBC.
22 So the fact that it was a global 22 A. - Yeah, I asked him questions in
23 deal that he told me he was doing with them 23 regards to both of those. - I wanted to see
24 was very to and I wanted to 24 the term sheets. ° He wouldn't show those to
interesting us,
25 ask questions and see, you know, how real it 25 me. ° But when he said he landed Glastonbury,

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2 that was very exciting to me because, like I 2 true?
3 that's an overseas music festival. 3 A. you conversations. ° He
said, Just, know,
4 It's one of the ones. ° And for us to get 4 would call me and push me to get our deal
big
5 the ability to do ticketing for music 5 closed with him, and he said he wants to get
6 festivals like that would be a lot of credit 6 Wantickets closed prior to closing Qello and
7 in our world -- in our little world. 7 SFX Entertainment.
8 Q. And then the next one was Mr. Ellin 8 So he would, you know, put a lot of
9 told you that LiveXLive Media had deals with 9 pressure on let'sdone, get this let's get
10 Rhianna, Cold Play, Katie Perry, Kings of 10 this done, and it happened all the time. ° He
11 Leon and Taylor Swift. 11 wanted -- for some reason he wanted to get it
12 What, if anything, did you do to 12 done prior to those two acquisitions.
13 investigate whether that statement was true? 13 But as far as seeing how real those
14 MR. ISSER: - Objection. 14 acquisitions were, I did it based on some,
15 A. I asked him a lot of questions about 15 you extensive conversations. ° I spoke
know,
16 that one, but he couldn't give straight 16 to his management team, everyone said the
17 answers. ° He kept me towards that 17 same thing.
pushing
18 were involved in the -- that's when I 18 You know, he's -- me
they making telling
19 brought Rock In - he knew these
up the Rio festival. They 19 names that sounded like people.
20 actually played at Rock In Rio, but Rob Ellin 20 He told me it was closing or near closing,
21 and LiveXLive didn't have exclusive 21 and they were it done. - So I believed
really getting
22 agreements with any of these artists 22 him.
23 personally, which was, you know, he was 23 Q. - As of the date that you signed the
24 misleading to me. 24 APA, which was May 5, 2017, what was your
25 Q. - When did you discover that LiveXLive 25 understanding of the status of LiveXLive

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1 Joseph Schnaier 1 Joseph Schnaier
2 Media didn't have rights with any of these 2 Media's deal with Qello?
3 artists personally? 3 MR. ISSER: ° Objection to form.
4 A. ° Probably after I signed my
-- I 4 A. That they were in the process of
5 signed the APA. - After. 5 closing that transaction.
6 Q. ° Did you reach out to any of these 6 Q. - So as of May 5, 2017, it was not
7 artists directly to see if you could verify 7 your belief that the deal with Qello had
8 what Mr. Ellin had told you about them? 8 closed, correct?
9 A. I didn't. - I wouldn't even know how 9 A. - No. - But were in process of
they
10 to reach out to these artists nor 10 closing. - He much told me it was a
personally, pretty
11 do I think that they would speak to me in 11 done deal.
12 regards to a deal that they had or don't have 12 Q. - So when Mr. Ellin told you on
13 with another company. - It's not 13 2017 that LiveXLive Media
commercially February 20, was,
14 possible. 14 quote, closing Qello, did he tell you at any
15 Q. ° Do you know Taylor Swift's cell 15 time horwoon February 21st and May 5, 2017,
16 phone number? 16 that LiveXLive Media was no longer closing a
17 A. ° No. ° As much as I wish I did, I 17 deal with Qello?
18 don't have Taylor Swift's telephone number. 18 MR. ISSER: ° Objection to form.
19 Q. In paragraph 72 of the amended 19 A. No, he didn't.
20 complaint, you allege that on February 20, 20 Q. Mr. Schnaier, during direct
21 2017, Mr. Ellin wrote to you saying that 21 examination Mr. Isser asked you whether you
22 LiveXLive Media was, quote, closing Qello 22 saw the red flag, the fact that certain
23 then SFX, end quote. 23 aññœ·- -Pa that Mr. Ellin said were being
24 What, if anything, did you do to 24 made or certain letters of intent that
25 investigate whether these arata=+a were 25 Mr. Ellin said were being sent imminently did

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2 not occur. 2 And I had some very, you know, extensive
3 In response you quote -- you 3 conversations. ° He told me that these deals
said,
4 said you, quote, don't recall seeing that 4 were getting done.
5 back then or focusing on it. 5 In hindsight, you know, had I known
6 Do you recall that testimony? 6 that they were all micla=Mng and
7 MR. ISSER: - Objection. 7 misrepresonrarinnac you know, obviously
8 A. Vaguely. 8 things would have been different. ° But when I
9 Q. All right. - What did you mean when 9 said we did the best we could, we did do a
10 you said that you didn't recall that 10 lot of due diligence. ° But there was a lot of
seeing
11 back then or focusing on it? 11 misrepresonrarinna and misleading statements,
12 MR. ISSER: - Objection to form. 12 and I believe I got
severely defrauded.
13 Objection to the extent it 13 MR. WORTZEL: ° Okay. - I have no
14 mischar=crarizes his testimony. 14 further questions.
15 A. Well, in regards to, you know, 15 BY MR. ISSER:
16 seeing
-- I looked at it from my point of 16 Q. - Mr. Schnaier, as you discussed,
17 view is that we signed an LOI in July of '16, 17 you've been in the securities industry and in
until -
18 and we didn't close May of '17. And, 18 the investment industry for a long time.
19 you know, things and deals sometimes take 19 Do you know if an investor, when it
20 longer than expected to transpire and 20 buys in excess of a million dollars of shares
21 finalize. And that's how -- that's pretty 21 from a company, if that investor gets a lower
22 much how I looked at it. It didn't raise a 22 price than the shares which are being traded
23 red flag. 23 on the secondary market?
24 Q. Was it strange to you that deals 24 A. - I don't know. ° I don't know anything
25 that you had discussed with Mr. Ellin as 25 about that, no.

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1 Joseph Schnaier 1 Joseph Schnaier
2 either closing or being signed in 2016 hadn't 2 Q. You don't know. ° So you could have
been --
3 yet announced by May 5th of 2017? 3 just as easily it would have been normal
4 A. ° I mean, some -- it was -- I didn't 4 for you to buy 1.25 million of LiveXLive
5 see it as strange hm I looked at my own 5 shares in the publically-traded market rather
6 deal with him, and, you know, you could have 6 than get them issued from Rob; is that your
7 said the same thing about my deal, Wantickars 7 understanding, that that would have been the
8 and the acquisition with LiveXLive, but we 8 same price?
9 were --
every day we were getting closer. 9 A. - If it was available.
10 You know, things dragged out a little bit and 10 Q. - Okay. ° You testified while
11 every day we got closer to closing and it 11 Mr. Wurtzel was asking you questions that you
12 closed. 12 didn't due diligence -- you thought due
know,
13 Q. ° Mr. Schnaier, during direct 13 diligence only ennearnad conversations with
14 examination Mr. Isser asked you why you 14 correct? ° You didn't think due
managemeni,
15 didn't investigate whether some of 15 diligence concerned -- withdrawn.
16 Mr. Ellin's staromanta in his e-mails with 16 I'm sorry, you thought due diligence
17 bullet points to you were correct. ° You 17 concerned investigatinna and
only third-party
18 responded that you and your attorneys, quote, 18 did not include convarnarinna with
19 Did the best we could. And that while you 19 management; is that correct? · Is that what
20 did due diligence, quote, obviously it wasn't 20 you said?
21 enough probably. 21 MR. WORTZEL: ° Objection to
22 What did you mean by that? 22 form.
23 MR. ISSER: - Objection to form. 23 Q. - You could answer.
24 A. Well, we did our due diligence. I 24 A. - I didn't understand the -- I
25 had our attorney do due diligence on him. 25 undersioud due diligence to be investigating

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1 Joseph Schnaier 1 Joseph Schnaier
2 information from third parties, you know, 2 thinking at the time I answered your
3 from third parties. 3 question.
4 Q. Well, under that belief of what due 4 Q. - Well, your attorney asked you
5 diligence -- first of did you think 5 questions just now and made it sound like
all,
6 that's the common understanding of what due 6 when you said -- when I asked you about due
7 diligence is, that limitation on due 7 diligence you weren't including certain
8 diligence? ° Do you think that's the common 8 correct? ° You
things, only included third
9 of due diligence? 9 -- in your mind due diligence
understanMng party only
10 MR. WORTZEL: ° Objection to 10 meant what you did beyond direct
11 form. 11 investigation with LiveXLive; is that not
12 A. ° Everyone, you know, due diligence is 12 what you testified to just now on cross?
13 a term that people throw around and 13 A. - That's how I understood it, but I
14 there's -- I have a different 14 thought it was -- harmma I thought it
understanding only
15 of due diligence. 15 was obvious to say that, obviously, I had
16 Q. ° You've done several reverse mergers, 16 conversations --

17 several private equity investments and you've 17 Q. - All right.

18 been in the investment industry for over 20 18 A. - -- with Rob and LiveXLive and the
19 years. ° So I just want to that you 19 whole team there all the time.
clarify
20 think it's a common understanding that due 20 Q. - So when you answered my questions on
21 diligence only concerns what you investigate 21 direct concerning due diligence, would
22 in terms of third parties. 22 checking LiveXLive's website for information
23 A. When you asked me that question, 23 be inchdad in what you considered due
24 that's what my understanding was. I didn't 24 diligence or was it not included in what you
25 consider -- I didn't factor in conversations 25 considered due diligence?

Page 689 Page 691

1 Joseph Schnaier 1 Joseph Schnaier
2 with management or Rob or anyone else on the 2 A. I don't know what checking a website
3 because I thought that you 3 is considered. ° Maybe it I'm not sure.
team, was, know, is,
4 obvious. 4 Q. - When I asked you what due diligence
5 Q. So now, under your understanding of 5 you did, in your mind, would checking of
6 due diligence when I was questioning you as 6 websites be included in your answer? ° Had you

7 opposed to your understanding when your 7 harkad LiveXLive's website or the other
8 questioned would 8 festivals' websites that we discussed?
attorney you, charking
9 LiveXLive's website to see if deals or 9 A. - I did look at LiveXLive's website.
10 festivals or acquisitions had been -·· =M, 10 Q. - What about checking SEC filings?
11 would that be part of due diligence or not? 11 Would that be part of due diligence, as you
12 A. ° Well, I didn't consider that 12 understood it? Checking LiveXLive's SEC
13 third-party informarinnc but it's possible. 13 filings, would that be part of due diligence
14 Depends on how you characterize due 14 as you understood it when you answered my
15 diligence. 15 questions on direct?
16 Q. I'm you. ° You used the 16 A. - I did look at SEC filings.
Well, asking
17 characterization in your direct testimony 17 Q. - That's not what I asked you.
18 with me, so I'm asking you if checking 18 Was that part of your understanding
19 LiveXLive's website was part of what you 19 of what due diligence encompasses?
20 considered due diligence when you answered my 20 A. - Probably.
21 questions. 21 Q. - It's not probably. - It's your
22 A. ° At the time that I answered your 22 definition of due diligence that you've now
23 question? 23 kind of changed or clarified or whatever you
24 Q. ° Yes. 24 want to say. ° You tell me.
25 A. I don't -- I'm not sure what I was 25 When I asked you all these questions

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.1 - - -.......Joseph Schnaier .1..... - - - ..Joseph Schnaier
.2 - - about due diligence, in your mind when you .2 . . . . Q. - And were those — and did Wantickets
.3 - - answered the questions, did you include .3 . . hold back any information from LiveXLive
.4 - - checking SEC filings made by LiveXLive? .4 . .
during due diligence on the grounds that it
.5 - - - . A.. No.. All I was saying— .5. . was proprietary?

.6 - - - . . . . .MR. WURTZEL: . Objection to .6 . . . . A. -

No, not to my knowledge.
.7 - - - ..form. .7 . . . . Q. -
Now, why did you accept Rob's
.8 - - - . Q.. You could answer. .8 . .
refusal, according to your testimony, to
.9 - - - . A.. All I was saying is that I didn' t .9 .. provide certain documents r 1»ming they were
10 - - include conversations that I had with Rob 10 . . proprietary? . Weren't you entitled to the
11 - - Ellin, Blake Indursky, and the LiveXLive 11 . . same — wasn't Wantickets entitled to the
12 - - Media team.. I didn't say anything about 12 . . same due diligence that LiveXLive was
13 - - filings.. But I didn't include those 13. . getting?

14 - - conversations that I had because my 14 . . . . . - - -MR. WURTZEL: . Objection to

15 - - understanding of your question, I thought 15 . . . . .form.
16 - - that was obvious, and I didn't — I just 16 . . . . A. - Not n~r~~~~rily.. We were a private
17 - - didn't consider that. 17 . .
company and they were looking to acquire us.
18- - - . Q.. Okay. 18 . . And we had to hide because we were a
nothing
19 - - - . A..
My understanding didn't consider 19 . . private
company that I had no problem showing
20 - - that as due diligence when you asked. 20 . . all of our cards, everything we have, as far
21 - - - . Q.. But the only thing
— I just want to 21 . . as due diligence.

22 - - be clear.. The only thing you didn't include 22 . . . . Q. - And you think LiveXLive had things
23 - - when you di —"=== ' due diligence when I asked 23 . . to hide and didn't want to show you all its
24 - - you questions was conversations you had had 24 . . cards?

25 - - with LiveXLive ~n~g~i nt team, Rob Ellin, or 25 . . . . . - - -MR. WURTZEL: . Objection to

Page 693 Page 695

.1 - - -.......Joseph Schnaier .1..... - - - ..Joseph Schnaier
.2- - other people on the management team of .2.....form.
.3 - - LiveXLive; is that accurate? .3 . . . . A. - You
know, I don't know if they had
.4 - - - . . . . .MR. WURTZEL: . Objection. .4 . . things to hide or if they wanted to hide
.5 - - - . .Y'schara~terizes the testimony. .5 . . things. - But
they hid under the umbrella of
.6 . . . . Q.. You can answer. .6 . .
being a public entity for not being able to
.7 - - - . A.. You spoke very
fast.. I can' t .7 . . show
me, you know, certain documents and
.8 - - understand that q»~i i ~n .8 . . introductions to certain people and stuff
.9 - - - . . . . .MR. ISSER: - Read back the .9. . like that.
10 - - - .
.question, please. 10 . . . . Q. -
Well, why do you think that
11 - - - 11 . . mattered? - You' re and you' re
(Whereupon, at this time, the requested doing a deal
12 - -portion was read by the reporter.) 12 . .
got.t'ng. —as the sole compensation, the sole
13 - - - . A.. To the best of my recollection, yes. 13 . . consideration for your company was stock in
14 - - - . Q.. Now, during — let's
say due 14 . .
LiveXLive, correct?
15 - - diligence is all research, review of 15 . . . . A. - That's correct.
16 - - documents, dier »~~inn~ with management, 16 . . . . Q. - Wouldn't you think you would be
17 - - talking to third parties, gathering as 17 . . entitled if Rob Ellin tells you he just
18 - - much — whatever information you gather on 18 . . landed a contract to see the «»~~~i? . You

19 - - the other side of a transaction.. With that 19 . . didn't think it was a little strange that he
20 - - definition, did Wantickets provide as part of 20 . . wouldn't show you that contract?
21 - - due diligence of Wantickets' business all of 21 . . . . . - - -MR. WURTZEL: . Objection to
22 - - its contracts with its customers to be 22.....form.
23 - - reviewed 23 . . . . A. - I did think I was entitled that'
by LiveXLive? s
24 - - - . A.. I believe, yes, that was part of the 24 . .
why I asked him.
25- - audit. 25 . . . . Q. - But that he didn't show it to you,

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2 you just naa1=ad -- withdrawn. 2 of deposition your

day and today refreshed
3 When he told you he couldn't because 3 recollection; is that your testimony?
4 it was proprietary, did you look into it or 4 MR. WORTZEL: ° Objection to
5 do you know if your attorneys looked into 5 form.
6 whether there was a prohibition for LiveXLive 6 A. - It did refresh -- I did ask for
7 showing you the contract because it was a 7 these documents and it wasn't all these
8 publically-traded company? 8 documents. - doc1nanrn
They were just specific
9 MR. WURTZEL: ° Objection to 9 of some of the deals that Rob Ellin came to
10 form. I'm directing the witness that 10 me and said he was doing.
11 he shouldn't disclose any 11 Q. - Now, in between your first
12 communications that he had with 12 deposition and today you also testified you
13 counsel. 13 spoke to your attorney two or three times for
14 Q. ° All right, you can answer. 14 over an hour each time, correct?
15 A. - What was the question? 15 A. - I did.
16 Q. ° Did you ever do anything to 16 Q. - Okay. ° Does that
help refresh your
17 determine whether LiveXLive was prohibited 17 recollection, those conversations?
18 from showing you a contract because it was a 18 A. - As I went through the rough draft,
19 publically-traded company? 19 like I said, I saw that I said this isn't
20 A. ° It was my belief, and I accepted the 20 correct, I need to, you know, I do have
21 word, you know, what Rob and the employees 21 memory and recollection of that I did ask him
22 said from the company, that becdü5e they are 22 for dncinonrnc and he wouldn't give me the
23 a public company, maybe there are certain 23 documents.
24 restrictions that they had in showing, you 24 Q. - Now, you testified --

25 know, certain kind of dealings. 25 A. - I'm in the middle of answering, sir.

Page 697 Page 699

1 Joseph Schnaier 1 Joseph Schnaier
2 I mean, when you're a public 2 Q. Go ahead. - I have as much time as
3 you people -- -- 3 you do right now.
company, know, everything
4 everyone has to have the same information, I 4 A. - And he wouldn't give me the
5 believe. 5 documents. - And his for not
reasoning giving
6 Q. And this belief is based on your 6 me the documents made sense to me at that
7 20-some-odd-plus years in the investment 7 time. - But he did tell you
specifically me,
8 industry or in private equity owning broker 8 know, specifies of the deals that he was
9 dealer branches and making inv-i-i ? 9 doing, and that even, like, as far as going,
10 That's the opinion you just gave is based on 10 you know, documents for, you know, asking him
11 all of that experience; is that correct? 11 about stuff about Bank of Montreal, he said,
12 A. ° It was based on my -- this is based 12 I'm telling you everything that's going on
13 on my opinion, what I accepted, and the fact 13 with the deal.
14 that we did have extensive conversation and 14 Q. - So under your understanding of when
15 he was very specific in some of the questions 15 it's a publically-traded company everyone
16 and the questions that I asked. I was okay 16 should have equal knowledge, the CEO of the
17 with it. 17 company is allowed and permitted to verbally
18 Q. And it wasn't a red flag to you that 18 tell you all of the details of the agreement,
19 all these dócümêñts you now claim you asked 19 but he just can't show you the actual
20 Rob Ellin for that you remember that he 20 agreement, that's your understanding of the
21 wouldn't give you, it didn't strike you -- 21 rules?
22 withdrawn. 22 A. - That's not my understanding. I'm
23 You mentioned now you remember all 23 telling you that's what he did.
24 of these dominanta you asked for because 24 Q. - And that didn't strike you, though,
25 reading the rough draft between your first 25 the fact that he told you the details of all

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1 Joseph Schnaier 1 Joseph Schnaier
2 these agreements, it wasn't a red flag that 2 affect my ticketing business, and when, you
3 he should also be able to see the agreemerit? 3 know -- how it would affect the company as a
4 A. ° He told me they weren't for public 4 whole. - But as far as dates, I mean, I didn't
5 use. 5 -- he could have told me about them.
really
6 Q. ° But by telling you -- by telling you 6 I didn't -- maybe it wasn't as important it
7 all the details, isn't he making it public to 7 me.
8 you? 8 Q. - Well, if you knew the date, then you
9 MR. WORTZEL: ° Objection to 9 would be able to look at the website and know
10 form. He's not a lawyer. 10 if it's possible the deal was still in the
11 A. I don't think so. 11 works.
12 Q. Withdrawn. 12 On May 4th, if you looked at the
13 You said when your counsel asked you 13 website and none of these festivals were on
14 questions about the Randy Jackson team, that 14 LiveXLive website, you knew the dates, you
15 Randy Jackson was going to be part of the 15 would kind of know if that meant he got the
16 team or whatever you said, but you never 16 festival or not, wouldn't it?
17 looked to see if there was a press release 17 A. - Yes, but I don't think it's

Randy h+am
18 or if there was 18 conceivable when someone -- when Rob is
announcing
19 anything on LiveXLive's website concerning 19 telling me about these festivals that he
20 Randy Jackson; is that correct? 20 acquired to think, as soon as he says
21 A. ° I guess, yes. - I don't think I 21 something to me, let me find out what date it
22 looked at any -- I didn't see any press 22 is so I can go behind him and go look at the
23 releases on it. 23 website and see if he's lying to me. I mean,
24 Q. ° Did you look for any? 24 that is not conceivable. ° That wasn't
my
25 A. I don't recall if I looked for any. 25 first train of thought.

Page 701 Page 703

1 Joseph Schnaier 1 Joseph Schnaier
2 Q. You also mentioned you had ovronaive 2 I was impressed with what he was
3 conversations on the festivals with Rob. - And 3 saying to me, and he was specific with
4 I -- did he tell you the dates of the 4 details. - And I was I was okay and not
okay,
5 festivals? 5 very suspicious of, as soon as he told it to
6 A. ° I don't recall the dates. 6 me, to go back and think, let me write down
7 Q. ° You had limited -- you were so in 7 dates or things he said, so I can go back on
8 awe of the amount of detail he provided to 8 the website and see if it's on. - That's not
9 you when you asked him about the advantage of 9 how I dealt with it.
10 Randy Jackson with these various festivals, 10 Q. - So now in all these things that your
11 but you don't remember if he provided you the 11 attorney asked you on cross, if you did any
12 dates of the festivals that he had landed the 12 investigation, almost all the time all you
13 agreement to live stream? 13 did was have extensive conversations, as you
14 A. I don't know if we -- 14 put it, with LiveXLive marmgamont. And when
15 MR. WURTZEL: ° Objection to 15 you asked for dnmmontar you claimed that
16 form. 16 they withheld them.
17 A. I don't know if we diamanad dates, 17 That didn't strike you as a red flag
18 I don't recall that. 18 that from all these documents you asked, the
19 Q. ° Really? - Okay. ° So he's
telling you 19 only thing they would give you is detailed
20 all this Glastonbury and Coachella and all 20 conversations but never the actual
21 the ones you testified about, and it never 21 agreements?
22 occurred to you to say to him, when is this 22 A. - Well, he would --
they would put
23 festival? 23 stuff in writing to me on e-mails. And that
24 A. ° No. ° It was more important to know 24 was -- that was, I mean, I don't know about
25 the details of the deal and how it would 25 you, but when anmanne puts stuff in writing

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2 on e-mails and I have conversations with 2 Q. Sure.
3 extensive and they 3 A. I believe he was paying -- he told
them, conversations,
4 are -- and his team and his management team 4 to the best of for Qello
me, my recollection,
5 confirmed for the most part everything he's 5 he was paying, maybe I'm wrong, I don't
6 been I didn't see any red flags 6 recall. - I'm just I think, for some
telling me, saying,
7 raised. 7 reason I have 75 million in my head for that
8 Q. ° See, but most people, don't you 8 company, for the SFX assets. - You
know, those
9 think, would say, Well, if you told me all 9 were going to be much more for
that, to get
10 these details and everyone at LiveXLive tells 10 the rights. - I know that we
streaming
11 me all of these details why can't I see the 11 diacuaaarl that, you know, sometimes you have
12 contract? 12 to pay upfront money in order to get those
13 MR. WORTZEL: ° Objection to 13 rights and cover production costs, and what
14 form. 14 have you.
15 A. In hindsight, if I would have known, 15 So, yes, we did discuss the
16 you know, that he was making all these 16 financials of a lot of these deals and, you
17 misrepeséñtations and to and just 17 that's -- we did discuss that.
lying me, know,
18 trying to coerce me into closing a deal 18 Q. - So just to be clear then, Wantickets
19 quickly, I probably would have been a little 19 provided all of its contracts to LiveXLive
20 more suspicious and went back to the sites 20 Media as part of due diligence and in return
21 and see these dates and when they're coming 21 LiveXLive and Rob provided you with the most
22 out. 22 intimate details of all of the deals and
23 But I -- in hindsight maybe you're 23 refused to provide you, though, with the
24 right, but at that point there was no reason 24 actual agreements; is that correct?
25 for me to believe that he was trying to 25 MR. WORTZEL: ° Objection to

Page 705 Page 707

1 Joseph Schnaier 1 Joseph Schnaier
2 induce me or misrepresent or defraud me. 2 form.
3 The stuff he was saying to me made 3 A. - Like I said before, Wantickets was a
4 sense. He was pretty specific in the people 4 private and they were -- and
company
5 that were involved. - And I knew a little bit 5 LiveXLive was coming to acquire us. ° So we
6 about that business hacanne we sold tickets 6 had -- you know, we gave them -- I had
7 in that music world, and the people around 7 nothing to hide. I wanted to show
8 him pretty much confirmed what he was saying. 8 everything. - So we gave a two-year audit
9 So, I mean, is it conceivable for me 9 which is pretty much, you know, it's more
10 to believe that every one in the
company is 10 than the usual that companies usually do.
11 - At
lying and covering up for Rob Ellin? that 11 And we had no problem doing it, and we were
12 point, I didn't think that, because if I did, 12 very forthcoming.
13 I wouldn't have been in bed with him in the 13 And, like I said, LiveXLive is a
14 first place and talking to him about it. 14 public company and they have different rules,
15 Q. So now let me understand that. - All 15 you know, Rob was as forthcoming, I
and,
16 these convarnaH rms you had, all these 16 believed at that time, as he could be. And
17 extensive conversations, whether it's the 17 he told me, you know, what he was doing and a
18 music festivals or the acquisitions of SFX or 18 lot of the stuff made sense to me as it was
19 Qello or did he tell you the price 19 confirmed. - So I didn't see any red flags in
#«itewer,
20 that LiveXLive was going to pay in the 20 that.
21 acquisition or how much it was going to cost 21 Q. - You keep saying the rules of a
22 him to get the live rights? 22 public company. ° Those rules are based on all
streaming
23 A. ° Some of them yes, some of them I 23 the experience you have in investing and in
24 don't recall. I'll give you an example, if 24 the securities industry, correct?
25 you want. 25 A. - In my opinion, public companies do,

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2 unless I'm off base -- 2 That opinion that either you had or
3 Q. What it's based on, not your 3 Rob gave you, what was it based on? ° Did you
4 opinion. 4 ever take any steps to confirm whether a
5 A. ° They do abide by different rules. 5 publically-traded company was prohibited from
6 My understanding is public comnanies do have 6 providing cap tables or term sheets as part
7 different rules than private companies. 7 of due diligence for a transaction?
8 Q. ° But your understanding of these 8 A. - I mean, this is the roannning he
9 rules, your understanding was that a public 9 gave me.
10 company will show you the cap table, and as a 10 Q. - I'm asking you what steps you took.
11 public company, as you testified, Rob told 11 A. - I'm answering you -- I am answering
12 you he couldn't show you the actual term 12 the question. ° It was a plausible answer
13 sheets of contracts. - What was that belief 13 = I did know that not -- when you're
14 you had, that understanding you had?· What 14 tra&ng publically on a stock market, they're
15 was it based on, those specific beliefs and 15 very careful about Maa=inating infnrmation.
16 understanding, what were they based on? 16 All these companies are. - Whether -- I mean,
17 A. ° Based on conversations I had with 17 go look at what's going on with these
18 Rob Ellin and his LiveXLive Media team. - And 18 biopharmaceutical everyone is
companies, very
19 they answered a lot of the questions that I 19 careful about disseminating information; when
20 asked. ° And I didn't see any red flags. 20 the vaccinon are out and when they're
coming
21 Q. ° Did you ever take any steps to 21 not coming out, or when they're -- you know,
22 confirm whether a public company who is 22 someone will say it is coming out before the
23 negotiating an acquisition can disclose its 23 end of the year and so on and so forth.
24 cap table or disclosed term sheets and signed 24 So it made sense to me that, you
25 agreements as part of the due diligence of 25 know, as a public company you have different

Page 709 Page 711

1 Joseph Schnaier 1 Joseph Schnaier
2 the transaction? 2 regulations and ways --

3 A. I mean, in order for me to confirm a 3 Q. - I understand that. - But

my question
4 lot of these deals that he said -- 4 is not what you're answering.
5 Q. - I didn't ask you that, Mr. Rehnni or. 5 My question is, did you -- it's
6 You keep -- 6 either true or it's possible that a
not,
7 A. ° It would be very difficult. I'm 7 public company cannot provide you with the
8 to your answer. ° It would be very 8 of due diligence for
getting cap table as part a
9 difficult for me to confirm a lot of these, 9 transaction and cannot provide you with term
10 you know, relationships like SFX or like 10 sheets and signed contracra as part of a due
11 Qello. ° These I mean, if I called 11 diligence period for a transaction, or
people, they
12 them, odds are they wouldn't talk to me about 12 can because it's a due diligence for a
13 it. And Rob wasn't introducing me to them. 13 transaction.
14 So it would be very critical for me to 14 So my question to you is, did you
15 confirm it. ° You have to understand that. 15 take steps to confirm whether LiveXLive
any
16 Q. ° Now, let's answer my question. 16 Media was prohibited from providing you with
17 My question is, do you claim that 17 these documents because it was a
18 either Rob told you or it is your 18 publically-traded company or not prohibited
19 that LiveXLive did not provide 19 from you with these documents? ° Did
understan&ng providing
20 you with the cap table and could not provide 20 you take any steps to confirm what the true
21 you with term sheets or signed ayww a 21 laws were concerning these things?
22 because it was a publically-traded company, 22 A. - Yes.
23 unlike Wantickets, and as a publically-traded 23 Q. - What steps did you take?
24 company it was forbidden or prohibited from 24 A. - I had very anhatantive conversations
25 doing those things. 25 with Rob Ellin about it and he --

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2 Q. Let me cut you off. 2 with doc11mants he didn't provide you because
3 Besides Rob Ellin telling you -- 3 they're a publically-traded company? ° You
4 A. Why are you screaming at me for? 4 could say you just believed Rob.
5 Q. I'm not screaming at you. 5 A. - I don't recall if there's anything
6 Besides conversations with 6 else. - I'm to think to you with
having trying help
7 Rob Ellin, who now you're claiming defrauded 7 your answer, but I don't recall. I'm trying
8 you, besides what he told you, did you take 8 to help you.
9 any steps to confirm that what he told you is 9 Q. - I think we've got the answer.
10 true concerning his prohibition of him 10 Do you know if as part of due
11 providing you the documents you wanted? 11 diligence for a transaction in which a public
12 A. ° Yes. 12 offering is actually a critical component, if
13 Q. ° Besides talking to management or 13 LiveXLive was prohibited from showing you any
14 talking to Rob Ellin, what steps did you take 14 commitment letter it had received from Bank
15 to confirm the truth of that? 15 of Montreal? ° Do you know if the law would
16 A. ° Well, I confirmed it because 16 have prohibited that?
17 whenever I asked Blake Indursky, who was the 17 A. - Well, he told me it did. And it
18 vice president, he would always say, You got 18 would make sense to me that you shn11hin't be
19 to ask Rob, I don't know if I can share this 19 out there in public to show the public.
20 with you. 20 Q. - Did you take any steps to see if
21 Q. So you're just not answering my 21 that is the kind of thing you wouldn't be
22 question. 22 allowed to see?
23 A. I'm trying to answer it the best I 23 A. - No. - It was based on my --
24 can. 24 Q. - Conversations with Rob Ellin, I got
25 Q. Well, that might be your answer. 25 it.

Page 713 Page 715

1 Joseph Schnaier 1 Joseph Schnaier
2 It's really a simple yes or no q119nHnn 2 A. No, not only based on my
3 Aside from believing Rob that he was 3 conversations with Rob Ellin.
4 prohibited from sharing the documents he told 4 Q. - With David Wells and Blake Indursky.
5 you he couldn't provide because he's a 5 A. - Let me answer, sir, you're being
6 publically-traded company, aside from the 6 rude.
7 extensive conversations you had with him 7 Q. - Go ahead.
8 about that, aside from the detailed and 8 A. - Based on my history in the business,
9 extensive conversations that you had with 9 it made sense to me that I wasn't going to be
10 anyone at LiveXLive, did you take any steps 10 able to see proprietary information from the
11 in any way whatsoever, besides relying on Rob 11 investment bank in regards to this.
12 or other LiveXLive people to see if those 12 Q. - What's proprietary?· Rob told you --

13 repronantat ions were accurate? 13 according to you Rob told you there was a
14 A. ° Oh, I spoke to David Wells about it 14 commitment letter for $100,000 IPO. ° So you
15 as well. 15 had all the details.
16 Q. ° Fantastic. -
Anything else besides 16 A. - Correct.
17 David Wells and LiveXLive? 17 Q. - That's proprietary. -
Why shouldn't
18 A. ° Well, he was the acting CEO. 18 you see that letter -- withdrawn.
19 Q. I understand. - I didn't ask you what 19 A. - Not did he tell me that, but he
only
20 he was. ° He's on the chalkboard. - We have 20 also wrote to me that the deal is signed with
21 Blake and let's assume maybe 21 Bank of Montreal. ° The deal is signed with
Rob, Indursky
22 other LiveXLive people. ° Aside from David 22 Bank of Montreal.
23 Wells and LiveXLive people, what steps, if 23 Q. - But signed, you would agree, signed
24 any, did you take to confirm the accuracy of 24 could mean they're doing an IPO and it
25 Rob's claims to not be able to provide you 25 doesn't have to be a commitment, correct?

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 716 to 719

Page 716 Page 718

1 Joseph Schnaier -1
2 A. It was a commitment. ° It was a 2 A C K N O W L E D G E M E N T
3 commitment. ° Let's not -- 3 STATE OF NEW YORK )
4 Q. ° He wouldn't show you the letter you 4 :ss
5 claim, correct? 5 COUNTY OF NEW YORK)
6 A. ° Let's not go there. 6 I, JOSEPH SCHNAIER, hereby certify that I
7 Q. ° I want to -- I'm asking you. - Let's 7 have read the transcript of my testimony taken
8 go there. 8 under oath on OCTOBER 19, 2020, that the
9 A. ° You know as well as I do -- 9 transcript is a true, complete and correct
10 Q. ° Let's get this straight. ° You agreed 10 record of what was asked, answered and said
11 to pay losses until the offering occurred, 11 during my testimony under oath, and that the
12 correct? ° You were to WanHekars' 12 answers on the record as given
going pay by me are true
13 losses? 13 and correct.
14 A. ° Well, I agreed to pay the losses in 14
15 the company until they told me September time 15
16 the IPO was going to take place. 16
17 Q. ° And you didn't insist to be able to 17
18 speak with Bank of Montreal to be able to -- 18 JOSEPH SCHNAIER
19 A. ° They told me -- they told me -- 19
20 listen. 20 Signed and subscribed to
21 Q. ° And you didn't insist to be able to 21 before me, this day
22 speak with Bank of Montreal to get the 22 of , .
23 details of the offering even though you were 23
24 to be personally Wantickets' 24
going paying
25 losses until the offering came up? 25 Notary Public

Page 717 Page 719

1 Joseph Schnaier -1
2 I did ask speak of 2 I N D E X
A. to to Bank
3 EXAMINATION BY PAGE
3 Montreal. 4 Mr. Isser 686
301,
4 Q. ° But you didn't insist harama you 5 Mr. Wurtzel 632
6
5 accepted responsibility.
7
6 A. ° I asked to speak to Bank of g . . . . . . . E X H I B I T S
7 Montreal. 9

8 Q. ° And that is a fact that Rob wouldn't

10
9 let you -- Rob wouldn't let you speak with 22 E-mail 302
10 Bank of Montreal, that wasn't a red flag? 11
23 Binding letter of
11 A. ° We went through this already. - Like
12 intent 363
12 I said, you know -- 13 24 E-mail chain 395
13 MR. ISSER: - Thank you. - Are you 14 25 E-mail 467
15 26 E-mail dated
14 done? I have no more questions, Mr.
8/23/2016 482
15 Schnaier. 16
16 MR. WORTZEL: I have no further 27 Fidelity investment
17 report. - - - - - 492
17 questions either. We'll reserve our 18 28 Account statement 495
18 right to read and sign. 19 29 Trades document 498
20 30 Tax lot printable
19
report 499
20 (Time noted 5:55 p.m.) 21
21 31 Letter dated
22 8/22/2017 503
22
23 32 Stipulated order of
23 foreclosure 516
24 24
33 Report of independent
25
25 accounting firm 519

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 720 to 723

Page 720 Page 722

-1 -1
2 E X H I B I T S° (Cont.) 2 DOCUMENTSAND
3
DEEENDANTS' - ° ° °DESCRIPTION- ° ° ° °PAGE INFORMATION REQUESTED PAGE LINE
4 3
34 ° - - - ° Representation letter Text messages, e-mails or other
5 dated 5/9/2017 520 4 communications with David Brooks· 311 22
6 35 ° - - - ° E-mail chain 530
7 E-mail 5 Documents concerning transfer of
36 535
8 37 Affidavit of Richard any missing shares 495 17
- - - ° 548
°Blakeley 6
Documents concerning transfer of
38 Letter dated
10 9/30/2016 551 7 shares to Bo Dietl 503 8
11 39 Agreement 555 8 Document regarding satisfaction of
12 40 Collection of judgment 558 9
judgments 559
9
13
41 E-mail 572 Document regarding satisfaction of
14 10 judgment with Dragonfly- - - - - °560 9
42 Letter dated 11
15 5/31/2017 575
12
16 43 Letter from Foley &
Shechter 576 13
17 14
44 Letter from Foley & 15
18 Shechter dated
16
7/7/2017 586
19 17
45 ° - - - ° Letter from Steptoe & 18
20 Johnson dated 19
7/10/2017 587
21
46 - - - - Employment agreement ° °587 21
22 22
47 - - - - E-mail dated 23
23 - - - 7/14/2017- 601
- - - ° E-mail 24
24 48 603
25 25

Page 721 Page 723

1 1
2 2 C E R T I F I C A T E
E X H I B I T S (Cont.)
3 STATE OF NEW YORK )
3
4- -DEFENDANTS' DESCRIPTION PAGE SS:
5- - - -49 Settlement and 4 COUNTY OF ROCELAND)
release agreement 610
5 I, MICHELLE LEMBERGER, a Notary Public

50 Agreement to permit 6 within and for the State of New York, do

7 lifting of restricted 7 hereby certify that the foregoing examination
legend and partial
. 8 of JOSEPH SCHNAIER was taken before me on the
8 foreclosure on LiveXLive
Media shares 611 9 19th day of October, 2020.
9 10 The said witness was by me duly sworn
51 E-mail chain 612 11 of their
before the commencement testimony.
10
12 The said testimony was taken stenographically
52 E-mail 614
11 13 by myself and then transcribed.
53 E-mail dated 14 The within transcript is a true record of
12 6/16/2017 619
15 the said testimony.
13 54 Lock-up and no
agreement- - -622 16 I am not connected by blood or marriage
shorting
14 17 with any of the said parties, nor interested
15
18 directly or indirectly in the matter in
16
17 19 controversy, nor am I in the employ of any of
18 20 the counsel.
19

22 23 MICHELLE LEMBERGER
23 24 10-30-20
24
25
25

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 724 to 726

Page 724 Page 726

-1 -1
-2- - - - - - - DEPOSITION
ERRATASHEET -2- - - - - - - DEPOSITION
ERRATASHEET
-3- -Case Caption: - Dance v. LiveXLive Media -3- -Page No. Line No. Changeto:
-4 -4 - -
-5- - - - - DECLARATION
UNDERPENALTYOF PERJURY -5- -Reason for change:
-6- - - - - -I declare under penalty of perjury -6- -Page No. Line No. Changeto:
-7- -that I have read the entire transcript of my -7- -
-8- -Deposition taken in the captioned matter or -8- -Reason for change:
-9- -the samehas been read to me, and the same is -9- -Page No. Line No. Changeto:
10 - -true and accurate, save and except for changes 10 - -
11- -and/or corrections,
if any, as indicated by me 11- -Reason for change:
12- -on the DEPOSITION
ERRATASHEEThereof, with 12- -Page No. Line No. Changeto:
13- -the understanding that I offer these changes 13- -
14- -as if still under cath. 14- -Reason for change: __
15 15- -Page No. Line No. Changeto:
16- - - - - - 16- -
17- - - - - - - JOSEPHSCHNAIER 17- -Reason for change:

18 18- -Page No. Line No. Changeto:

19- -Subscribed and sworn to on the day of 19- -
20- - , 2020, before me, 20- -Reason for change:
21- - 21- -Page No. Line No. Changeto:
22- -Notary Public, 22- -
23- -in and for the State of 23- -Reason for change:

24 24- -SIGNATURE: DATE:

25 25- - - - - - - JOSEPHSCHNAIER

Page 725
-1
-2- - - - - - - DEPOSITION
ERRATASHEET
-3- -Page No. Line No. Change to:
-4- -
-5- -Reason for change:

-6 - -Page No. Line No. Change to:

-8- -Reason for change:

-9- -Page No. Line No. Change to:
10- -
11- -Reason for change:

12 - -Page No. Line No. Change to:

13- -
14- -Reason for change:

15 - -Page No. Line No. Change to:

16- -
17- -Reason for change:

18 - -Page No. Line No. Change to:

19- -
20- -Reason for change:
21- -Page No. Line No. Change to:
22- -
23- -Reason for change:
24- -SIGNATURE: DATE:
25- - - - - - - JOSEPHSCHNAIER

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 1

EXDef-
0038 Joseph Schnaier 1019
Exhibits
20 720:9 ___

Def- EX Def-
EX $1,003,932 578:4
0022 Joseph Schnaier 1019 0039 Joseph Schnaier 1019
$1,487,407 497:21
20 719:10 20 720:11
$1,578,458 559:22
EXDef- EXDef-
$1,578,458.90 559:22
0023 Joseph Schnaier 1019 0040 Joseph Schnaier 1019
$1,951,671.23 559:20
20 719:11 20 720:12
Def- $1.25 485:4 486:4
EX Def- EX
$1.60 594:20
0024 Joseph Schnaier 1019 0041 Joseph Schnaier 1019
20 720:13 $1.67 595:6
20 719:13
Def- EX Def- $10 311:21,24 485:16
EX
0042 Joseph Schnaier 1019 488:16
0025 Joseph Schnaier 1019
20 720:14 $10,153,631 505:22
20 719:14
Def- EX Def- $100 303:13 304:2,13,14
EX
0043 Joseph Schnaier 1019 305:18 443:6 444:2,3,12
0026 Joseph Schnaier 1019
20 720:16 445:3 448:3 451:7,19,23,24
20 719:15
EX Def- 452:5,12,22 453:2,8,17
EX Def-
0044 Joseph Schnaier 1019 457:2,5 458:6,8,22 460:7,14
0027 Joseph Schnaier 1019
20 720:17 670:20
20 719:16
Def- EX Def- $100,000 556:17 715:14
EX
0045 Joseph Schnaier 1019 $12 485:9
0028 Joseph Schnaier 1019
20 719:18 20 720:19 $124,388 558:2,5

Def- EX Def- $125 306:23 307:6

EX
0029 Joseph Schnaier 1019 0046 Joseph Schnaier 1019 $15 548:20,24 549:5,17
20 719:19 20 720:21
$155,000 607:25
Def- EX Def-
EX $16 552:17,20
0030 Joseph Schnaier 1019 0047 Joseph Schnaier 1019
$170,000 568:23
20 719:20 20 720:22
$18,333.32 585:6
Def- EX Def-
EX $18,333.33 585:21
0031 Joseph Schnaier 1019 0048 Joseph Schnaier 1019
$2 541:21
20 719:21 20 720:24
Def- $2,412,000 522:21 523:8
EX Def- EX
$20 364:12 365:9 368:22
0032 Joseph Schnaier 1019 0049 Joseph Schnaier 1019
453:24 460:24 476:17
20 719:23 20 721:5
Def- 477:12 478:13,15 524:9
EX Def- EX
594:19
0033 Joseph Schnaier 1019 0050 Joseph Schnaier 1019
$200,000 569:17 570:2,5
20 719:24 20 721:6,9
EX Def- $230,000 569:8
EX Def-
0051 Joseph Schnaier 1019 $25 469:3 473:12 476:15
0034 Joseph Schnaier 1019
20 721:9 477:2,6,7
20 720:4
Def- EX Def- $29 478:10
EX
0052 Joseph Schnaier 1019 $3.5 560:21
0035 Joseph Schnaier 1019
20 720:6 20 721:10 $357,000 598:10
Def- EX Def- 515:17
EX $362,274.15 517:9,
0036 Joseph Schnaier 1019 0053 Joseph Schnaier 1019 25

20 720:7 20 721:11 $4 308:16 309:16 469:23

Def- EX Def- 478:17,22 495:11
EX
0037 Joseph Schnaier 1019 0054 Joseph Schnaier 1019 $48,005 583:6 584:9
20 720:8 20 721:13
$498,000 573:15

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 2

$5 310:8 330:16,20 331:2,7, 1.8 490:5,9,10,16 498:5 609:23 675:11 718:8

9,11,20 333:17,21 337:25 586:21 19,523 568:15
343:24,25 344:7 365:9,13 1.9 560:23 1940 328:2
366:7,11,20 367:14,20 10 485:18 505:24 587:4 19th 368:16 20 370:10
368:23 369:16 370:4,11,15, 10-30-20 723:24 371:14 723:9
3 2 73:16
100 304:14 364:10 434:20 1:00 461:12
43
435:25 444:5 452:16 457:23 1B 556:13
473:12 477:2,16 510:3,15,
485:16 555:2 557:7,13
16511:2,13 513:9 540:9 ' 16 '
580:10 582:25 618:5 676:22
17,19 594:19,21 595:5 2
100,000 557:5,8
641:18 642:14,23 643:7,16,
10:24 347:22
23 644:3,24 645:10,17 2 323:24 347:12,14,18,19
660:11 661:4,7,12,14 11 422:20 513:11 517:11 382:18 383:16 399:15,16
$50,000 480:2 110,000 507:7 423:22 467:8,25 479:14,16

$500 458:19 459:10 460:3 11566 301:7 490:11,14 516:24 627:14

116,000 562:22 628:2

$7.03 517:11
116,692.24 562:19 2,000 527:7 555:12 637:11
$73,631 616:14
11:05 374:6 2,442,000 525:4
$73,719 581:10 583:12
584:10 585:4 12 329:25 485:20 611:23 2.7 527:15

$75,000 479:23 612:3 20 323:12,14,15 364:15

12-month 535:24 428:7 442:14 458:14 523:13
$848,121.65 562:16,22
120 597:21 532:25 543:19 681:20
$88,375.27 571:11
683:13 688:18
$90,840 608:24 125 302:19 304:21
20-some-odd-plus 697:7
$992,129.55 598:7 125,000 486:6
200 511:9 570:7
12:35 461:4
200,000 488:9 514:23,24
13 537:7 612:4
569:18,19
13th 601:24
201 433:8
517:8 14 485:20 548:14,15 601:5
(a) 2014 636:9
637:5
(b) 517:9
2015 315:19 316:7 358:21
146 485:15
323:24
359:7,14 395:24 396:14
146-some-odd 602:5
(j) 625:9 522:20 523:7 532:4,5 628:2
148,000 580:13
637:5 644:23
148,005 580:7,17,19 581:5
2016 302:8,11 315:20 316:7
15 327:17 330:3,5 347:21
338:23 339:2,6 340:4,17
348:9,11 382:20 428:7
000408 559:11 359:18 360:3 362:13 363:22
479:22 599:22
04 484:9 368:14 370:10 371:15,24
15,000 512:9,10,12 378:2 382:9 391:12 393:4
04010 495:11
152 505:19 396:17 406:11,16 415:24
15th 480:25 416:3,10,16,20 417:19
1 16 326:15 419:20 421:2 425:5,7
524:20 548:23
553:11 599:23 619:9,17,25 427:21 429:3,4,8,12,17
1 580:5,18 603:6,13 431:4,22 433:13,15,17
684:17
1,000 330:13 435:4,21,23 436:3,5,7 437:5
17 406:4 501:6 537:10
1,003,932 575:2 557:25 684:18 722:5 440:5 441:3,15,20,25 442:5,
1,014,403.70 495:18 7,20,25 443:12,22 444:9,15
173,000 498:13
445:3 467:8,12,25 468:17
1,800,000 488:7 18 514:21
469:2,22,25 470:17 472:9,
1.222 524:17,23 187 498:13
1.25 353:25 486:14 487:3,9 187,000 498:14
17 2 4
687:4
19 323:13,14,15 363:22 487:4,14 518:23 523:13
1.5 560:24 368:13 371:23,24 479:6 524:22 527:14 531:6 532:3,
540:7,12 596:2 597:16 4 535:24 536:8,18 538:17

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 3

548:25 549:12 550:12,14,21 24887 499:7 39 555:25 587:20 720:11

551:17 552:3,20 554:5 24889 499:8 395 719:13
562:18 598:5,15 606:11 24890 499:20 3:02 565:16
636:12 637:5 655:10 657:14
24891 499:20
668:15 669:13 670:17 675:5
25 395:10 466:8,23 467:3 4
677:3,7 685:2
471:25 472:2,3,11 474:3
2017 371:16,19,24 406:16
675:5 677:3,7 719:14 4 347:13,14 484:4 6 8 19
407:2 422:9,14 425:8 427:2,
25,000 515:11 596:14 631:10
3 440:6 442:14 462:24
250,000 486:5 4-- 484:4
463:20 485:8 487:23 503:21
26 302:8 482:9,14 657:13 4.7 527:15
508:2 514:21 518:24 521:7
719:15 4.8 310:8
522:22 523:17 524:25
526:20 527:14 535:17 27 301:20 432:16,19 492:22 40 559:7 575:17 720:12
537:7,9 550:23 555:21 531:6
40-some-odd 602:6
557:25 572:25 575:20 576:4 275,000 488:3 495:25 496:5
400 488:20 595:18
578:17 579:8 580:5,18 28 479:24 496:19 719:18
400-page 348:5
581:5,9 583:14,21 585:3,5 29 499:3 719:19
404 000 522:22
4 5 60 :5 1 2:20 530:15
41 572:4 579:5,21 650:4
652:2 653:4
616:14,17 619:9,18,25
622:21 3 413,333 497:25
623:23 624:9 630:9,
16 673:18,25 674:8 678:10 42 575:24 586:4,8

681:21 682:24 3 484:16 488:19 675:11 43 579:12 586:25 590:3

683:6,13,15
685:3 3(j) 625:11 720:16

2018 513:11 517:11 3.19 597:6,23 606:10,15 44 494:8,23 495:2 559:2

2019 501:7,8,13,16 502:4 3.5 560:19 562:5 586:12

623:23 624:9 30 452:20 458:14 500:2 45 587:8

2020 718:8 723:9 519:11 522:18,19,20 523:7, 46 588:2

20th 481:2 13 524:15,22 527:14 551:17 467 719:14

552:3 562:18 572:25 719:20
21 607:24 47 600:25 601:9,13 655:8
300 453:25 454:6
210382 571:25 48 603:2,9 657:12 720:24
301 719:4
2106 524:15 48,000 583:8
302 719:10
215,000 509:17 510:25 482 719:15
30th 524:20 552:5
511:10,15,16 49 604:17 611:2 721:5
31 479:7 521:5 523:17
2170 301:6 492 719:17
524:25 575:20 576:4 578:17
21st 608:2 683:15 495 719:18 722:5
581:9 583:14 585:3,5
22 301:25 302:4 393:12,24 498 719:19
311 722:4
394:4,6,11,20 395:8,11 498 980 573:8
467:12 508:2 31st 577:23 583:20 608:5
503:20 655:9
499 719:20
722:4 32 516:6 530:19 719:23
4:03 626:23
22nd 467:21 33 519:18 526:10 535:2
4:15 627:7
23 363:17 477:12 478:5 34 520:21 551:13
4:20 632:2
479:6 610:2 35 530:25 548:4 720:6
4th 702:12
23,000-some-odd 605:5 36 535:5,10 720:7

23rd 482:17 363 719:12

24 37 520:14 521:3,4 548:11 5

348:6 363:11,12,25
395:19 477:11 623:4,22 720:8
5 371:16,19 395:24 555:21
719:13 375 486:4
614:20 622:21 623:23
245.78 495:11 375,000 487:2
247,343 496:5 38 551:21 555:17
Î25
247,373 495:22 38A 555:17

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 4

5,000 512:7 601 720:23

5/31/2017 575:24 720:15 603 720:24

5/9/2017 520:20 720:5 61 382:16,20 383:15 384:15,

50 611:17 18 386:12 396:22 398:23 8 526:20 579:7 581:5 583:21

50,000 480:6,18,25 481:19 399:15 423:22 427:25 722:7

428:3,7 429:9 502:25 503:6 g.2
500 460:6,8 609:25 610:3
511:24 668:14 669:12
501 324:4,25 325:3 8/22/2017 503:5 719:22
610 721:5
503 719:22 722:7 8/23/2016 482:13
611 721:8
504,000 523:19 80 496:9,11 501:20
612 721:9
51 612:14 660:8 667:2 800 490:11
614 721:10
51,533 515:13 517:24 800,000 490:6,18
619 721:12
516 719:23 81 498:20,23 500:10 501:5,
62 442:19 670:16
519 719:25 10,19
622 721:13 81,947 616:17
52 614:23
632 719:5 82 501:11
520 720:5 499:18 500:10
64 622:7 8233 530:21
53 619:15
66,000 513:15 825 488:5
530 720:6
660,706 502:23 825,000 487:20
531 625:9
67 479:13,16 8347
535 720:7 535:6
68,400 572:21 8348 535:7
54 622:15 721:13
686 719:4 8564
548 720:8 503:10
69 571:23 675:3 677:2,5 8590 619:6
551 720:10
69,000 495:10 8607 612:10
555 720:11

558 722:8 8610 612:10

559 720:12 7 8611 614:17

56 610:17,21 875,000 488:24 502:24

7 562:5,11,12 586:4,6 8KK 532:3
560 722:10
7.4 556:16,23 580:8 8th 579:16,19 583:9
57 611:10
7/10/2017 587:8
572 720:13
7/14/2017 601:8 720:23
575 720:15
7/7/2017 586:12
576 720:16
70 627:17 521:7 562:17
58 515:22,24 516:11 9 722:8,10
71 678:8
586 720:18 9/30/2016 551:20 720:10
71,000 509:18
587 720:20,21
72 442:11 627:18,19 681:19
59 344:11,17,24 346:24
7295 494:25
347:10,20 348:14 597:5,6,
16,22 612:6 733,000 523:12 A-E-G-I-S 496:15
59,400 513:22,23 74 494:8 Abdullah 531:10,12,23
5:55 717:20 75 302:19 303:13 304:14,21 abide 708:5
306:22 307:5 481:19 706:7
5th 608:3 685:3 ability 337:8,18 526:13,19
75,000 480:4,17,25 482:5 566:7 680:5
487:13
Ablovatskiy 587:4
6
750,000 487:8
above-mentioned 302:3
75K 482:21
363:15 395:18 467:2 482:12
6 347:11,12
76 619:5,11,19,20,21 492:20 496:17 498:25
6/16/2017 619:14 721:12
79 492:14 493:14 501:19 499:24 503:4 516:4 519:16
60 384:21 385:21 429:8
7th 599:4 520:19 530:23 535:9 548:9
614:16
551:19 555:24 559:5 572:3
600,000 488:18 498:2,8
575:23 579:10 586:10

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 5

587:6,24 601:7 603:8 acquisition 305:3 331:9 affect 375:2 651:24 654:6
610:24 611:13 612:12 354:21 356:16,21 357:9,18, 670:11 678:3 702:2,3
614:22 619:13 622:13 20,23 360:18,19,21,24 affidavit 548:6,10 569:22
526:21 595:19 361:3,13,25 362:21 366:9 720:8
absolutely
637:4 371:10,13 424:24 425:2,5, affiliated 578:16 580:13
accept 511:11 694:7 10 433:2,5 460:11 461:25
agent 460:22
462:7 490:5,10,17 512:21
accepted 350:10,15 352:24 aggregate 578:3 585:6
539:8 577:5,7 593:21
353:6 510:16 511:2 521:20 592:12
25 522:6 568:9 696:20 agree 440:2 472:9 538:15
6 68 8 0 21
697:13 717:5 549:4 556:14,25 566:25
708:23
accordance 521:25 566:14 567:12,15 576:18 585:8
acquisitions 336:20 342:16
account 305:21 493:3,7,18 608:12 642:14 715:23
496:13,18 497:3,4,9,23 agreed 305:6 308:3 364:18,
6:9 23
500:15,19,25 513:17 518:13 20 365:5 368:22 395:5
372:8,16,17 373:12,15,17
682:12,14'
600:5 719:18 477:19 478:14,15 507:17
22 379:5 642:7
accountant 353:10 556:20 576:22 594:18
689:10 705:18
accountants 456:15 482:21 616:19 618:20 641:19 674:2
act 324:5 325:2,3 327:18,25
483:14,19 716:10,14
629:9
350:10,15 agreeing 556:25
accounting
acting 333:12 620:13 ' 21
352:24 353:6 498:3 519:14, agreement 323:12 324:6
713:18
17 521:20,25 522:6 546:13 325:14 330:16 331:2,19
action 499:6 505:17
719:25 332:4 333:4 335:20 336:12
activity 432:23
accounts 497:5 532:2 353:12,18,23,25 354:20
actual 371:6 375:8 393:8 362:3,10 363:2 365:20
539:22 572:19 637:17
411:12 465:22 469:8 525:14 367:7,8,11 371:19 374:2,15
accredited 324:3,11,25
699:19 703:20 706:24 375:8 406:21,25 408:6
325:4,9,20 326:3,16,19
708:12 409:2,6 410:11 423:8
327:2 328:12 329:8
add 488:23 493:15 495:16 424:21 450:24 451:4 463:21
accumulated 637:20
502:23 518:10 464:10 478:9 484:13 488:9
accuracies 336:23
added 493:19 548:17 493:9 497:13 503:15 505:18
accuracy 447:20 573:5,24
addition 501:19 538:21 508:6,9 509:3,21,22 510:8
713:24
580:4 5 511:7,21 512:18 518:17,25
accurate 319:12 335:21
additional 395:4 500:11 520:3 523:19,24 525:9
416:18 435:4 494:2 522:14
528:2 529:15 534:24 538:16,24
523:10 524:19 525:6 527:16
539:7,17 540:4,6,8,13,14
a dd ress 301:5
573:13 577:24 580:24
541:13,14,20 542:2 13
581:11 588:4 addressed 562:2
606:12,15,19, 543:2,5 544:4 547:13
21 693:3 713:13 administration 508:21
555:20,25 556:4,11,16,19,
acknowledged 504:23 administrative 333:11
24 564:12 565:7 566:4,6,20
acquaintances 446:6 advantage 701:9 581:21 585:9 587:22,25
450:11 adverse 592:2,12 607:9 588:5,7,9 589:13 594:18
acquire 359:12 363:3 364:10 advertising 637:23 598:17,22 599:2 602:8
419:21 434:19 694:17 707:5 advice 317:5 554:22 605:6 608:13,25 609:23

acquired 305:6 311:17,18 advised 503:16 610:2,20,25 611:14,23

332:14 349:6 371:25 380:22 613:25 622:9,14,23 624:2,

advisement 315:3 506:15,19
381:5 396:16 413:18 424:15 12,16,17,18,24 625:2,9,12,
561:10 14 22 562:4
426:16 451:14 472:24 13 626:2,6 628:10 630:8,15
advisor 433:22
473:11 541:2 591:25 616:14 640:25 677:18 699:18,20
advisors 531:21
636:11 642:10 670:4 702:20 700:3 701:13 720:11,21
advisory 657:24
acquires 618:5 721:5,6,13
Aegis 496:14 497:4 499:16
336:3,16 380:24 agreements 323:22 328:11
acquiring 518:12
381:6 639:8 333:10 336:4 337:2,13
341:20 342:7 355:18 357:3

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 6

361:24 366:23 375:23 376:6 689:10 593:2 628:2 630:9,16

422:2,3 625:20 641:20 announcements 683:23 Arab 531:10,12
642:15 651:18 654:3 672:18 373:2,15 404:2 arbitration 562:14
announcing 609:6,7,
680:22 700:2 703:21 706:24 407:5 409:7 410:17,20 10,18
708:25709:21 436:15 700:18 argue 513:3 626:24
ahead 303:4 306:17 368:6 356:4 388:2
answering arguing 613:14
475:4476:6542:20576:10 614:8698:25 710:11 711:4 arm 637:15
617:15 667:19 699:2 715:7 712:21
arranged 650:6
allegation 435:3 617:3 answers 314:6 319:24
arrangements 650:12
allegations 331:23 332:2 320:17,20,24 377:18 400:16
arranging 650:7
346:23 435:9,13 610:8 448:17 475:19 638:21 647:7
article 322:7
allege 330:23 433:11 464:6 650:20 660:21 663:15
articles 312:8
485:18,19 594:6 628:6 667:12 669:9 670:15 680:17
650:5 652:3 653:5 655:9 718:12 artificially 345:5

657:13 660:9 667:3 668:15 antidilution 544:3,10 595:21 artists 389:9,10 680:22

669:13 670:17 675:4 677:3, 624:25 626:21 641:8 681:3,7,10

6 678:9 681:20 anymore 509:12 ASAP 615:2
alleged 335:16 441:14 505:8 APA 303:15 305:2 371:15 Asher 514:13

allegedly 549:24 402:16 410:18 411:22 asks 476:3

alleging 330:24 331:15,18 413:14 414:11 415:21 425:8 aspect 340:19

Allen 449:23 426:15,19,25 437:21 632:21 633:22
assessing
438:13,17,22 439:2,4,11
allocate 491:18 assessment 635:12,18
446:12 454:12,18 462:24
allocations 513:13 asset 362:21 367:6,11
487:18 497:11 505:24
allowed 310:10 393:20 371:18 373:25 374:15
508:25 525:2 542:8,11
445:21447:9 12,24 613:17 406:25 408:5,25 409:6
544:15,22,25 545:8 547:17
664:10 699:17 714:22 410:10,11 423:7 424:21
553:9 5U:2,7,10 573:17
allstar 432:25 433:4 434:8 450:24 451:4 463:21 464:9
574:15 580:8 590:25
675:6 485:8 488:8 493:8 497:13
505:18 518:17,25 520:3
amended 331:24 344:25
16 5 6 43
346:24 347:10 382:16
523:18,24 52&9 52W
606:25 607:20 617:7 625:13
383:3,21 386:19 391:23
532:2 53423 538:15,23
632:18 634:22 638:18
416:4423:23 627:13 650:5
5397,12,13,M W,6,8,
647:16 655:3 662:8 674:8
12,14541:6,12,19,25
652:2 653:4 655:8 657:12
681:5 682:24
542:16 547:12 556:24
660:8 667:3 668:14 669:12
apologies 521:5 602:7
598:17,25 605:6
670:16 675:4 677:2,6 678:8
apologize 356:9 399:13 608:12,18,25 609:22,25
681:19
627:10 613:24 622:23 623:25
American 657:20658:20
apologizing 558:10 624:11 628:9 630:7,15
Amkie 569:5
apparent 615:13 assets 463:3,22 464:8,13
amount 305:20 306:9 307:7
appears 476:19 477:10,14 485:10 505:24 522:21,22
434:21 443:20 484:23
479:9 483:4 497:24 500:23 523:8,25 537:24 538:24
495:11,18 497:17,18,20,22
501:3,17 503:14,19 539:9 540:16 541:2 577:6

applies 556:25 591:15 594:2 616:11 679:8,

5 2 6 2 563:11
16 706:8
583:5,12 670:24 701:8 apply 418:6
assistance 528:8 664:15
amounts 381:19 495:16 approached 312:25

approve 508:18 514:7

assume 372:9 421:14
497:16 578:11 602:4
422:13 426:14 435:8 487:2
am 543:6,14
P le 618:19
535:25 542:14,15 575:5
Anagnostopoulos 568:12 approved 509:7,10
621:10 713:21
Angeles 361:21 452:19 approximately 498:13 563:3
assumed 421:6 542:11
618:9 634:24 April 359:17 360:3 469:25
696:2
announced 436:21 685:3 470:2,7 478:23 535:17
537:7,10 550:21 580:5,18

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 7

assumedly 594:4 707:22 708:3,15,16,17

372:11 419:24 710:3 714:23 715:2,8

assuming B
420:23 482:18,19 515:6 basically 315:7 567:12
608:19 643:19 back 308:3,10 321:15 573:3 592:22 623:9
assumption 483:23 323:11 335:6,22 365:4 basis 345:7 505:23 554:18

attached 324:5 467:24 374:6 382:12 383:9,12,22 615:15 634:22 638:18

535:23 536:8,14 384:2,5,6,7,11 387:2 390:6, Bass 375:15 661:18,22

attachment 537:18 12,23 421:11 425:24 432:8 662:4 663:22,23,24 664:13,

attempt 445:9 628:3 454:25 461:4,11 462:19 14,18 666:21
469:13 474:22 481:21 482:2 Bates 494:24 597:20
attempted 513:25 515:2
522:17 530:15 531:20 BBC 678:14 679:21
attempting 416:21
532:14,23 537:13 541:25
attended 609:17 BBC's 677:10
556:21 565:16 573:21
attendees 385:21 bed 705:13
577:20 580:20,22 581:6,7
attention 435:20 began 360:20
584:22 585:14 592:21
383:25 393:24 begin 543:8 629:10
attorney 602:10 612:24 616:21,22,23
483:24 504:2 528:24 620:10 622:5 627:7 631:5 beginning 474:12 599:18

577:19,25 578:22 581:2 632:2 638:22 663:12,20 behalf 325:15 360:8

685:25 689:8 690:4 698:13 674:5 684:5,11 693:9 694:3 behavior 628:20
703:11 703:6,7 704:20 belief 345:2 346:17 347:2
attorneys 316:19 445:17 bad 602:17 613:16 620:15 529:14 683:7 688:4 696:20
593:18 620:8 626:19 685:18 622:3 697:6 708:13
badly
696:5 beliefs 708:15
balance 520:11 523:4
attribute 639:25 640:2 603:24 604:7 believed 310:11,20 327:9
audit 479:19,24 480:5,10,12, ballpark 433:23 366:16 438:18 462:13
14,16,21 481:3,8,11 482:4, 628:17 639:11 646:7 676:4
bank 301:18 302:15,24
22 483:2,7,10,15,20,25 682:21 707:16 714:4
303:6,12 304:12,15,20
484:2 519:25 520:6,13 believes 564:8
305:19 306:6,7 307:2
522:18 527:23 531:16,18,19
327:20 368:2 445:6,16 believing 713:3
693:25 707:8
446:7,21,25 447:5,9,12,18, benefit 653:13
audited 520:9,11 554:23 25 448:13,21 449:3,4,12
Beverly 378:3 382:10 429:9,
617:21 450:8,15,20 451:23 452:11 12 443:2
auditor 519:24 453:5,7,17,25 455:10,12
big 336:17 346:6 381:10,14
auditor's 526:23 456:25 457:4,6,23 459:9,20, 407:22 449:4 546:16 552:25
auditors 480:7 481:9 526:25 24,25 460:2,4,11,25 508:14, 555:11 567:24 600:14,21
21 543:8 556:22 570:17
August 482:17 503:20 508:2 603:25 619:3 636:22 680:4
557:25 603:5,13 595:2 671:4,12,13 672:6,19
bigger 407:16 532:4
4 7165 191,21,22
authentic 396:8 biggest 303:18,19 532:2
authority 357:22 468:5,12 598:4,14,21 599:4,12 600:6
bankers 544:4 671:19
average 367:3 213
bankruptcy 424:3 428:21
avoid 626:12 bill 481:12,18
banks 448:4
award 562:14 billionaire 430:11 661:19
Barak 311:19 477:25 546:24
aware 318:7 359:20 370:17 bills 598:16,25 599:6,15
547:6,25 548:21 551:10,25
416:21 427:2 442:18 449:6, 600:13 604:19
553:18 554:8
11 450:23 470:9,16 478:16 363:16 719:11
binding
bee 532:15,25 534:7,16
504:2,5 505:8,13,15 558:13 bio 632:20 633:7,8,13,16,22
562:20 571:13 589:24 634:2
600:22 604:18 613:22 beed 6:24 : 9 65:9,
biopharmaceutical 710:18
awe 701:8
488:3,4 504:24 bit 356:25 458:13 555:14
473:12,13
awul 558:16 584:2 593:13 637:2 677:21
508:14 529:23 602:15
697:6,10,12 685:10 705:5
628:21 682:14

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 8

Blake 333:8,18,20 365:25 brick 450:19 Buyer 556:14

366:10,11 367:16 378:8,13 610:18 buyer's 557:3
briefly
380:10,12,19 381:16 386:4 457:7 657:24 buyers 533:16
bring
403:14,17 412:7 413:20
broadcast 396:12 buying 311:15 427:17,19
437:25 575:20 577:10
broke 350:12 353:17 462:16 469:20 533:10,23 540:25
628:25 629:14 650:22
465:20 534:10 539:21 637:19 644:11,18 645:15,21

broker 327:16 697:8 670:10 675:22 679:8

:2 2: 2:17
broker/dealer 466:11 buys 617:6 618:5 644:9,16
713:21 715:4
686:20
brokerages 543:21
Blakeley 481:9 526:6 535:25
548:6,10 549:5 572:8,9,10 brokers 491:15

658:12 720:8 Brooks 312:4,6,11 314:15, C

blame 592:11 25 316:17,20 317:20,23
318:3,8,14,20 339:8 340:6, Caesars 575:14
blaming 550:18
20341:8,9 388:13 722:4 calculate 489:5 504:4 505:9
blocked 515:7
brothers 636:3 calculation 505:11
blood 723:16
brought 380:14 435:19 call 314:20,22 361:17 438:7,
blue 665:13 671:16
680:19 11 442:15 457:14 466:21
blurry 324:12,15
built 637:6 506:8 553:22 615:2 626:18,
Bo 503:12,24 506:6,11,12,
bulk 550:7 20627:23 629:2,3,14,16
20,25507:8,13,14,20 509:4, 638:24 652:19 659:13,16
bullet 685:17
10612:22613:11 615:25
665:13 671:13,17 676:17
616:3 722:7 bully 628:3
682:4
board 434:10 641:5 bullying 613:16 614:9
657:23, called 425:21 438:8 446:8
24658:20669:7 bunch 384:24 389:3
449:22 481:13 513:20
boat 594:7 641:2,16 667:22 business 310:16,18,25
528:16 568:8 600:15 669:25
bold 389:2 428:12,13 349:4 358:20 378:23,24
671:20 709:11
379:10,25 380:11 403:2
BOM 465:5
Calling 589:6
409:20 422:7 425:23 426:2
Bonnaroo 393:15 397:4 calls 325:11 326:5 449:18
430:12 434:11,21 438:9
400:4413:6,7,19,24 414:4, 615:3 638:18 659:18
7,14,19 415:4,6,19 668:21 Canada 677:21
2 5 53 1 5 25
Bonnaroos 414:23,24,25 618:22
545:19,23,24 547:2,23,24 canceling
415:11
548:18549:6 552:23 553:2, cap 662:10 708:10,24
books 546:17573:10,22 709:20 710:6 711:8
3 555:4,5,8,9 574:11 591:6,
bottom 364:6 434:6 494:25 7,8 592:3,13,14,23 593:9 capital 528:3 529:6 530:10
522:25 535:23 550:3 601:22 594:23 599:13 600:3 603:24 562:9 591:14 633:18 639:21
bought 335:16 342:22 424:8 607:10,14,15 612:21 615:4, 640:10 642:5 660:10 671:21
613:24 643:20 7,11 617:13 624:6 635:24 Capitol 513:21
bound 630:14 636:3,24 637:9,12 651:25 cards 694:20,24
Boys 610:12 653:25 654:7 655:4,20
care 333:10 517:22 616:8
branch 466:11 656:2 663:10,13 665:16
618:2
670:12 676:6 677:19 678:7
branches 543:21 697:9 cared 615:17
4 693:21 702:2 705:6
Brands 655:12 656:4 careful 382:24 383:2 440:19,
breach 589:13 24 441:10,12 661:16
businesses 311:5 368:9
bread 422:6 710:15,19
437:15
break 351:12 355:6 461:3 Carla 511:25 528:11
butter 422:6
462:9,14 563:24 565:15 Carlin 311:20 395:23 470:9
buy 310:10,19 311:12
627:5 546:23 547:6 548:2,19,22

breaks 348:22 549:7 550:19 551:25 554:9

Brian 558:9,13 572:7,8,10 Carlin's 553:7

433:9 532:6 534:13 551:2
603:21 604:8 case 314:3,8 315:8,11,23
612:24 666:4 669:15 687:4
320:18 321:21,24 322:7,13

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 9

325:8 487:11 527:2,4 541:6 checks 552:25 574:8,20 598:2 606:14

554:19 562:3 566:15 567:25 Chehebar 308:25 309:2 617:9,10
637:3 471:10 close 309:16 315:25 371:13
cash 488:3,4 493:9,11 591:5 Chehebars 310:7 311:18 375:25 379:8 404:6,17

categories 325:6,25 358:8 359:8,19,24 360:4,7 406:4 425:2 427:11 440:12

326:15,
18 327:5 468:10,16,18 470:9,21 442:15 454:18 462:7 474:10

325:7 326:25 488:10 479:7 482:20 488:15 489:3

category
327:8 484:21 children 634:6 635:6 528:9 541:12 544:15 547:12
557:13 630:4 639:4 651:22
caused 546:22 China 655:11 656:4
675:11 677:8 678:2
causing 566:7 choice 642:17

CC'D 620:8 choking 392:19

closed 336:15 376:8 396:19
CDBC 517:6 Christine 568:12
408:21 409:21 419:16
cell 681:15 chronologically 531:9
424:4,12 425:12 426:14,22,
Century 445:15 circumstances 310:10,14, 24 427:4,5,6,22 428:22,25
CEO 332:6 376:15 468:6 24 465:25 538:14 429:2,17,22 430:15 431:4
508:18 543:6 545:13 552:4 CL 517:6 568:7 433:13,16,19,20 435:4,24
568:6 572:25 574:19 588:19 claim 330:15,19 331:21 436:4,7,15,16,19,23 437:2,
625:2 628:12,18,22 629:9, 335:20 342:19 417:3,13 6,20 438:6,14,18,19,20,25
13 641:4 652:5 699:16 423:6 447:21 453:12 480:24 439:3,11 441:2,15,17 451:9

certainty 370:14 483:6 569:25 582:21 585:22 454:4,12 459:8 462:23

718:6 723:7 608:24 642:22 697:19 508:25 573:17 620:20 621:2

certify
709:17 716:5 629:21 654:17 660:4 666:25
CFO 333:12 458:20 526:6
572:11 claimant 485:5 682:5,6 683:8 685:12
713:18
Chaim 559:17 claimed 328:12 366:5 closely 572:14

chain 530:24 375:16 578:11 639:7 666:24 closer 685:9,11

395:18 612:9,
13 614:18 719:13 720:6 703:15 closes 430:6

721:9 claiming 376:5 447:5 481:2 371:7 372:10,12

closing
chairman 508:18 543:6 504:3 569:16 605:4 650:2 375:2 423:13 431:10 432:7

625:3 641:3 694:9 712:7 434:7 439:15 440:7 442:17

chalkboard 713:20 claims 713:25 517:2,9 537:11 538:11

clarified 691:23 557:2 573:10 577:5 580:6,

change 465:25 540:24
334:10 688:19 11,18 581:8 585:3 602:23
changed 539:2,8,12,14 clarify
608:3 617:18 623:4 628:4
624:6 691:23 Clarion 568:8

characterization 347:6 Claudia 515:10

2 3 1 16 6 2 11
348:16 394:23 633:4 689:17 clause 566:3,21 623:3
704:18
characterize 331:25 347:16 clean 334:17
clown 627:23
689:14 clear 310:23 314:14 327:3
club 600:7 619:2 670:9
characterized 326:3 345:21 334:20 339:9 340:13 363:6
C397chena 74 9 14
characterizes 636:16 370:9 376:4 415:15 423:21

charged 331:7,12 6 1 4 :2 4 6:12

402:6,13,19 403:8,16,23
charging 331:6 404:3,9,10,19,24 405:13,18,
469:22 474:8 486:10 489:4 '
cheaper 369:23 23 406:12 415:18 418:5,16
7 532:17 544:12 549:19
check 408:24 412:16,20 419:20 420:11,20 651:16
582:19 585:20,24 606:13
415:3 424:19 425:4,6 566:8 668:19 669:6 701:20
631:2 643:25 645:16 692:22
581:6 600:14,17,21 614:13 Coachella's 404:22
706:18
checked 414:25 426:20 coerce 704:18
client 574:14,18 598:4,10,
463:19 691:7 Cold 678:16 680:10
15,21 599:5 600:6,8 606:7,9
checking 464:9 567:9 689:8, Colin 601:3,16,17 602:21
619:3
18 690:22 691:2,5,10,12 603:17,20,21
clients 477:20 527:7 552:22
692:4
553:18 555:11,13 573:11,17

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 10

collateral 624:12 456:12 458:16,25 460:19 complete 718:9

collection 503:8 559:6,10 481:10 488:8 492:8,9 completed 661:24 673:12
720:12 500:24 501:2 512:20 513:20 442:6
completely
625:16 517:4,21 520:10,11,16
collectively complicated 354:18
521:7 524:3,5 525:17
column 524:21 component 714:12
, 36:24
combination 357:15 Compound 309:22 355:4
523 3 3
Comer 601:3,16 602:21 comps 368:3
541:10,15 545:10 546:7
comfortability 543:10 computation 484:21
551:3 555:14 563:14,16,22,
comfortable 508:22 640:15 23 564:14 568:2,3,4,5,6,8 Computershare 502:2,8

comforting 662:2 575:8 578:15 580:12 582:6 513:12 514:6,22

commencement 723:11 586:23 589:18,21,23 594:25 conceivable 702:18,24

comment 350:18 595:4,5,9,15 599:18,20 705:9

600:15,21 604:2 606:4 concept 525:23
comments 347:25
612:24 615:14 616:9 617:6, 461:24
681:13 concern 526:14,19
commercially
10 618:4,5,7,8 620:10,15 528:4 529:5,17,25 530:12
Commission 466:19
622:3,10 625:17,21 628:13, 591:10
commit 306:22 544:23
19,23 629:9 13 639:18
concerned
commitment 304:2 305:17
642:10 643:16,23 644:12,19
68M3,2, 17
617:24 714:14 715:14,25 645:10,12 646:18,19 648:7 '
716:2,3 concerns 501:5 505:11
23 651:24 652:6 654:6
622:22 688:21
committed 303:12 304:13 656:22 657:7,25 658:23
307:3,4 453:18 454:22 concerts 428:23 432:24
662:15 666:4 668:9 669:8
455:11,12,17,18 456:11 conclusion 325:12 326:6
670:3,10 672:4,14 681:13
458:17 544:21 526:23 589:7
686:21 694:17,19 695:13
common 365:8 688:6,8,20 696:8,19,22,23 697:3 condescending 590:12

communicate 314:18 699:15,17 702:3 705:10 condition 524:2,5 527:6,12

communicated 312:10,21 706:8 707:4,14,22 708:10, 636:8

316:17,20 593:6 11,22 709:22,24 710:5,25 conditions 453:2 526:12

communication 711:7,18 713:6 714:3 conduct 547:25 548:19

313:14
716:15 549:6 553:10
communications 314:24
316:24 company's 526:13 confer 565:23
317:3,13 318:6
377:22 696:12 722:4 compensation 695:12 conference 452:20 626:18
companies 342:16 349:6,8 competitors 670:5,14 confidential 561:24 563:20
351:9 368:3 371:25 417:24 complained 352:13 566:14,21
418:11 427:16 430:21 complaint 320:5 330:23 561:24
confidentiality
488:25 497:6 500:25 552:25 331:16,24 335:15 341:14 563:8,18 564:9,12 565:7
553:3,17 575:14 609:8 344:12,19,25 346:25 347:11 566:15 567:5
617:9 633:9,19 637:24,25 348:12 382:16 383:4,9,21 confirm 413:17 458:20
652:13 653:24 655:5 385:5,17 386:9,19 387:6,7, 486:3 521:17 661:6 708:22
707:10,25 708:6,7 710:16, 11,14 388:8 391:21,23 709:3,9,15 710:4 711:15,20
18 399:3,5,9 401:9 416:5,16 712:9,15 713:24
company 307:24 308:2,4,8, 423:23 429:7,14 431:2
confirmed 333:18 454:22
23,24 309:2,17 310:19 432:3 433:11 435:3,10,14
456:24 562:14 661:9 668:11
311:8,11,13 316:4 324:2 440:19 441:14,25 442:12,19 669:10 704:5 705:8 707:19
327:22,24,25 328:11 329:7 479:14 483:20 485:14,18 712:16
331:14 332:6,7 333:14,17 504:14 505:9 569:23 570:14
confirming 558:11 12
342:17 349:11 356:2 357:16 627:13 650:5 652:3 653:5
conformity 521:19
361:8 370:18 376:15 386:6 655:9 657:13 660:9 667:3
confuse 347:17
403:11 422:16 424:3,6 668:15 669:13 670:17 675:4
677:2,6 678:9 681:20 confused 564:11
425:24 426:10 428:21,23
430:10 434:9,20,23 448:3 322:23,24 confusing 399:14 433:14
complaints 483:6
452:18,21 454:6,11,17,19 537:9

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 11

connected 357:19 548:18 conversations 303:7,10,16 537:4,20,25 538:18,25

723:16 304:10,19 305:4,12 306:4, 539:9,11 541:21,22 542:3,
connection 588:21 625:14 10,18,23 315:18 316:10 12 545:15,16 546:25 547:7,
consideration 364:12,16 333:6,7 339:5 340:3,12 13 549:2,13 552:4 556:18

365:6 368:22 469:4 359:16,20,23 364:14 557:5,9 560:11,20,25 561:2

476:16,
18 477:8,11,13,15 539:15 365:15,24 377:7,15 384:14 564:6 567:21 569:17

695:13 400:24 401:15,19,21 402:21 572:12,13,15,16 573:3,4

403:6,10 408:15 412:14 575:5 583:20,22 588:12
considerations 359:25
416:7,13 427:14,15 437:24, 594:2 598:5,8,12,22,23
considered 689:20 690:23
25 457:11 483:23 602:4 599:16 602:9 604:24
25 691:3
635:23,24 646:20,22 653:20 605:19,24 606:7,25 617:3
consistent 350:14
655:18 660:15,19 667:9,10 622:23 623:5,6 624:16
consolidate 351:11
668:25 674:7 675:18 677:16 644:7,8 645:18 648:15,16
constantly 414:6 474:19 679:5 682:3,15 686:3 676:22 683:8 685:17
533:11,13,25 590:5 613:15 687:13,18 688:25 690:16 687:14,19 690:8 695:14,15
consulted 506:21 692:10,14,24 698:17 701:3 697:11 698:14,20 700:20
consumer 532:15,24 534:7, 703:13,20 704:2,3 705:16, 706:24 707:24 715:16,25
16 17 708:17 711:24 712:6 716:5,12 718:9,13

consumers 533:14,23 713:7,9 714:24 715:3 340:21 375:14

correctly
534:10 convert 532:25 599:23

consummated 405:25 convertible 667:15 cost 480:15,16 705:21

consummating 577:6 converting 533:18 costs 706:13

Cont 720:2 721:2 cool 658:22 counsel 316:25 317:3,14,19,

contained 527:22 copies 654:10 21,24 318:4,7,8,15,21

contemplated 538:22 324:5 375:13 588:4 319:10 320:3 377:23 552:9

copy
625:15 609:24 672:17 553:8 565:23 626:5,8,14
696:13 700:13 723:20
content 380:21 386:16 Corp 467:11 555:22 588:11
394:2 count 313:14
388:20 677:10 correct 307:17 308:7,12,13
context 447:3 316:11 325:15,20 counting 487:18
330:6,17,
continue 346:19 526:13,19 18,20 337:5 339:9,16,18 countries 678:5

529:17,24 545:19,22,23 340:7,22 362:4 365:10,11 country 448:4 658:22

596:23 631:5 367:8 371:16,19,20 385:17 COUNTY 718:5 723:4

388:3,6 415:19,21,24 couple 362:18 466:16
continued 301:13 628:3
416:11,23 417:5,13,21 524:16 541:16 576:15
continues 344:12 345:3,5,8
420:12,15,16 421:19 424:17 638:17
347:2
427:4,6 431:23 432:15
contract 418:19 600:20 court 399:18 474:21 475:23
435:5,16 437:23 439:4,9,12
604:20 623:11,12 656:4,9 502:13 503:9 517:2 562:8
440:20 442:2 444:6 446:15,
695:18,20 696:7,18 704:12 cover 394:9,24 467:23
64 34
contracts 417:23 656:10,19 541:15 542:22,23 583:6,12
40 16
706:19 708:13 631:8,15 674:3
8,12,20 469:25 472:18
473:3,14 474:11 476:18
control 575:8 609:9 covered 394:9 585:24
477:4,9,13 479:8 482:6
controlled 488:25 545:10 631:19
483:3,15,21 487:10,20,21,
723:19 covering 616:2 705:11
controversy 24 488:4,6,9,11,18 489:2
conversation 306:5 491:2,3 493:5 497:13,14,18 CPA 353:9
315:5,
20 316:6 318:19 319:12,25 498:3,4,9,15 499:13 500:16 Craig 449:23 671:19 674:25

323:5 338:20 339:7 340:6, 503:13,18,21 508:3 510:7, crap 592:22 613:12
13,16,19 341:3 359:3 367:5, 10 511:4 512:2 514:18,19, 629:22 670:25
crazy
17 368:17 388:13 437:9 23 517:12,17,25 522:2,15 create 593:14
508:11 526:8 534:21 624:23 523:5,8,15,20 524:18 525:4
created 332:5 613:21 653:13
697:14 526:23 531:10 532:19 533:5
credit 311:21,25 680:6
534:8,16,24,25 535:14

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 12

creditors 517:6 dated 302:8 363:22 368:19 455:14,16,19,21,22 456:4,7,

critical 709:14 714:12 395:23 467:8,12,25 470:17 9,25 457:12,21,24 458:8,10

cross 334:17 596:15 627:3,6 479:6 482:13,17 503:5,20 459:5 469:15 470:5 471:12,
630:23 631:25 632:3 690:12 508:2 513:11 520:20 521:7 17 472:20 479:21 511:21

703:11 551:16,20 555:20 575:20,24 530:6 538:9,17 539:3

577:23 579:7 586:11 587:4, 567:24 617:25 618:19 628:4
crossed 467:22 468:6
7 601:4,8 603:5 614:19 638:24 640:24 651:17
crossing 661:20
619:9,14 622:21 719:15,21 653:14 654:24 655:11,22,23
curious 315:17 431:19
720:5,9,14,18,20,22 721:11 656:16 657:5 660:5 662:2
485:17 617:5
dates 312:16 338:24 355:19 667:16 673:4 675:8 677:23
currency 593:14,23 678:4
358:11,23 359:15 360:12 679:12 681:12 682:4 683:2,
current 301:5 505:25 7,11,17 685:6,7 695:11
361:8 368:16 370:12 374:19
customer 617:19 383:23 384:13 387:22 699:13 701:25 702:10
customers 331:8 478:2 388:10 391:17 393:2,7 704:18 715:20,21
528:8 534:3 540:2 545:24 401:17 402:8 406:18 410:8 dealer 327:17 697:9
547:7 549:25 554:10 555:6, 413:15 415:25 416:13 417:2 418:24 653:23
dealing
7 590:24 591:4,5,17,24 419:21 420:10 421:10,23 655:24 659:17 663:25 669:5
592:21,22 593:7,19 613:4, 429:18 431:9,13,20,25 dealings 696:25
23 636:22 637:12,17,21 434:3 435:7 436:2,11
deals 307:10 333:24 336:15
693:22 437:10 438:23 440:9,15
338:15 354:5,6,15 355:21
cut 305:9 352:10 356:5 441:17,22 444:21 499:6
356:13 376:6 409:22 421:22
389:24 392:8 397:18 430:13 701:4,6,12,17 702:4,14
633:17 639:2 649:25 656:18
488:19 528:20 595:18 712:2 703:7 704:21
678:16 680:9 684:19,24
cuts 615:4 David 307:16 312:4,6,11 686:3 689:9 698:9 699:8
349:19 528:23 314:25 333:8,16,19 339:7 706:16,22 709:4
cutting
cycle 421:25 366:2,19,21 650:25 660:16
dealt 386:3 526:6 581:3
667:10 668:10 671:7
678:5 679:6 703:9
713:14,17,22 715:4 722:4
debating 674:19
day 303:25 308:15 313:9
debt 511:3,11,16 605:6,8

D-R-A-I-S 618:22 debts 537:23 544:19 575:3,9

22 7 7 4 2
DA 610:12 590:24 591:18,24 602:7
435:12 455:24 460:21 470:8
634:22 608:24
daily 533:23 638:18 566:11 582:17,24 585:25
damaged 622:3
December 302:8,11 431:21
595:14 621:2 632:13 636:6
432:9,18 433:8,17 435:21
damages 484:21 485:6,9 638:25 639:2 671:2 685:9,
436:5 437:7 531:6 599:22
504:3,4 505:10,20 609:13 11 698:2 718:21 723:9
614:19 675:5 677:3,7
Danco 490:25 491:5 496:14, day's 377:19
decided 471:18 475:15
24 497:12,22 498:2,7 days 471:19 523:13 671:2
541:5 641:20
507:21,23 508:7 518:14 330:9
deadly
542:11 decision 353:11 472:24
544:13,23 545:10,13 deal 306:21 307:12 311:9,14
575:7 580:12 473:11 594:5,9 640:16
578:15 593:25 354:21 359:11
346:6 358:6
608:11 622:10 623:9,20,24 decisions 620:14 625:3
360:20 371:5,9 373:2
Danco's 542:2 decreased 518:19 532:5
374:24 396:20 398:14
data 527:21 532:14,24 400:21 402:23,24 404:14 deemed 556:17 566:13

534:7,16 637:15,20,25 405:4,24 406:3,10 407:22 deep 538:7

database 534:10 411:12 417:11,13,16,24 defaulted 308:4,8

date 371:7 398:12 406:14 418:12 419:17 421:4 defendant 552:8

408:4 420:15,20,24 422:22,25 424:4,12,14 Defendant's 614:23
421:7,9,
15 429:5 430:17 431:16 425:12,14 426:6,8,9,22
defendants 505:22 566:24
433:12 445:4 473:17 427:3,22 428:22 429:2 Defendants'
501:6, 302:4 363:17
12 580:6,11,18 581:8 585:3 430:4,8,10 433:24 437:12
395:19 467:3 482:13 492:22
604:25 623:4 682:23 440:11 444:7 445:18 446:10
702:8, 496:18 499:2 500:2 503:5
21 452:3,5,10,11,22 453:16
516:6 519:18 530:24 535:10

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 13

548:11 551:20 555:25 559:7 639:10 650:20 660:15 641:17 642:21 644:21
572:4 579:12 586:12 587:8, 663:16 670:15 671:6 679:10 645:24 647:13 676:2,11
25 601:8 603:9 611:2,17 703:19 713:8 683:20 685:13 689:17
612:13 619:14 622:15 719:9 details 402:22 418:2,12 690:10,21 691:15
720:3 721:4 658:25 699:18,25 700:7 696:10
directing
deferred 572:19 701:25 703:4 704:10,11 526:7 577:2 623:9
directly
define 309:13 706:22 715:15 716:23 637:25 643:11,15,23 644:18

defined 324:25 623:3,9 deteriorate 519:3 645:19,22 681:7 723:18

defines 325:4 deterioration 532:2 disagree 394:22 526:22

definition 324:3,10 326:4 determination 325:19 549:9 553:13 576:11

327:2 646:8,10 648:18 determine 333:4 337:8,18 disagreeing 552:18

691:22 693:20 365:12,18 367:13 368:24 disagreement 469:19

defraud 344:12 345:3,8 370:25 412:2,11 413:23 disaster 612:23

346:19 347:2 348:15 705:2 437:20 438:5 476:14 477:5 disclose 317:13 370:19
defrauded 348:18 350:23 506:4 507:3,12 644:23 377:22 623:15 696:11
370:5 592:6 607:13 686:12 696:17 708:23
712:7 determined 477:7 505:21 disclosed 379:11 566:24
Delaware 517:3 develop 635:9 708:24
531:17 566:7 developed 634:20 636:4 disclosure 425:9 531:16
delay
delayed 460:21 637:13 566:5,25

deleted 567:13 Diagnostic 568:8 discover 335:24 680:25

delivered 396:12 die 591:7 592:23 369:21

discovery
delusional 346:14 Diego 311:20 395:23 470:9 discuss 317:12 350:4
477:25 546:23 547:6 548:2, 353:13,19 354:4,20 356:20
demand 479:23 607:23
21 551:10,25 553:18 554:9 357:23 358:6 361:13,23
608:23 610:14
Dietl 503:12,24 506:6,11,13, 373:5,19 376:21 378:22
demanded 479:18
18,20,25 507:8,13,21 509:4 379:5 381:4 442:21 443:3,8
demands 479:25 586:20
722:7 507:14 565:8,12 578:20
demographic 638:2
difference 303:25 318:2 621:15,22 658:8,16 664:19
demographics 534:11
334:12 349:8 496:4 672:7 706:15,17
demonstrate 580:24
differentiate 349:7 discussed 308:17 313:10
department 650:24 355:2,10 356:14,15 358:10
differently 343:13
depending 649:24 360:22 361:3,25 377:18
difficult 342:9 349:7 671:13
Depends 689:14
709:7
378:18 379:9,13,25 380:5,8
9
deposition 301:17 303:25 381:15,19 382:6,8 383:20
digital 396:12
313:10 323:17 356:12 384:4 387:4,10,14,22
diligence 642,8,24 6U:3,
376:21 377:19 394:19 394:12 416:2,17 470:8
12,M 648¼,5,9,11,18
435:13 446:15,16 470:8 487:14 500:13 518:5,11
685:20,24,25 686:10
506:18 566:8,13 596:24 531:15 540:22 541:20
687:12,13,15,16,25 688:5,7,
597:12 632:13 676:15 543:25 544:2 561:4 571:17
8,9,12,15,21 689:6,11,15,20
698:2,12 596:17 605:14 620:7 624:24

Describe 484:19 626:20 637:8 640:23 646:22

1 2 2 0 2
691:8 692:23
description 499:7 719:9 693:15,21 694:4,12,21
720:3 721:4 706:20 708:25 710:7 711:8,
discusses 428:15
destroy 615:14 11,12 714:11
discussing 301:17 307:10,
destroyed 486:11 624:6 dilute 641:10

destroying 612:21 diluted 544:6,8,9 625:4

2 2 39 4 4
detail 637:8 701:8 dinner 634:7
455:12 472:7 525:3 546:23
detailed 408:14,16 412:13 dipped 637:2 554:7 565:13 584:25 641:8
418:24 436:12 437:13 direct 631:5,11,23 632:9,10, discussion 357:2 461:8
448:16,17 635:23 638:20 16 634:11,14 636:7 638:4 545:7 600:11,17 647:5

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 14

discussions 311:19 357:25 doubt 526:18 605:16 612:9,17 613:14

359:8,10 360:5 362:24,25 doubts 526:12 617:20 685:16 703:23 704:2
379:16 473:2,6,16,17 365:25 378:12 403:14 722:3
Doug
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U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 15

employ 723:19 541:4,7 546:24 547:7,20,25 474:3 477:12 478:4 479:6,

employees 403:11 438:4 548:7,20 549:7,25 550:17, 14,16 482:14 484:4 492:22

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467:3 471:23 472:2,3,11

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 16

fact 351:20 367:17 447:17 400:2,17 401:20 403:3 find 321:23 322:4 344:19
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554:24 617:21 706:16 325:12,22 326:7 330:22

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 17

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U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 18

11 HB 559:18 hoped 458:2

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U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 19

improper 351:13 inflated 345:6 524:16 525:8 534:23 537:3,

improve 519:2 inform 478:21 514:3 8 538:17,19,22 539:5,15

improved 518:18 519:6,8 information 314:12 315:15 540:25 547:11,16 553:9

319:16 320:8,14 321:4 554:4,12,14 600:4 630:17

improving 600:3
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382:25 383:3,11 388:3 intention 617:2
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17
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650:13 686:17,18 688:18 investigating 687:25
480:20 518:17,24 523:14,23
697:8 707:24

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 20

investigation 690:11 703:12 18 321:15 334:15,21 335:2,

investigations 687:17 6,13 348:2,6,11 350:5

305:2 333:3 363:8,13,19 374:5,9 376:18

investing
430:12 632:17 661:4,6,19 390:4,10 391:3,8,10 394:22
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21 476:5 482:10,15 484:10,
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316:1 317:1 318:1
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320:1 321:1 322:1 323:1
19 304:3,16,22 305:4,12,22 672:8 673:13,22 674:15,24
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458:9 541:17 556:22 issue 365:7 372:23,24 348:1 349:1 350:1 351:1
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irreparable 622:4 368:1 369:1 370:1 371:1

issuing 411:8,10
372:1 373:1 374:1 375:1
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376:1 377:1 378:1 379:1
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380:1 381:1 382:1 383:1
309:25 314:22 317:2,9,16,
384:1 385:1 386:1 387:1

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 21

388:1 389:1 390:1 391:1 604:1 605:1 606:1 607:1 441:3,15,20,25 442:5,7,20,
392:1 393:1 394:1 395:1 608:1 609:1 610:1 611:1 25 443:12,21 444:9 445:3
396:1 397:1 398:1 399:1 612:1 613:1 614:1 615:1 469:9 471:17 472:9,21
400:1 401:1 402:1 403:1 616:1 617:1 618:1 619:1 473:3,7 476:11,17 477:16
404:1 405:1 406:1 407:1 620:1 621:1 622:1 623:1 478:4 479:6 501:6 518:23
408:1 409:1 410:1 411:1 624:1 625:1 626:1 627:1 538:17 548:3,23,25 549:12,
412:1 413:1 414:1 415:1 628:1 629:1 630:1 631:1 21 554:5 586:4,6 587:4
416:1 417:1 418:1 419:1 632:1 633:1 634:1 635:1 601:4,21,24 668:15 669:13
420:1 421:1 422:1 423:1 636:1 637:1 638:1 639:1 670:17 684:17
424:1 425:1 426:1 427:1 640:1 641:1 642:1 643:1 445:20
jump
428:1 429:1 430:1 431:1 644:1 645:1 646:1 647:1 jumped 604:8
432:1 433:1 434:1 435:1 648:1 649:1 650:1 651:1
jumping 584:2
436:1 437:1 438:1 439:1 652:1 653:1 654:1 655:1
June 338:23 339:2,6 355:15
440:1 441:1 442:1 443:1 656:1 657:1 658:1 659:1
362:8,12,13 517:11 522:20
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523:7 13 524:15,20 22
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527:14 579:7 15,18 581:5
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583:9 21 607 22,24 608:2
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616:17 619:9,17,25
460:1 461:1 462:1 463:1 676:1 677:1 678:1 679:1
Junior 514:11
464:1 465:1 466:1 467:1 680:1 681:1 682:1 683:1
468:1 469:1 470:1 471:1 684:1 685:1 686:1 687:1
472:1 473:1 474:1 475:1 688:1 689:1 690:1 691:1 K
476:1 477:1 478:1 479:1 692:1 693:1 694:1 695:1
480:1 481:1 482:1 483:1 696:1 697:1 698:1 699:1 Katie 389:19,21 678:17
484:1 485:1 486:1 487:1 700:1 701:1 702:1 703:1 680:10
488:1 489:1 490:1 491:1 704:1 705:1 706:1 707:1 593:9
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492:1 493:1 494:1 495:1 708:1 709:1 710:1 711:1 Keswin 535:14,15,19 536:3,
496:1 497:1 498:1 499:1 712:1 713:1 714:1 715:1 19,22 537:14 538:3
500:1 501:1 502:1 503:1 716:1 717:1 718:6,18 723:8
kids 618:13
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killed 615:4
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kind 357:8 375:24 449:15
512:1 513:1 514:1 515:1 564:23 597:7 626:25 630:20

3 6
22: 23:
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udges 657:21 714:21
528:1 529:1 530:1 531:1
judgment 308:6,11 517:5,17 Kings 678:17 680:10
532:1 533:1 534:1 535:1
558:17 559:18,20,21,23 kissed 629:7
536:1 537:1 538:1 539:1
560:16,19,22 561:8,12,18
540:1 541:1 542:1 543:1 knew 333:13 337:3 366:23
562:7,15,21 563:6,11,13,21
544:1 545:1 546:1 547:1 399:12 426:10,15 427:17,18
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548:1 549:1 550:1 551:1 438:17,21 439:2,10,14
25 569:3,8,10,23 570:11
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575:16 722:8,10
556:1 557:1 558:1 559:1 6 474:4 545:25 546:2,3
judgments 558:20 559:6,19 554:2,17 569:6 600:23
560:1 561:1 562:1 563:1
571:18,21 720:12 606:22 607:2 613:11
564:1 565:1 566:1 567:1 616:18
568:1 569:1 570:1 571:1 July 362:8,13 363:22 617:16,18,22 618:16 651:12
572:1 573:1 574:1 575:1 368:13,15,19 370:10 652:24 669:7 671:11,12
576:1 577:1 578:1 579:1 371:14,23,24 377:25 382:8 679:13 682:19 702:8,14
580:1 581:1 582:1 583:1 391:11 396:17 406:4,11,17 705:5
584:1 585:1 586:1 587:1 415:24 416:3,10,16,20 knife 392:18
588:1 589:1 590:1 591:1 417:5,19 419:20 421:2
knock 386:4
592:1 593:1 594:1 595:1 425:5,7 427:20 429:2,4,8,
knowing 332:20 335:22
596:1 597:1 598:1 599:1 12,17 431:4 433:13,15
341:17 342:4 343:16 344:2
600:1 601:1 602:1 603:1 435:4,23 436:3,7 437:5,6
369:5,20 640:16

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 22

knowledge 316:23 318:17 lead 436:6 458:4 460:12 Levin 568:22

322:2 328:16 332:16 341:23 489:22 liabilities 463:4 524:17,22
lead-up
351:8,9 397:7 435:15,17 634:22 674:4 525:7,13 541:11,21 542:3,5,
leading
456:19 459:17 465:7 478:8, 10,12,14,15,19,23
learned 480:5 544:14,
19 522:15 606:18,20 672:16 18,22,24 545:9,20 546:5
leave 512:19 548:22 552:23
694:6 699:16 547:21 576:20 578:8,16
573:18,19 598:24 617:9,10
Koko's 355:13,24 356:3,6, 580:7,9,12,14,19 582:5
leaving 573:12 591:23
13 358:19 463:15,23 583:6 591:12 608:10,14,15,
592:11 607:8 613:5 631:14
Kopicel 559:18,20 18 609:15 613:22 614:4
led 303:11 304:20 306:7
615:24 616:4,6 617:7,20,22
363:2 364:14
620:13 621:5 624:21
L left 394:13 477:24 548:25
liability 515:16 517:4 524:15
549:22 591:18 592:9 598:15
580:15 582:21
L.A. 361:10,19,20 362:16 599:5,8 604:23 618:11
licenses 543:20
658:15
labs 568:7,8
lie 409:12 W16 40:22
317 4 25:12 326:6
lied 405:20 447:11 612:23
Lack 321:25 332:16 341:22 589:6
478:7,18 lien 571:10,14
456:18 459:16 legend 611:15,24 721:7
Lala 393:15 397:3 400:3 liens 571:15
legitimate 637:21
411:13,14 412:4,12,18,21, lies 336:9 577:15
LEMBERGER 723:5,23
23 415:19 668:20 lieu 561:3 568:9 569:23
lend 623:14
Land 393:15 397:2 400:3 595:17
length 584:25
405:3 407:12,13 408:9,13 life 316:3,8 328:14 486:11
Leon 678:17 680:11
409:2,8 15 415:18 668:20 489:9 628:5 635:8,25
letter 359:18 360:8,13
Land's 409:13 lift 626:14

landed 374:21 397:17 398:5, lifting 611:14,24 721:7

5 8 3 2 25
6,7,13,15 400:21 678:13 Light 515:14 575:15 598:21
378:16,20 379:3,13 382:3
679:20,25 695:18 701:12 601:18,19,23 602:24 604:6,
386:5 423:15 467:10
landlord 568:13 18,21 606:23 607:5
468:16,19 469:3,8,24 470:6,
Landow 558:9 572:7,8,10 10,11,15,16 471:6,22 limit 564:9
603:22 472:12,16 473:9,13 474:5 limitation 688:7
Lane 551:16 476:12,15,16 477:9 479:5 limited 517:3 701:7

laptop 378:15 380:13 480:20 503:5,12 508:2 link 405:10,12,18,22,23

Las 574:6 509:9 511:24 513:12 514:21 406:24

launch 451:18 670:19 518:16,23 519:23 520:10, liquidate 542:22

16,20 521:6,14 522:11
launched 396:9 liquidating 546:9
523:14,23 524:16 525:8
law 714:15 list 385:3 389:2 499:5
534:23 537:3,8 538:17,19
laws 711:21 606:13,15 607:4,5,6,7
22 539:5 15 540:24 547:11 '
lawsuit 307:19,21 308:7,12 listed 323:16 421:14 453:7
16 551:15,20 552:8,12
313:8,11,24 319:4,5,20 460:12 499:7 547:5 674:13
553:7,9,14 554:4,12,13
320:6 322:14,18,21 323:4 listen 305:9 354:17 386:3
575:19,24 576:3,6,9 577:20,
330:24 331:21 341:11,13 414:8 416:15 529:21 641:9
23 578:12,20 579:6,11,15,
345:22 346:7,10,15,18 716:20
18,22,25 580:25 581:17,20,
347:7 348:17 463:17,18 listened 475:4
24 583:9,16,17,19 586:4,5,
486:12 489:8 541:4 547:5, 587:2,7,11 590:4 457:16
11,16 listening
20,22 570:9 630:2
600:4 616:19 630:17 674:3 lists 513:12 602:5
lawsuits 537:24 582:7 678:11 714:14 715:14,18 litigation 551:24 552:9
612:22 716:4 719:11,21 720:4,9,14, 560:9,11 609:6
lawyer 376:22 552:14 553:6 16,17,19 live 311:8,11,14,16 380:20
587:12 609:9 700:10 letters 587:13,19 683:24 386:15 388:19 390:15
lawyers 456:15 482:21 390:25 434:19 396:8,25 397:25 399:25
letting
483:3,8,14,19 590:4 631:13 409:15 410:21 425:21 426:7

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 23

620:13 650:8 652:6 653:11 593:25 594:5,8 605:11 LOIS 380:9

668:18 669:25 670:9 701:13 607:11 608:13 609:9 London 463:12
705:22 611:16,25 620:4 622:11 323:5 347:21 348:3,8
long
Livex 381:23 434:22 471:14 624:10 632:18,19 634:9 360:3 361:10 377:3,6
533:3,5 542:14 560:14 638:6 639:13 640:4,6 642:4, 402:23 417:15 494:7 508:14
662:17 669:2 23 643:7,12 644:2,5,23 568:21 569:6 571:7,8,9
Livexlive 303:14 304:21 645:20,22 646:12,15 647:4, 596:5 597:15 618:12 651:17
305:7,20 306:6,8 307:5 6,15,23 648:12,25 649:3,13, 654:2 686:18
311:7 312:23 313:25 15 650:7 651:5 653:7,8,11,
319:5, long-term 396:10
20 331:6 336:2 337:8,17,19 14 654:17 655:11 657:15
longer 377:11 463:14
341:12,18 342:6 658:9 659:2,17 660:10
345:3,4,9, 596:16 617:8 683:16 684:20
12,19,22 346:9,19 347:3 663:4,24 664:19 665:5,16,
looked 383:22 384:6 11
348:22 349:3,17 351:7,8,13 19 667:5 668:5,17 669:15
411:5 422:9,14,25 432:18
353:15,21 354:5,23 355:11 670:19 671:22 672:19
451:10 464:15 633:14
356:14,22 357:13,18,20,24 673:7,10,20 674:11,12
684:16 22 685:5 696:5
358:7 359:11,12 360:9,20 675:10 676:5 677:8 678:13,
700:17 ' 22 ' 25 702:12
361:4,14 362:2 363:3 15 679:15,20 680:9,21,25
loosen 626:9
365:18 367:13 368:25 681:22 682:25 683:13,16
685:8 687:4 690:11,18 Los 361:21 452:18 618:8
370:18 371:5,25 372:24
692:4,11,25 693:3,23 634:24
373:6,15 374:17 376:7 694:3,
12,22 695:14 696:6,17 lose 545:23 547:3,23 591:14
379:6,10,19 380:12 381:4
702:14 703:14 704:10 603:24 617:9
386:14 388:18 391:12 393:4
396:12,16,24 397:24 398:25 705:20 706:19,21 707:5,13 losing 550:19 555:6

399:24 402:18 403:7,15,21 708:18 709:19 711:15 loss 548:24 549:4,10,12,13

404:2,23 405:6 407:5 713:10,12,17,22,23 714:13 552:14 581:9,14 582:20,23
408:13 409:8,14 410:20,21 721:8 583:13 585:4 600:5
412:3,10,11,21,22 413:17, Livexlive's 370:25 373:21 losses 532:4 541:16 557:4,
18,22,23 414:13 415:4,5,16 378:22,23 380:2 404:7 6,10,14,15 581:15,20
416:21 417:12 418:3 420:18 408:24 412:16 414:3,11 583:25 584:6,13,15 585:10,
422:16,18 423:25 424:8,15, 417:8,9 436:22 442:21 12,15,16,18,25 593:2,3
20,22 425:9 426:16 427:4, 462:13,23 463:3,20,22 616:20,23 617:11 674:3
21 428:19,25 433:9 434:19 689:9,19 690:22 691:7,9,12 716:11,13,14,25
435:21 436:16,19,23 437:2, 700:19 lost 476:7 477:25 539:23,25
19,20 438:3,4,6,14 439:3, living 343:3 547:24 548:18,25 549:5
18,19 441:2,15 443:3 447:4 LLC 325:9 363:22 467:11 550:16,17,22 552:15,19,21,
448:2 450:23 451:14,17,22 496:14 513:17 517:3,6 22 553:5,11 574:10 590:22,
453:9 457:5 459:10 460:5 520:12,17 523:4 562:9 23 599:17 604:6 613:4,9
461:17 462:6,22 463:14 LLC's 517:7 616:14,16
464:7,19 465:3 468:20 lot 310:20 322:22 340:8,11
loan 308:5 510:8,10,12
472:25 473:12 479:23 480:3 366:3 367:15 369:21 389:8
511:20 556:18 584:22
481:11 482:6 485:11 393:13 394:14 400:14
616:21 674:6
489:13,14 490:3 493:4,18 408:19 426:9,10 430:4
loans 624:12
495:5,9,17 496:25 497:6 448:6 473:17 499:25 501:25
located 570:23
499:13 501:15,25 502:7 502:7,9 506:21 524:6 533:9
lock-up 508:6,9,13,16 509:3
505:12 507:6 513:16 517:7, 551:9 552:23 590:16
16
543:9 622:6,8,14,24 624:15
10 529:16,19,25 530:6,11 595:15 613:4 614:12 635:21
640:25 721:13
533:14,19,21 534:3 537:4,8 636:2,21 637:23 638:14,16
538:10 539:7 540:9,19 locked 508:15 543:8
646:21 651:2,10,12,21
541:2 545:14,18 547:12 lockup 503:17
652:10 669:20 671:8 680:6,
554:5,14 555:15 557:4 LOI 362:9 371:6 373:23,24 686:10 706:16
15 682:8
572:25 575:4 576:25 583:13 380:13 406:3 471:15,16 707:18 708:19 709:4,9
588:10,14,18,19,20,22 473:19 548:3 678:11 679:2, 719:20
589:11,12,15,17,18,22,23 3 684:17
590:22,23 592:3,14,18

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 24

Loton 365:7,8 467:11 539:23,25 541:6 544:15 materialized 473:20,22

479:19 555:22 556:14 550:20 555:7,8,9 577:3,8 592:2,12 607:9
materially
576:25 588:11 581:4 583:4 602:19,20 math 498:13
lots 499:21 607:23 616:2 618:6 623:14
matter 367:16 554:17
loved 409:19 438:7 627:22 629:3 636:22
613:12 625:19,22 628:14
649:12,21 650:11 654:23
low-margin 636:22 661:21 723:18
8666:11,17,23
lowball 551:8 mattered 695:11
lower 454:2,17458:13 meaning 304:13
makes 349:2 625:3
686:21 means 339:17 426:14 458:9
lucrative 425:14 488:22 493:23 529:7 561:19
55 20 566: 577:1 595:3
lump 491:8,13 meant 309:19 310:5 335:11
620:14 654:18 682:18 697:9
lunch 461:11 397:10 457:20 469:14 645:8
700:7 704:16
luncheon 461:13 64:16 690:10 702:15
management 306:19 468:10
LXL 493:15 500:11 571:25 media 313:12,15 348:22
646:12 15 20 647:23
581:9 583:5 585:4,7 625:9 349:3 351:8 354:23 355:11
648:13,25 649:13 650:21
386:14 399:24 423:25
lying 337:4 702:23 704:17 653:22 655:24 673:8,11
424:3,6 427:4 428:19,21
705:11 674:11682:16687:14,19
480:3 493:4 495:9 513:16
Lyric 538:3 689:2 692:25 693:2,16
517:7,10 588:15,18,20,22
703:14 704:4 712:13
589:12,15,17,23 590:23
management s 632:19
594:2,6,8 608:23 611:16,25
manager 535:20
632:18 638:6 639:13 640:4,
M&a 432:23 managing 610:8 6 642:23 643:7,12 644:2,5,
M.O. 613:17 614:12 manner 629:10 23 645:20,22 646:12,15

made 304:18 305:16 325:19 March 522:22523:17 524:25 647:4,6,15,23 648:12,25

335:25 345:12,19 346:5 527:14 649:3,13,15 650:7 651:6

355:12 369:4,6 371:2 mark 363:13 466:24 482:10 652:6 653:7,11,14 654:17

380:16 383:10 419:24 492:17 503:2 559:3 611:11 655:11 657:16 658:9 659:2

424:13 425:9 426:24 431:17 marked 302:3 363:9,15 660:11 663:5,24 664:19

447:21 452:4 454:5,16 395:19 432:17 453:2 467:2 665:5,19 667:5 668:5,17

472:23 473:10 501:6 506:21 482:12 484:5 492:20 496:17 672:19 673:7,10,20 674:11,
518:7 528:10 550:18 498:25 499:24 503:4 515:24 12 677:8 678:13,16 679:20
551:2,
8 556:15 558:8,11 567:3 516:4 519:16 520:19 530:23 680:9 681:2,22 683:13,16

569:22 577:17 602:16 535:9 548:9 551:19 555:24 692:12 706:20 708:18

608:23 610:14 617:24 629:7 559:5 572:3 575:23 579:10 711:16 721:8

640:6,15 646:11 647:6,22 586:10 587:6,24 601:7 Media's 345:4,9 346:20

649:2,14,18 650:15 657:4 603:8 610:24 611:13 612:12 347:3 676:6 683:2
683:24 690:5 692:4 699:6 614:22 619:13 622:13 meet 326:4 361:12 528:11,
705:3 707:18 710:24 715:9 market 305:21 307:5 332:9 17,18
magazine 312:8 456:2 491:20 492:3 643:18 meeting 377:25 378:6,19,25
major 305:5 311:4 425:20 644:7,10,17 645:23 686:23 379:18 380:18 381:7,13,15,
448:4 451:18 463:16 543:23 687:5 710:14 20 382:9 384:4,16,19,22,24
550:3 553:25 650:8 653:10 market-- 334:14 385:7 386:13,22,23,25
668:18 670:19 677:11 637:15 387:10,15 397:20,21 398:8,
marketing
636:11 10,12,17 400:22,23,25
majority markets 334:3,7 491:22
401:2,5,7,16,21,24 407:14
make 304:16 307:12 318:22 518:7 643:10 671:21 674:19
340:21 411:15 416:3,10 417:5
319:10 320:9 350:18 marriage 723:16
429:8,10,11 430:21 442:20,
353:10 355:23 356:18 369:2
massacre 544:11
409:21 25 443:17,21,25 444:17
383:23 392:20 406:6
matcW 633M,13 634:2
445:15 528:15,25 658:14
428:17431:19 432:4,6
matches 621:19
434:18 443:15,23 452:19 meetings 361:22 385:22
material 335:17 473:15 472:6,11 638:19
484:15487:12538:4

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 25

meets 327:2 443:6 444:3,6,12 445:3 misrepresentations 335:18,

member 610:9 448:3 451:7,19,23,24 452:6, 19 336:8 345:13,15,19

members 446:9 449:24 12,16,22 453:2,8,17,24 350:20 369:2,7 443:19,24

669:7 673:7 674:11 457:2,5,23 458:6,8,19,23 686:7,11 704:17

459:11 460:3,7,8,9,14,25 misrepresented 346:17
memory 375:14 385:13
469:3,23 473:12 476:16,18 595:2
433:7 583:19 584:12 599:22
477:2,6,7,12,16 478:13,16, 498:19 502:22
627:17 676:21,23 698:21 missing
17,22 485:4,9,16,19,20 722:5
mention 318:14 319:9
486:5,15 487:3,9 488:16
384:21 385:16 412:17 misunderstood 335:12
490:5,9,12,14,16 498:5
414:12,19 417:11 420:3 mixed 541:5
422:18534:18 661:17 Mohammed 467:7
)23 52 15 9 16 9,
664:25 303:20 305:20 306:9
23,24 541:21,23 546:20,21 money
mentioned 307:9,12 311:7 307:24,25 331:14 332:7
548:20,24 549:5,17 552:17,
313:21 317:20 335:15 333:15,17,21,23 337:24,25
20 553:11 560:19,21 24
336:14,19 367:18,23 342:14 366:5,14,20 369:16
578:8 586:22 594:19 670:20
381:11,13,14 414:4 415:23 372:13 433:21 454:5,19
675:11 686:20 687:4 706:7
417:11419:19,23 430:9 . 456:6 458:18 480:6,9
6s 459:7 533:16 550:6
436:11 437:14 445:5,16 481:22 482:4 483:2,5,7,18
463:10 633:9 641:7 660:18 . 497:22 505:11 507:4 509:23
661:18 665:3 697:23 701:2
mmd 648:5 654:25 690:9
510:6,21 513:7 517:21
691:5 692:2
mentioning 320:2 392:3 524:6 529:16,18,21 530:2
minimal 348:24 513:4
414:7 532:7,19 534:14 536:24
537:24
merge 653:6 543:16 547:2,10 548:24
Mintz 568:22 560:12 563:12,19,21
merger 354:21 356:21 564:4,
minus 505:25 15 565:5 567:23 584:13,21
359:12 360:17,18,22
minute 400:23 460:19,23 591:6,9 606:24 607:19
mergers 466:14688:16
minutes 344:18 374:6 608:4,8 609:3 613:4,25
merits 346:17 348:17
395:10 428:7 530:15 597:8 614:11 615:6,11,24 616:3
Merrick 301:7 570:24
630:24 617:12 639:13,17 640:4,9,
mess 515:7
643:7 644:24
mischaracterization 330:22 10 642:19,23
message 397:17,19 661:10 667:5 668:5 674:5
376:17 466:5 509:6
messages 314:23 429:25 706:12
mischaracterize 341:14
590:13 621:20 722:3 monster 621:3
mischaracterizes 306:2
met 361:18 634:5,6,7 635:2, month 418:16533:9 537:11
313:17 316:13 439:6 453:12
3,25636:2 652:25 546:16 550:25 556:17,20
500:18 511:18 634:18
Mexico 550:5677:21 557:5,7,8,12,14 581:20
638:10 642:2 645:7 684:14
Miami 425:21 605:2 669:25 693:5 583:23 602:12,18

Michael 652:5,19 331:23 monthly 532:25

mischaracterizing
Michelle 390:22 391:5 339:21 months 371:7 406:5 422:20,
492:18 535:4 559:3 723:5, 621:2 24 423:12 425:6 453:22
misery
23 456:8 458:25 460:24
mislead 453:5,10 455:25
middle 521:15 541:3 547:19 469:20,21 480:2 481:8
459:11
627:20 638:25 698:25 523:18 541:16 544:10
misleading 345:22 350:20
379:7 549:21 550:25 563:2 615:12
midst 351:5 352:7,14 389:6,14,22
617:11,17 623:4,22 662:8
Millen 514:10 434:14 453:4 460:22 462:14
6
millennials 637:23 638:2 463:7 595:9 680:24 686:6,
:real 301:18 302:15,24
million 302:19 303:13 304:2 11
303:7,12 304:12,16,20
13,14,15,21 22 305:18 misled 456:3
305:19 306:7,8 307:3 445:7,
306:22,23 3Ö7:6 308:16 misread 331:16
17446:7,22447:2,6,10,13
309:17 310:8 311:21,24 misrepresent 705:2
18 25 448:14 21 449:3,12
328:21,22 329:5,15 354:2
misrepresentation 369:10 45Ö:9,15 451 23 452:11
364:12,15 365:8,9 368:22
388:18 411:3 513:2 453:6,7,17 455:11,13

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 26

456:25457:4,7,23 459:9,20, negotiated 364:17,20

24,25 460:5,12 508:14,21 471:17 477:18
O
543:9 556:22 595:2 671:4, 433:17 435:22
negotiating
12,14672:6,19 699:11 437:7 655:25 675:6 708:23 oath 718:8,11
714:15715:21,22716:18,22 negotiation 433:9 451:3 object 306:15 352:3 475:3
717:3,7,10 642:18 564:10
Montreal's 460:2 negotiations 431:22 432:24 objection 302:25 304:7,23
morning 301:15 615:3 433:4 436:5 447:4 305:25 306:12 308:20
Morris 569:5 net 557:4 559:18 581:9,14 309:21 313:16,18 316:12,21
mortgage 570:21 585:4 318:24 320:11,21 321:7,25
motion 516:25 569:22 Netflix 368:3,11 325:11,21 326:5,6 329:16
mouth 441:18 Newco 572:19 330:21 331:4,22 332:15,23

613:17 629:4 336:5,13 337:10,14,20

mouthing nicely
339:10,11,19,20 340:9,10,
move 328:4 335:14 356:3,6, night 620:23 629:22
25 341:5,21 342:24 343:20
11476:4485:25533:13 nightclub 355:14 425:21
344:3,8,15 346:11 350:16
534:2 550:2 558:25 570:8 426:7 463:11 ' 15 574:6
351:3,23 352:4 354:8 355:3
590:20 669:25
358:2 363:4 369:11 370:21
moving 476:9 ni 9 hts 396:13
376:11,16 377:20 380:6
multiple 303:17 316:2 624:15
no-shorting 383:5 385:8 387:17 388:14
319:18,19 327:5 381:18 nod 399:18 391:15,24 397:13 420:8
406:22590:10 650:3 679:4
nonnegotiable 645:14 431:7 436:8 439:5 440:21
Murray 601:23,24
nonpayment 591:24 608:15 441:4 447:7,14 449:8
music 336:17 357:13 379:19 453:11 456:18 457:9
nonresponsive 596:25
380:20,25 382:7 386:15 459:13,22 463:24 466:4,10
nonsense 394:10
388:20 396:9,11,25 400:2 476:22 478:7,18,24 480:22
normal 316:5 438:9 687:3
401:20407:16,18420:11 486:16,19 489:16 500:17
Notary 301:9 718:25 723:5
425:20426:8448:24550:4 504:8,9,11,17,19,21 505:4
650:9 651:7 657:22 660:2 note 561:22 570:2 667:15
509:5 511:5,17 519:4 520:4
668:18 669:24 670:7 677:10 noted 717:20 522:3,7 525:10 532:20
680:3,5 705:7,18 notes 384:16 545:3,4 549:14 558:22
Mustapic 608:22 notice 515:25 516:13 589:5 609:20 626:12
mute 609:20 notified 481:9 483:11 630:10,18 632:23 633:3,24

number 345:20 365:5 634:16,17 635:13,20

445:21456:4,7484:19 636:14,15 638:8,9 639:14

N
485:3,7,24 503:25 509:15 640:7,20 641:24,25 642:16

511:12 516:24 524:18 525:3 643:4,13 644:13 645:5,6

named 311:8,11 13 312:3 4
549:18,19 560:17 566:18 646:5,13 647:8,18,24
663:3
573:6,21 574:13,25 578:6 648:14,20 649:4,7,17,23

580:24 594:14,17,21 597:22 650:17 651:8 652:9 653:2,

8219
601:12 607:3,4,5 618:4,14 18 654:13 655:15 656:5,20
narrow 329:14
625:10 678:12 15,18 657:10 658:10,18 659:23
NASDAQ 517:10644:11,17
681:16,18 660:14,25 661:8 662:19
674:18 664:2,20 665:6,20 666:19
numbered 326:15
Nate 559:21 667:8 668:24 669:19 670:23
numbers 484:22 486:3
Nation 652:6 672:8 673:13,22 674:15,24
487:12,21488:23 489:6
553:4 654:20 675:16 676:13,14 677:14
necessarily 490:23 510:3 540:22 561:3
694:16 678:23 680:14 683:3,18
573:22 24 578:2 ' 11 579:25
684:7,12,13 685:23 687:21
needed 367:2 380:16 395:5 584:7 $36:20
688:10 692:6 693:4 694:14,
481:18,19 483:14,18 542:24 numerous 303:16 305:3
25 695:21 696:9 698:4
593:11 668:12 306:18 307:7 338:21 381:19
700:9 701:15 704:13 706:25
negative 458:24495:10 401:18 416:6,13 617:20

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 27

objections 342:8 350:6 opinion 326:2 332:12,19 20,24 483:11 507:18 511:14

obligated 557:6 348:20 349:9 351:25 352:7 542:19 545:9,20,22 546:14

obligation 557:24 580:8 519:6 524:9 570:13 584:4 556:21 557:17,25 558:6

582:15 589:25 604:15 697:10,13 707:25 708:4 560:2 561:18,19 563:11

710:2 570:17 571:19 573:12,18,20
obligations 578:4
OPPortunities 650:2 575:12,15,16 582:12,13,16,
obtain 562:21 564:15
310:18 359:4 17,19,22,23 583:8,11 584:3,
568:14,22 653:25 OPPortunity
16,19 585:13,15,19 590:24
obtained 564:4 OPPose 631:22

obvious 334:23 335:2 OPPosed 304:15 305:22

5 60 6
620:11 689:4 690:15 692:16 689:7
605:8,12,13,16,24 606:24
OCC 332:10 642:12 643:18 option 623:11,12,13
607:8 609:3,15 642:9
644:10,17 645:23 oral 543:23 544:2
667:23 674:6
occur 549:11 684:2 orally 621:16
Palooza 393:15 397:3 400:3
occurred 339:8 371:23 order 326:2 505:9 506:3 411:13,14 412:4,12,18,21
417:13 429:11 473:3 547:10 515:25 516:2,5 517:2 415:19 668:20
701:22 716:11 529:16 530:11 566:15 582:4
paperwork 333:9 366:22
422:11 593:13 656:25 706:12 709:3
occurring 367:2 660:18
719:23
October 395:24 479:7,24 paragraph 302:14 344:11,
481:2 487:23 514:21 718:8 organized 422:12
17,24 346:24 347:10,20
723:9 organizing 457:18 348:13,14 382:16,20 383:15
odd 405:22 420:2 523:13 original 485:14,17 384:15,18,21 385:21 386:12
560:25 562:23 654:19 Ortiz 511:25 512:5 393:19 396:22 398:23

odds 709:12 572:22 573:9, 399:15 423:22 427:25

outstanding
offer 308:16 309:17 310:4 16 578:4 600:13 428:2,6 429:7,9 442:11,19

365:2 479:4 512:20 overinflated 594:25 479:13,16 485:15 505:19

364:23
551:2,8,11 521:16 526:10 548:14,15
550:18,20 overnight 595:4
621:22 623:10,24 578:10 580:3 582:20 584:24
553:21 overpaid 331:18
627:17 650:4 652:2 653:4
offered 469:23 478:17,22 overseas 680:3
655:8 657:12 660:8 667:2
481:22 482:3
overvalued 459:10,21 669:12
668:14 670:16 675:3
offering 404:9 443:4,16,23, owe 558:5 677:2 5 678:8 681:19
25 445:7 447:3 22 450:20
owed 510:6 511:3 513:7 parent 588:25 589:3,18,21,
451:18 460:8 454:22 465:3 '
517:21 560:23,24 569:16 23 590:23
10 23 670:20 672:7 673:9
573:15 575:4 582:21 599:7
parentheses 675:11,12
11,20 714:12 716:11 23,25
Parents'
offers 311:12 570:20,21,22 571:6
g 224
Part 301:16 319:25 419:18
offhand 431:25 440:16
d 351:8 356:2 425:20 =
489:6 495:15 566:6 426:2,6,7,8 439:19 W:20
25 63:15 466:11 489:24
office 361:21 445:15 466:12 490:3,25 491:2 543:21
25 0 : 1
634:25 572:11 588:20 589:17
510:11 511:7,8,20,21,22
offload 553:23 669:23,24
575:13,14 576:17 608:10
Offloading 554:8 owner 528:14,18,22
622:22 648:3,9 653:22
one-for-three 487:23 owners 506:2 654:17 672:13 689:11,19
ongoing 572:23 573:11 697:8 691:11,13,18 693:20,24
owning
online 357:16 700:15 704:5 706:20 708:25
open 390:24 391:8 466:23 710:6 711:8,10 714:10
519:10 520:14 530:19 535:2 partial 611:15,25 721:7
575:17 586:25 600:25 612:6 674:22
p.m. 717:20 Participating
opened 458:22 Parties 474:13 646:17,25
pages 467:9
operating 577:5 688:2,3,22 693:17 723:17
paid 330:16 332:11 342:12
operations 572:23 369:21 370:3,16 Partner 675:9
480:9,17,

U.S. LEGAL SUPPORT

(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 28

partners 538:4 562:9 671:18 437:18 446:5 449:6 450:15 pick 326:22

396:10 677:9 477:24 502:9 514:3,16 piece 340:5

partnership
parts 576:11 518:4,6,11 550:22 552:24 pipeline 432:9
558:16 590:16 593:2 614:13
party 449:20 450:7 648:22 pitched 538:12
615:17 618:11,12,13 629:24
690:9 538:8
pitching
Passionate 430:23 Place 315:19 417:21 420:14
2 5 1 10 12
past 373:22 458:11 545:20 425:13 472:8,17 473:7
682:19 688:13 693:2 695:8
549:12 575:3 578:9 602:12 572:20 573:9 612:22 705:14
697:3 704:8 705:4,7 709:11
603:23 633:17,18 716:16
713:12,22,23
Pattern 590:15 Placement 643:17
percent 364:10 435:25
pay 305:19 478:15 479:19 Places 436:25 633:10 635:4
453:25 454:6 458:14,15
480:11 481:12,18,21 483:25 Plaintiff 485:8
488:20 532:25 555:2 562:18
510:12 532:6,19 534:13 plan 445:18 550:2
595:18 618:6 676:22
541:10,11 542:3 543:16
perfect 638:15 plans 528:6
544:13,17,18,21,24 546:4,8,
performed 389:13,21 481:11 platform 396:9
1
. 520:2,6 plausible 710:12
9359 23 5 2 56
Performers 389:8 play 328:21 392:19 515:8
15 568:18,20,25 575:8
Period 534:22 549:11 623:3, 616:7 678:16 680:10
578:16 580:9,12,13 581:13
582:15 584:9,12 591:4,11 8 626:16 711:11 played 392:15 501:25 502:7

595:11 604:13 605:17 608:8 Permissible 350:25 351:6, 680:20

609:9 613:23 614:4 615:24 10,20 352:12 playing 502:16 667:22

616:4,23 617:6 624:20 permission 509:3 663:7 pledge 623:10,24
662:12 705:20 706:12 permit 611:14,24 721:6 point 356:11 373:14 374:14
716:11,12,14 permitted 447:18 699:17 411:4 456:13 589:14 613:14
Payable 365:7 389:19,21 678:17 615:10 617:13 684:16
Perry
payables 537:24 572:19,22 680:10 704:24 705:12
573:9,16 person 325:4 434:17 614:9 Pointed 660:20,23
Paycheck 585:13 615:16 620:19,20 621:17 points 493:21 685:17

paying 333:13 366:23 630:3 638:19 649:10,11,19 portfolio 426:3 489:12

370:15 373:6 480:4 482:2 663:14 499:21
483:24 533:14 545:24 personal 322:2 332:16 portion 321:18 335:9 391:7
557:19 558:15 593:16,17,19 341:22 408:22 456:18 474:24 575:8 693:12
602:17 604:21 613:25 459:16 478:8,19 543:17 portions 461:24
643:11 645:3,17,19 661:14 544:19 561:3 576:21 632:21
portrayed 383:24
662:7 706:3,5 716:24 634:15 635:8,10,14,17,25
pose 631:19
payment 558:8,11 578:4 640:9 665:15
Position 39 5 4 8:10
581:4 607:23 610:15 308:2,3,7 517:20
personally
payments 481:6 488:3,4 544:21,23 557:2 576:21
641:12 15 663:18
556:15 577:4 583:5 603:22 598:19 602:18 625:4 634:5
Positions 601:18
PDF 494:23 499:20 562:12 639:17,20 640:16 667:17
Possibilities 442:2,3
597:6,15 668:9 671:20 680:23 681:3,
Possibly 471:11 574:9
peace 616:2 629:3 10 716:24
666:22
493:22 Pertains 322:11
pending 494:6,9,13,
Post 510:21
18 495:4,7,18,22 570:10,15 peruses 302:16 324:21
576:12 Potential 354:6 355:9
571:19 382:22 428:5 467:16
449:13,14,18 527:7 555:11
618:9 10 586:14 588:6 610:10
penny 637:11 671:22 675:8
people 306:19 Petrocelli 396:4,5
308:15,23,24,
Potentially 566:21
25 309:3 342:14 368:24 phone 314:20 438:10 621:16
638:18 649:10,11,19 681:16
Power 616:7
370:2 378:9,12 384:24
378:11 514:14 Practice 438:10
385:4,15,20 386:6 412:9 phonetic
413:16,21 426:10 427:16

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 29

pre 367:21 509:17 510:21,24 617:17 620:18 625:19 properly 557:3 580:9 584:14
512:13 636:17 638:11,17 642:2 properties 424:2,5 425:19
prefer 394:4 645:7 679:3 682:6,12 427:16 428:20 503:13
premier 677:10 private 307:10 535:21 669:16,24 679:7

premium 396:8 643:17 665:15 688:17 338:18 374:13

proprietary
694:16,19 697:8 707:4 375:10 376:2 408:19 409:24
prepayment 510:10
708:7 418:20 448:6,12 637:6
present 446:18
Privately 491:25 492:6,11 654:14 656:14,24 657:5
presentation 452:19 521:18
518:8 662:16 666:9 672:14 673:2
President 468:7,8,11 474:3
422:2 470:4 672:2 694:5,10 696:4 715:10,12,
privy
Pro 567:4,14 17
press 346:22 349:17,18,22 '
Problem 603:25 694:19 Protection 595:21
25 350:3 372:23,24 373:8
404:2'
707:11 protective 418:23 419:2,14
10,14,19,22 403:22
Problems 350:22 554:4,6 Prove 668:13
406:6 407:4 409:7,10
410:17,19,24 411:8,11 571:3 provide 311:20,24 376:8
proceeding
412:20,22,25 415:4,9,13 process 372:9 379:7,20 440:24 441:13 484:20

417:8,9 422:15 423:12,15 380:23 381:5 396:24 506:20 512:4,16 662:5

436:14 657:3 700:17,22 397:12,24 398:2,17,21,25 693:20 694:9 706:23

399:24 400:6,9,10 709:19,20 711:7,9 713:5,25

pressure 430:5 682:9 401:11,
14 406:8,10 417:20 418:4 714:2
prestigious 396:11 407:17
420:18,19,21 440:7 494:15 provided 320:9,15 324:3
pretty 316:2,3 339:6 345:17
650:7 668:17 673:21 683:4, 506:5,25 507:13,20 522:13
361:20 367:24 375:22
9 528:2 701:8,11 706:19,21
454:13 526:25 592:23
Produced 492:15 506:17 providing 303:13 710:6
616:12 634:21 639:10 651:2
production 314:23 506:9 711:16,19 712:11
669:8 683:10 684:21 705:4,
8 707:9 706:13 provision 317:4 543:23

profit 552:22 610:7 623:20 626:21

previously 500:13 562:2
637:3 Provisions 641:8
price 331:14 332:8,9 334:2 profitability
342:16 345:5 364:17,21 profitable 528:10 Public 301:10 332:10 334:3,

365:9 366:6,14 367:3 7,14 344:13 345:3,8,23

profits 547:3 552:16,19
368:23 371:11 372:14 346:19 347:2 348:15,19
553:11
373:19 443:8,10 457:22 349:3 350:20,23 351:5
prohibited 508:7 566:23
458:13 478:9 493:17 495:11 352:8 426:24 443:4,16,22,
696:17 709:24 710:5
507:17 517:9 546:20 24 445:7 447:3,22 448:2,7,8
711:16 18 713:4 714:13,16
547:16,17 594:16 595:11 450:19,20 451:18 460:20
prohibition 696:6 712:10
641:19 464:20 491:20,21 492:3
640:11,13 642:5 ' 6,7 '
Prohibits 566:4
9,13,20,25 643:10,11 518:7 593:15 656:22 657:7
Promise 541:9 577:18 662:15 670:19 672:7,16,25
645:14 661:3,7,10 663:19
602:19,20 605:15 673:9,11,20,25 695:6
686:22 687:8 705:19
Promised 303:22 311:23 696:23 697:2 700:4,7
prices 477:18
375:5 454:8,21 508:23 707:14,22,25 708:6,9,11,22
primarily 379:13,15 380:4
529:18,21 530:3 541:17 710:25 711:7 714:11,19
381:25 386:4
544:13 555:15 558:8 577:12 718:25 723:5
Principal 328:12
593:10 602:11,14 617:25 315:8 443:11
publically
principles 350:10,15 352:25 618:7 561:12 710:14
353:6 521:20 522:2,6
promises 577:8 602:15 publically-filed 451:11
printable 499:21,25 719:20
promising 577:3 publically-traded 370:18
Prior 303 15 3 5:2 3 9 23,
promissory 570:2 376:15 628:13,19,23 629:9,
Promoting 404:10 13 687:5 696:8,19 699:15
409:23 425:2 451:8 459:2
Proof 652:3 709:22,23 710:5 711:18
473:16 483:16 508:9 512:18
Proper 409:21 713:6 714:3
537:11 548:3 549:21 551:11
553:20 573:9 593:3 600:22

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 30

publications 648:22 12 661:10 663:19 667:15 questions 313:7 314:2,4,5,

pull 363:12 391:20 393:12, 7,8,9 319:4,15,19,23 320:6,
24 394:4 395:8 432:11,16 8,15 321:19,20 322:17,20

484:3 502:25 515:22 536:12 341:11,12,15 344:21 366:3

540:5 551:12 587:20 596:2 367:16 394:3,24 395:16

QD 307:14 15,18
610:17 611:10 619:5 627:13 400:15 411:11 415:12 426:9
Qello 424:4 427:22 428:22
pulled 485:15 437:22 442:16 448:16
U3:25 M:8,20 528:24
purchase 363:21 367:7,11 3 5 432 3 33 2
582:3 638:20 646:23 647:3
371:18 373:25 374:15 6,9,14,1Ò,17,19,20 24 434:7
650:19 652:10 660:21,23
406:25 408:6,25 409:6 435:22,23 436:4,6,7,15 ' 16 '
665:15 6U:11,13,24 669:20
410:10,11 423:7 424:21 437:2 12
19 23 6,8 20
670:25 671:3,6,8 673:8
439:19,22 450:24 451:4 43È:6,14 18,19,20,25 439:3 '
6M:12,21 675:19 676:3
463:21 464:10 467:11 11 440:5,7 14
16 19 23
677:25 679:10,22 680:15
468:20,21 478:9 488:8 44'1:2,15,18 442:17 b66:5
686:M 68R11 689:21
493:8 497:13 505:18 675:8 681:22 682:6 683:2 7 '
690:5,20 691:15,25 692:3,
518:17,25 520:3 523:19,24 14,17 705:19 706:4 709:11
525:9 529:15 534:24
Qello's 436:22 437:15
7 7
538:15,22,23 539:7,13,17
quadrupled 527:10
540:4,6,8,13,14 quick 627:9
541:6,12,
qualify 324:24 325:9
19,25 542:16 546:20 quickly 586:3,25 628:4
556:16,24 quantity 495:10 499:6 704:19
547:13,16,17
598:17,25 602:7 605:6 quarters 546:16 quote 319:22 427:21 636:8,9
608:13,19,25 609:22,25 question 303:23 305:10,13 638:6 641:20,22 646:2
622:23 623:12,25 624:11 309:22,23 311:10 312:24 652:4 675:6 677:8,11
628:9 630:8,15 314:14 318:10,12 319:7 678:13,14 679:20 681:22,23

purchased 310:7 330:25 321:16 325:13 326:7 327:7 683:14 684:3,4 685:18,20
332:3 342:6 343:18,23 329:4 332:18 334:19 335:5, quotient 517:8
439:18,21 594:15 670:4 7 337:16,22 339:13,14,17,
24 340:2,14 341:8 342:2,9
Purchaser 364:10
343:4,10 352:19 353:3,16
R
purchasers 533:20
354:10,17 355:4 356:4
Purchases 617:11 R-A-P-I-N-O 652:5
358:4 363:6 365:3 373:13
Purchasing 538:24 radio 456:7 458:25 678:14
382:4,25 385:2 390:9,10,17,
Purported 480:3 23 391:5 393:17 414:8 679:21

Purporting 631:2,4 415:13 430:14,15 434:2 raise 304:2,3 305:18 307:5

349:10 459:10,21 437:11 441:8,9 455:3,4,7,9 371:11 404:5 417:14 423:2
purposely
pursuant 327:17 330:25 457:16 474:18,21,22 475:3, 440:8 444:3,5 447:19 448:3

331:19 332:3 336:4 342:6 5,7,11,12,18 476:3,8 484:19 451:7,19,22,24 452:5,12,15

556:15 630:17 489:19,22 502:6 504:12 453:2,16 460:7 656:15

529:3,11,22 530:4,5,7,9 657:9,11 662:18 670:20
pursuing 567:19
540:7 551:6 553:14 563:25 684:22
push 651:3 682:4
564:3,18 565:2 566:2,10 raised 306:9 422:21 440:11
pushing 680:17
577:13 591:16 592:7,10 454:5 460:24 526:12 567:5
put 307:24 357:15 392:17
595:25 609:21 629:6 630:13 704:7
635:15 M3:3 W:M M8:11 raises 305:22 633:18
2 26 2 9:25
688:23 689:23 690:3 692:15 304:13 331:14 332:7
536:24 591:6 600:9 615:6 raising
693:8,10 696:15 709:16,17 333:15,17,21,23 337:25
11 617:12 618:9 10 624:25
710:12 711:3,5,14 712:22 342:14 366:4,5,13,20
634:2 640:12 664:17 672:5
713:2 369:16 372:13 443:6 444:2
682:8 703:14,22
questioned 419:10 689:8 452:21 453:17,23 454:19,20
puts 703:25
questioning 321:3 437:18 458:8,18 460:14 642:5,19,
Putt g 3:22 4 : 4
627:10 689:6 23 643:7 644:24 660:10

594:4 639:13,17 640:3,8,11,

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 31

ran 361:10 527:8 600:20 362:16,18 364:24 365:4 385:6,19,23 388:9,12

601:19 367:17 368:16 373:4,7,20, 396:15 401:10 411:23

657:15,20 658:4,19 21 375:20 377:9 381:9 414:15 443:9,13 444:19

Randy
659:5 660:3 700:14,15,18, 384:10,17 385:12,13,14 451:20 453:24 465:8 471:8,
20701:10 386:5 393:7 398:11 401:16 20 477:21 487:6 509:8

rant 613:13,18 614:6 402:8 403:24 404:21,25 510:23 512:7 518:2 541:24
406:13,17 407:8,10 408:4 571:22 655:16 693:13
Rapino 652:5,25
409:4,9 410:23 412:15,19 698:3,17,21 706:4
rate 562:17
414:2,21415:7,14,25 reconcile 583:25
raw 676:16
421:10423:17,18 425:11 reconciled 584:6 14
RDM
17523:4
363:22
572:23
467:11
576:20
520:12, 429:4
25 434:3
18 430:17
436:10
431:6
437:3= 9 =15 '
sconso ates WM
620:13 record 301:2 317:9 461:7,9
440:9 441:16 443:14 18
496:13 499:5,19 515:23
RDM's 573:10 444:21 23 445:4 450 13
519:12 520:15 530:20 548:5
reach 659:5 663:2 664:12 451:5,È,21 460:4 462:2 11
665:8,12,13 681:6,10 18 463:16 464:5,14,24
2 2
read 315:8 320:5 321:15,18 468:22 471:11,21 492:12
575:19 587:22 595:12 603:3
324:2,19 326:9,20 335:6,9 500:6,8,9 503:25 518:9
612:8 718:10 12 723:14
341:13 344:24 346:3 353:7 537:22 538:13 550:15
records 392:20
390:6,12,22 391:7 392:16 552:10 568:16 569:9
red 404:5 422:21 426:11
428:16442:12 450:6 574:16,17 579:3,22 583:10,
656:15 657:9,11 662:18
461:16,18,23 465:2 474:22, 15 604:25 608:16 610:13
683:22 684:23 697:18 700:2
24562:12576:8,10,24 624:3 626:18 632:22 647:16
703:17 704:6 707:19 708:20
580:4 583:3 693:9,12 653:3 656:6,7 666:13 668:8
717:10
717:18718:7 684:4,6,10700:25701:6,18
705:24 706:6 714:5,7 redirect 631:3,16
readily 537:17
recalled 386:22 reduced 511:15 546:20
reading 321:10,11 324:24
346:23 423:20,21 520:10 receive 302:10 486:25 reducing 547:15

581:17 676:19 697:25 514:11 531:5 576:3 579:15, refer 344:21,22 648:12

371:10 469:15 471:13, 18 585:9 586:5,18 612:16 reference 577:20

ready
14 received 481:10 482:5 references 335:17

real 309:17 471:16,17 474:5 486:4,14 487:13 488:7,14 referred 351:14 556:11
553:21 628:5 677:25 682:13 493:17 495:25 497:6,11,12, 587:11 634:14

585:16 22498:2,7 502:24 504:5 302:23 310:14

reality referring
505:12 507:4,5 508:7 514:4, 461:21
realized 676:21 344:14 486:23 532:8
16,17 517:23,24 518:5,14 618:23 632:11 643:9
reanalyze 628:21 581:19
2581 5 6
reason 305:5 369:25 426:11 reflected 501:18,19 554:25

448:22454:23 488:20 reflecting 662:6

622:22 623:25 624:11
508:23 514:6 527:20 543:7 refresh 385:5 386:17 396:15
714:14
557:22 573:23 589:24 433:7 516:22 583:18 698:6,
receiving 508:10 535:17
595:19 604:5,9 606:16 16
recess 374:7 461:14 530:16
618:18 659:12 664:8 682:11 refreshed 385:14 584:12
565:17 632:5
704:24 706:7 676:21,23 698:2
recognize 363:20,23 364:4
reasoning 370:6 699:5 refusal 694:8
395:22 492:16,25 496:21
710:8 refused 376:8 706:23
499:10 503:11 516:9 17
reasons 473:18 551:5,7 567:8
519:21 520:23 521:9 531:3 refusing
recall 311:16 312:15 313:6, regard 306:20 320:6 665:15
556:4 559:15 562:10 601:11
610:19 611:5 mgisted 32N,25
, b: b 19:14 1:321
recollection 309:4 310:3,15 regret 596:3
323:6,10 328:18 20 329:18 '
312:13 320:5 329:12 334:6 Regulation 324:4 325:2,3
21330:2 11,12 $38:24
357:4,10 360:23 373:3 regulations 711:2
341:16 355:19,20 358:11,14
377:17 378:4 384:9,11
359:2,15,22 360:6,12

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 32

reimbursed 481:21 658:14 676:6,10,23 697:20, 693:11 722:2

related 640:5 648:11 662:3 23 701:11 561:20

requesting
relating 625:18,21 remembered 313:22 384:13 requests 646:11 647:5,22

relation 430:21 520:2 remind 580:7 582:15 649:12,18,21

relationship 315:25 449:2 removed 468:9 require 529:16 530:10

528:13 598:19 605:21,23 renamed 573:3 required 544:19 557:16

606:3 613:11 632:21 Renee 514:13 581:13 609:13 614:4 630:7
634:15,21 635:11,15,18 rent 593:17 requirements 351:2,22
relationships 408:22 419:3, 585:21 352:15
repay
15 448:25 551:10 552:24 research 373:14 646:2,9
repayment 511:11
553:19,24 554:8,10 614:15 647:4,14 648:18 693:15
repeat 311:10 317:25 334:19
650:13 654:16,22 657:25 646:17
335:5 337:16 342:2 353:16 researching
658:6709:10
371:17 465:19 549:3 635:15 reservations 630:21
release 349:17,25 350:3
644:14 reserve 317:17 567:16,17

rePhrase 305:15 505:3 596:19,23 627:3 631:2,4,21

7 10 4 17 1
replace 553:12 717:17
411:9,11 412:22 415:4,9
532:13 reservmg 626:23 631:12
422:15 423:12,15 436:14 reply
report 492:21 499:22,25 resolve 620:12 621:4
610:20,25 641:4 657:3
519:13,17 719:17,20,24 respect 356:10
700:17721:5
reported 351:18 352:12 respectful 383:18 395:13
releases 346:22 349:19,22
373:8,10,15,19,22 406:6 458:24 respond 577:16,24 614:3

407:4412:20,25415:13 reporter 301:4 302:3 321:18 621:9 627:21 667:17

417:8,9 700:23 335:9 363:15 391:7 399:18 responded 587:12 614:5

543:14 467:2 471:25 474:22,24 685:18

releasing
482:12 492:20 496:17 responds 621:10
relevance 565:13
498:25 499:24 503:4 516:4 response 382:25 391:2
relevancy 564:21,25
519:16 520:19 530:23 479:22,25 484:15 577:22
relied 336:3,10 474:13 577:2
535:5,9 548:9 551:19 621:14 654:12 665:25 666:7
relieve 511:3
555:24 559:5 572:3 575:23 672:10,21 673:15 674:16
rely 335:19 336:11 476:11 579:10 586:10 587:6,24 684:3
relying 438:24 439:13 601:7 603:8 610:24 611:13
responsibility 542:2 576:19
472:10,17473:6 713:11 612:12 614:22 619:13
22 717:5
remain 530:11 591:9 622:13 693:12
responsible 521:17 608:20
remember 303:24 304:4 reporting 350:25 351:11,21
rest 394:18 480:7 578:11
305:24 313:9 314:12,13,14 352:15 425:10
restaurants 635:5
315:4,12,18,21 316:5,7,10, represent 432:4 520:13
restore 567:18
16318:18,20 319:6,8,11,21, 551:23 590:7
23 320:7,14,20 321:5,20 restrict 623:8
representation 335:25
322:17,20 327:12,14 331:17 restricted 502:10 543:15
520:20 720:4
339:5 340:3,5,12,17,18 611:15,24 623:3,7,16
representations 336:24
341:3,4,7 358:23 361:2,8 625:18,21 721:7
369:4 443:16 447:21 640:5
363:8 368:17 378:9 382:5 restriction 502:12
649:2,14 713:13
385:15 386:8 387:3,5,9,20, restrictions 626:9,15 696:24
representative 664:13
result 308:12 505:19 516:25
represented 342:13 626:5
3 16 431 4 435:6
representing 521:23 522:12
437:10 440:13,15 441:21
465:4486:9 489:23 490:2 represents 323:25
return 586:21,23 600:18
507:9 508:5,8 509:12,15 reputable 368:12
706:20
535:16 538:12 552:7 560:7, request 498:17 561:7,13
returning 600:12
17,18561:25575:13 576:9 563:9 631:22 666:7
revenue 348:23 349:2
587:18 610:16 643:2,3 requested 321:17 335:8
454:13,14 459:5,7 462:9
646:3 647:17 650:21 657:19 391:6 474:23 662:9 676:9

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 33

532:5 593:12 606:14 16 341:3 344:12 348:18 Robert 385:20 467:24

636:19,25 350:12 353:13,19 354:6,20 474:13 618:22

revenues 350:13 351:18 355:10 356:15,20 359:10, Rock 386:16 387:10,14

462:17 463:3,13,22 464:7, 20,25 360:5,19 361:3,12,23 388:5,20,23 389:5,12,14,20,
13 527:14,18 362:22 363:2 364:17,20 25 390:6,16 391:13,18
reverse 367:22 466:14 365:16,25 366:17,18 367:16 392:4,9,21,24 393:5,18,21
487:22 488:17 490:20 369:13,15 372:19,23 374:11 396:11,13,16 398:16
509:18 510:21,24 512:13 376:7,14 378:2,7 379:17 399:13,21 405:5,11 407:3,6
595:6 688:16 380:10,19 381:15 383:20 680:19,20
384:21 385:6 386:3 389:6 ROCKLAND 723:4
review 626:2 693:15
393:3 397:10,11 403:6,10,
reviewed 417:7 552:7 633:7 Rockwell 605:2
18,20 404:15,19 405:10
693:23 role 434:11
407:12 411:6,7,14 412:2
reviewing 632:20 633:15 roll 528:6
413:7 414:6 415:20 416:17
revised 464:23 420:17 rooftop 380:15
418:3 423:14 424:10
revs 613:4,9 426:5 428:24 433:8 434:14 room 452:20

Rhianna 678:16 680:10 437:4,9,11,18,25 438:12,24 rough 502:14 697:25 698:18

rhyme 369:25 440:4,5,11,13,25 441:14 roughly 377:13 466:9
Richard 481:9,13 526:5 445:2,15 448:11,14,20 469:18 490:6,11,18 510:2

535:25 536:2,17 546:13 450:5 452:7 453:4,9 455:10, 512:6

548:6,10 549:8 558:13 11,24 457:10,20 458:3 rude 715:6
572:8,9,10 578:24 579:2 459:11 473:16 475:15 ruin 614:14
583:24 584:5 591:4 658:11, 476:14,20 477:5,18 478:3, ruined 489:9
12 720:8 13,15,21 480:8 481:12,16
Rule 324:4,25 325:2
rights 317:17 336:16 379:20 482:8,17,19,25 483:5,6
ru les 351:11 391:4 699:21
486:11 501:25 502:7 507:15
380:20,22,23,25 381:5,6
508:12 509:2,7 512:21
386:15 388:19,23 389:5,9,
514:7 515:7 running 477:25
11,12,18,19,20 390:15 528:15 533:8,
10,12,24 541:4,9 543:24
391:13,18 393:5 396:16,25
399:22,25 544:16 546:2,9 547:20 S
397:25 398:3
554:16 556:21 577:9,11,14,
400:8 401:12 402:3,5,13,18
404:24 407:5,18 15 590:5,8 591:5,9,20 592:5 S1 450:24 451:2,6,8,13
403:16,23
593:4 594:4 595:8 600:22 452:15,25 453:7 455:23
410:4,22 411:17,19 412:4,
413:8,9,12,19,24 414:13 602:16,19 604:10,11 607:12 456:14 457:18 460:2,10
23
415:6,17,21 416:22 417:4 612:20 613:6,10,20 614:19 461:16 462:5,8,9,13 464:23
419:22 615:2,10 616:25 619:8,25 465:2,6,11,15,22 593:11
418:5,6,10 420:20,
22 422:17,19 567:16,19 621:9,16,23,25 624:19 616:10 662:22
630:22 626:8,13 628:17 629:3,15,
626:23 627:3 631:3, S1s 464:19,21 465:18
12,14,24 650:8 16 630:15 638:14 642:4
639:8 466:18
681:2 705:22 645:9 646:21 650:18 651:4
651:16 668:18 sake 388:2
652:21 655:18 657:22

m
706:10 13

2
9 9 2 6 6 16
,24 389:5 2,14,20,25
618:2 623:14
675:18 677:16 680:20 687:6
390:6,16 391:14,18 392:4,9 '
689:2 690:18 692:10,25 sales 484:24 491:9,11
21,24 393:5,18,22 396:11 '
695:17 696:21 697:20 698:9 494:6,12,19 549:17,18
13,17 398:16 399:13,21
701:3 702:18 705:11 706:21 550:6 572:19 603:25
405:5,11 407:3,6 680:19,20
707:15 708:11,18 709:13,18 salesgirl 528:11
road 449:16 457:18
710:3 711:25 712:3,7,14,19 San 675:2
3:3,H,21 M,24 M3, Sasha 587:3 590:4
11 3 4 1 3 19 25
12,13 N:8,9 satisfaction 561:8,11
307:7 315:19,24 722:8,
313:25
Rob's 364:22 663:7 694:7 9
322:9,15 331:6 332:6 333:7,
713:25 satisfied 327:10 475:9
18 336:2 338:10 340:4,12,

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 34

satisfy 517:16 561:19 461:1,16 462:1 463:1 464:1 669:1 670:1 671:1 672:1

scenario 527:2 465:1 466:1 467:1 468:1 673:1 674:1 675:1,3 676:1,
Schaer 365:25 378:12 469:1 470:1 471:1 472:1,23 2,25 677:1 678:1 679:1

403:14 412:8 650:22 669:3 473:1,23 474:1 475:1 476:1 680:1 681:1 682:1 683:1,20

671:9 675:24 477:1 478:1 479:1,19,20 684:1 685:1,13 686:1,16

480:1,5 481:1 482:1 483:1 687:1 688:1 689:1 690:1
schedule 596:4 597:6,22
484:1 485:1 486:1 487:1 691:1 692:1 693:1 694:1
606:15 673:24
488:1 489:1 490:1 491:1 695:1 696:1 697:1 698:1
scheduled 420:14
492:1 493:1 494:1 495:1 699:1 700:1 701:1 702:1
Schiller 378:11 412:8
496:1,22 497:1 498:1 499:1 703:1 704:1 705:1 706:1
650:23 658:13 669:4 675:25
500:1 501:1 502:1 503:1 707:1 708:1 709:1,5 710:1
Schnaier 301:3,15 302:1
504:1 505:1,19 506:1 507:1 711:1 712:1 713:1 714:1
303:1 304:1 305:1,8 306:1
508:1 509:1 510:1 511:1 715:1 716:1 717:1,15 718:6,
307:1 308:1 309:1 310:1
512:1 513:1 514:1 515:1 18 723:8
311:1 312:1 313:1 314:1
516:1,10 517:1,4 518:1 Schurr 311:20 546:24 547:6
315:1 316:1 317:1,22 318:1
519:1,22 520:1,24 521:1,9 548:2,19,21 549:6 550:18
319:1 320:1 321:1,9 322:1
522:1 523:1 524:1 525:1,16 551:25 553:7 554:8
323:1 324:1,16 325:1,16
526:1 527:1 528:1,23 529:1 712:4,5
326:1,14 327:1 328:1,7 screaming
530:1 531:1,4 532:1 533:1
329:1 330:1,10 331:1
scron 3E3
332:1, 534:1 535:1 536:1 537:1
4 333:1 334:1 335:1 336:1 search 633:12
538:1 539:1 540:1 541:1
337:1 338:1 339:1 340:1 searches 634:3
542:1 543:1 544:1 545:1
341:1 342:1 343:1 344:1,19
546:1 547:1 548:1 549:1
Seasons 378:2 380:15
345:1 346:1 347:1,18 348:1 382:10 383:20 429:9,12
550:1 551:1 552:1 553:1
349:1,21 350:1,2,3 351:1 443:2
554:1 555:1,21 556:1,5 15
352:1 353:1 354:1,17 355:1 seated 524:7,8,11 525:23
557:1 558:1,18 559:1,1 4
356:1,20 357:1 358:1 359:1 527:8 528:7 534:18 555:12
560:1 561:1 562:1,6 17
360:1 361:1 362:1 363:1,24 637:7,8
563:1,20 564:1 565:1,21
364:1 365:1 366:1 367:1 SEC 344:13 345:4,9,11,18
566:1 567:1 568:1 569:1
368:1 369:1 370:1 371:1 346:20 347:3,4 348:15,17
570:1 571:1 572:1 573:1
372:1 373:1 374:1,10 375:1 349:22,25 350:4,7,24,25
574:1 575:1,19 576:1 577:1
376:1 377:1 378:1 379:1 351:6,10,15,17,21
578:1 579:1 580:1 581:1 352:16,
380:1 381:1 382:1 383:1 18,23 353:2,10 370:19,25
582:1 583:1 584:1 585:1
384:1,20 385:1 386:1,13 371:22 372:21 424:16,23
586:1 587:1 588:1,5 589:1
387:1,2 388:1 389:1,25 425:6 426:20 436:18
590:1 591:1 592:1,7 593:1
390:1 391:1 392:1,8,11,18 462:13,23 463:20 464:9,11
594:1 595:1 596:1 597:1,18
393:1,17 394:1 395:1,14 691:10,12,16 692:4
598:1 599:1 600:1 601:1,4
396:1,23 397:1,24 398:1,15, 602:1 603:1,5 604:1 605:1 secondary 643:10 644:7,10,
24 399:1,23 400:1 401:1
606:1 607:1 608:1 609:1 17 686:23
402:1 403:1 404:1 405:1
610:1 611:1 612:1 613:1 secret 617:23
406:1 407:1 408:1 409:1
614:1 615:1 616:1 617:1 section 327:17 580:8
556:16
410:1 411:1 412:1 413:1
618:1 619:1,8 620:1 621:1 625:11
606:10 609:25
414:1,9 415:1 416:1,15
622:1,19 623:1 624:1 625:1
sector 368:9
417:1 418:1 419:1,5,9 420:1
626:1 627:1,14,21 628:1,3
421:1 422:1 423:1 424:1 secure 412:11
629:1 630:1 631:1 632:1,9
425:1 426:1 427:1 428:1,8 secured 386:14 388:19
633:1 634:1 635:1,10 636:1 '
429:1 430:1,14 431:1 432:1 389:4 390:15 391:12,13
6 637:1 638:1 639:1 640:1
433:1 434:1 435:1 436:1 393:5 403:8,16 404:3 407:5,
641:1,17 642:1 643:1 644:1
437:1 438:1 439:1 440:1,2 25 408:9,13 409:8 410:21
645:1,24 646:1 647:1 648:1
441:1 442:1 443:1 444:1 411:19 412:3,12 413:23
649:1 650:1,4 651:1 652:1
445:1 446:1 447:1 448:1 414:13 415:17,21 417:4
653:1 654:1 655:1 656:1
449:1 450:1 451:1 452:1 448:25 651:15
657:1 658:1 659:1 660:1
453:1 454:1 455:1,4,6 456:1 securing 403:22 404:24
661:1 662:1 663:1 664:1
457:1 458:1 459:1 460:1 407:17 410:3 411:16 412:23
665:1 666:1 667:1,2 668:1

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 35

413:8 415:5 422:16,18 SFX 423:25424:5,12,15,24 622:22623:24 624:10,11,19

securities 324:4 325:2,3 425:10,20 426:16 427:3 625:7 641:5,10 643:14,15,

327:18 454:20 466:3,7,18 428:16,19 442:17 669:15,23 22 644:3,5,6 645:9,12

489:10 543:18,21 623:16 678:11 679:2,3,6,8,10 662:11 686:20,22 687:5

675:2 686:17 707:24 681:23 682:7 705:18 706:8 721:8 722:5,7

Seed 568:5 709:10 713:4

sharing
452:25 Shabat 569:14 Shechter 579:7,11 586:5,11
seeking
sell 422:12 491:9,21,24 share 330:16,20 331:3,7,9, 720:16,18

494:14 544:17 623:10,11,13 11,20 333:17,21 334:2 sheet 375:15,19,24 418:20

653:7 338:2 343:24,25 344:7 520:11 523:5 654:4 656:3,8
624:19,20
365:10,14 366:7,12,20 661:22 662:3 675:20
seller 610:8
367:14,21 368:23 369:16 sheets 651:19 654:10
selling 316:4 488:24 489:13
370:4,11,15,16 371:2 372:2, 672:18 679:24 708:13,24
490:4,9,14 493:25 498:8
8,20 373:17,20 443:8,10 709:21 710:6 711:10
643:14,15
651:13' 22 644:3 ' 5 645:9 '
458:18 473:13 477:3 510:4,
11 shift 572:18

semi 350:11 short 477:24498:14

7 Â0 10, 17 19
send 375:13 405:12,17 shortfall 542:6 556:20
594:19 595:5,6 641:18
406:6418:18509:9 513:22 shorting 622:9,14 721:13
642:15,24 643:8,16,23
531:5 558:9 603:12 612:16 678:12 679:2
644:3,25 645:10,17 660:11 shortly
615:8 616:3,4 619:17,24 621:18
661:4,7,12,14 712:19 shouting
654:4
shared 554:15 show 338:19 349:2 374:18,
sending 483:16 531:18 24 375:10,23 376:2 408:20
shareholder 594:8
535:16 549:24 551:11 409:22 418:12,21 449:15,16
shareholders 346:5
553:20 616:6 620:22 629:21 457:19 463:2 471:5,9
shares 310:11 330:20,25
sends 621:19 563:10 590:6 593:11 654:15
331:9 19 332:3,5 13 21
sense 487:12699:6 705:4 656:13,18 657:2,6 661:25
333:4 335:17 33È:3 337:9
707:18 710:24 714:18 715:9 662:13,23 665:17 666:9,10
19 341:18 342:5 21 343:1
sentence 428:15,16521:15, 668:4 672:22 679:24 694:23
17354:2 365:8,13,19 367:4 '
16 526:11 562:13 572:21 695:7,20,25 699:19 707:7
14 368:25 369:23 373:6 11
583:4 585:2 708:10,12 714:19 716:4
480:4 481:23 482:5 484 24
sentences 576:16 486:3,4,14,21,24
showed 652:17
487:3,5,9,
separate 626:19 670:13 13,17 488:3,7,9,13,18,22,24 showing 421:5 561:7,17

September 479:22 480:25 489:12,14,24 694:19 696:7,18,24 714:13

490:3,4,9,12,
541:18 551:17 552:3,5,19 14,15,17,25 491:4,16,19,21, shown 513:18

562:18 673:18,24,25 674:5 25 492:5,6,7,8 493:4,8,9,10, shows 537:14 657:22

716:15 17,18,22494:14 495:21 shut 475:2
serves 375:14 599:22 496:2,7,24 497:5,11,12,16, side 471:16 541:14 581:20
session 389:22 17,23,25 498:2,8,9,14,19 616:19 636:19,25 637:13
502:5,10,14,17,20,23,24 674:2
set 490:7 625:16 653:11 693:19
503:16,23 504:5 505:12,25
449:15 sign 367:2 468:12 600:8
setting
506:5,10,12,20,24 50R5,8,
settle 515:16 560:13,15 630:7,15 674:2 717:18
47, , 1 1 24
561:18 563:5,21 signature 364:6 467:18,25

settled 560:3,4,5,10 513:14 516:19 521:11 556:7

562:24, 25 511:10,13,15,25 512:4,8 '
25 567:25 569:12 611:7,20,22 612:3 622:18
16,23,25 513:4,6,8,16,23
settlement 494:9,13,15,19 signed 301:18 302:18,24
514:4,11,17,23,24 515:11 '
495:4,7 499:16 568:9 303:6 306:21 325:14,18
14 517:7,10,15,16 24
598:22 610:19,25 721:5 327:9 328:10 329:6 336:25
518:13 539:16,17,19 23,24
337:12 341:19 353:25
settling 604:22 540:9 15 542:22 543:7,15
354:19 357:3 359:19 360:8
seventh 599:11 544:Ú 546:9,21 560:14
361:15,24 363:21 368:21
686:12 586:22 593:22 594:14,17
severely 371:6,15,18 372:25 375:18
611:16 612:2 618:3 620:11
402:16406:3,25 408:5,25

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 36

409:6 410:12 411:22 413:14 slid 455:9 379:21 381:3 389:7 398:5
415:20423:16 426:15,18, slow 400:23 400:16 401:3 403:20 407:13
19,25 437:21 438:13,17,21 smaller 453:25 460:25 464:15 486:23 520:7 577:22
439:2,4,11 446:11 464:10 592:16 633:16,21 650:10,18
smooth 629:5 ' 17
468:7,9,16,19 469:4,14,22, 653:21 661:5 663:25 670:7
snark 328:6
24470:7,15,18471:22 699:7
so-called 615:4
472:3,11,15,18 473:5,9 484:20
specificity
social 608:23 635:7
474:3,6,9 476:12,13,17 specifics 315:12 381:2
478:4 508:5,24 517:19 software 524:8 555:12
408:16 448:17 655:19,21
518:24,25 523:14 524:17 568:4,5 637:7,9
676:11,24 699:8
537:3 538:16 542:11 545:8 sold 364:15 485:10 490:24
speculate 442:8 459:19,24
554:4,12 556:10 557:11 491:5,7,8,11 493:17 495:21
speculating 514:7 515:6
561:4 570:2 591:19,25 497:16,18,23 498:15 505:12
spending 394:17
602:8 606:24 626:3,6 628:9 545:14 560:14 705:6
spent 394:14 634:4 635:21
632:18 655:11 656:4,9,10, sole 495:21 695:12
638:16
18 661:24 672:18 681:4,5 629:12
solely
682:23 684:17 685:2 708:24 spit 387:25
someone's 635:8
709:21 711:10 715:20,21,23 split 367:22 487:4,19,23
song 389:21
718:20 488:17498:3,6 509:18
sort 558:10623:14 661:22
si 9 nificance 640:2 510:21,22,24 512:13 595:6
sound 419:24 424:14
significant 431:11 434:8 Splits 490:20,21
495:19 22 497:21 543:22
462:4603:23 634:4 spoke 303:18 314:16 318:8,
558:2 570:3 581:11 657:5
519:7,9 533:3 15,21319:9 320:3 323:3
significantly 690:5
357:8 358:M 362:1M12:7,
signing 333:3 335:19 336:11 sounded 508:13 682:19

sounds W2M88M8R3, 46:21 68 2 4 :21

4,2 8
6 509:19 512:14
481:16 512:21 554:19
424:21425:8463:21 477:22
Speak 303:17 314:17 316:2 605:20 627:8 634:21
508:16 518:16 523:23
366:2,17 376:19 409:17 650:18,21,22 651:6 660:16
525:2,7 8 547:11 553:9
445:6,23 446:25 447:5,9,12, 663:16,17 671:5,6
600:4,22 638:17 639:3 675:23,
18,24448:13,14,20,23 24 682:15 693:7 698:13
647:15
. 449:6,7,13,23 450:19 713:14
silence 453:21 456:8 458:25
564:17,24 634:19 636:17
spoken 317:21 526:5 671:15
silly 392:20 638:11 650:24 659:14 663:3
spot 356:19 380:17
simple 713:2 665:4 671:21 681:11
squeeze 631:17
singer 513:19,22,24 514:12, 716:18,22 717:2,6,9
ss 718:4 723:3
15 317:5 350:6
speaking
315:21
stamped 494:25 597:21
single 314:14,15 367:15 408:11 412:9 413:16
339:7 340:5 422:15,17 629:4 646:15 679:7 standard 526:25

638:24 speaks 632:24 stands 317:8 569:3

sink 640:19 special 310:10,13,24 start 417:24 482:21 629:4

sir 319:18 328:23 346:24 654:18

specific 303:10 305:13,14
356:4 376:4 393:19 466:23 306:4 319:7 339:7 started 361:5,9 421:24
340:3,5,
502:7 698:25 715:5 13,15,19 341:7,8 345:18 488:23 489:13 490:4,8,13

sit 331:10 382:5 486:13 381:7,20 382:6,7 384:3 498:8 553:18,23,25 560:9

489:14,23 490:2 389:10 401:7 402:21 427:15 592:19 599:21 618:11

429:24 437:13 444:17 463:8 633:10

site 533:10,17 633:8
468:22638:21 639:10 starting 549:22 580:3 612:9
sites 704:20
650:19 658:4 669:5,9 673:8 state 301:10 431:16 451:17
sitting 394:8
675:19 676:7,8,12 697:15 566:12 718:3 723:3,6
size 600:9
698:8 703:3 705:4 708:15 stated 389:7 451:6 564:8
skip 677:4
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U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 37

statement 391:14 493:25 390:21,22 392:10,18 395:7 subsidiary 588:11,25 589:2

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U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 38

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306:2 312:25 313:17 316:14

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 39

threw 418:25 657:20678:24682:10 643:6,24 645:16 650:6

throw 688:13 683:15 686:18 689:22 651:14 652:4 653:6 656:12,
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628:17 638:6,14 640:8
642:25 649:6,22 656:13

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 40

transcribed 723:13 Turning 524:14 underwriters 449:7,11

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underwrite 304:16
turned 555:13 593:23 621:3 verbatim 319:22 341:16
underwriter 460:13 465:10

U. S. LEGAL SUPPORT
(877) 479-2484
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 41

verified 383:9,10 386:20 472:24 473:11 474:4 476:21 702:9,13,14,23 703:8

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warrant 623:13 599:14 602:25 604:16,17
342:17 345:21 348:25
warrants 323:25 366:25 610:11 621:6,8 630:20
353:14 20 354:5,15 16,23
367:4 481:24 482:3 486:5 639:24 687:15 696:2 697:22
355:11 356:14,17 21
waste 442:13 609:24 700:12 715:18
357:20,23 358:7 359:9,11,
13 360:9,21 361:4,13,25 wasted 596:25 withheld 703:16
witnesses'
363:3,22 364:11,15 373:2,6, ways 346:18 347:15 711:2 435:19
9,11 375:3 402:25 406:9 website 404:7,10,16,20,22 won 541:7
423:10 439:18 451:15 405:6 408:25 409:3,14 word 453:21 455:12,16
453:19 454:12,14 459:3,5, 410:14 412:17 414:3,11,20, 591:21 592:6 593:4 607:13
12,21 460:3,11 461:20,24 23,24 415:2,11 417:9,10 638:15 696:21
462:7,10,21 467:11 468:8, 422:18 436:22 689:9,19
19,21 469:5,23 470:10,12 690:22 691:2,7,9 700:19

U. S. LEGAL SUPPORT
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FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
Joseph Schnaier Confidential
NYSCEF DOC. NO. 418 RECEIVED NYSCEF: 07/16/2021
10/19/2020 42

words 311:3 397:12 398:2 316:12,21 317:7,11 318:24 years 315:25 340:18 388:7,9
400:6 441:18 452:8 498:7 320:11,21 321:7,12,25 406:22 466:8 543:20
640:22 325:11,21 326:5 327:6 552:16,20 554:23 570:18
work 531:21 546:10 555:8 328:25 329:3,16 330:21 574:24 579:4 595:16 612:21

588:14 589:2,11,14 604:9 331:4,22 332:15,23 334:9, 617:21 627:24 630:4 634:22

620:12 631:13 634:8 643:21 23 336:5,13 337:10,14,20 638:17 670:5 688:19 697:7

652:16 339:10,15,19 340:9,24 390:20 392:10,11,13,

yelling
worked 481:24 572:14 341:5,21 342:8,24 343:9,20 17

588:21 589:17 593:7 633:11 344:3,8,15,20 346:11 463:11

yesterday
347:23 348:4,9 349:13,24
working 440:14 444:11,14 York 301:7,10 361:16,18
350:16 351:3,23 352:2
620:3 570:24 674:18 718:3,5

works 513:20 531:21 702:11 232,6

1 21 6 11 1
world 434:16 448:5 588:24
377:20 380:6 383:5 3Ò5:8
637:15 652:14 663:10 680:7
387:17 388:14 390:2,8,21 Z
705:7
391:15,24 394:7 395:2
world's 396:8 Zoom 446:17 590:19
397:13 419:12 420:6 431:7
worse 523:22 524:3 595:22 436:8 439:5 440:21 441:4
629:21 636:9 447:7,14 449:8 453:11
worst 527:2 456:17 457:9 459:13,16,22
worth 310:12,20 330:20 461:5 463:24 466:4,10
331:2,20 332:13,22 333:5 474:17,20,25 475:6,13,17,
341:19 342:7,12,22 343:15, 23 476:22 478:7,18,24
17,25 344:7 367:14 454:6 480:22 484:8,12 486:16,18
478:11,13 485:16 488:13,15 489:16,21 493:12 494:24
507:16 524:9 540:16 500:17 504:8,11,16,20
594:19,20 595:5,6,10 622:5 505:5 506:14 509:5 511:5,
636:24 17 519:4 520:4,25 522:3,7

write 401:8 505:18 521:17 525:10,18 529:2,8,12

532:23 577:10,20 602:10 532:20 545:3 549:14 558:22

623:13 703:6 561:9,21 564:3,7,16 565:4,

312:7 11,24 566:18 567:21 589:5

writes 531:20,25
537:14,23 552:13 601:21,24 596:5,9,14,20 597:11,19
609:19 626:10 627:4
602:10 613:20
630:10,18,25 631:21 632:8
writing 552:14 553:6 628:13
686:13 687:11,21 688:10
703:23,25
692:6 693:4 694:14,25
written 467:23 583:19 673:4
695:21 696:9 698:4 700:9
wrong 314:11 315:15 319:16
701:15 704:13 706:25
321:22 322:25 323:2 373:20
717:16 719:5
381:17 382:11,14,24 383:3,
Wynn 598:4 11 599:17,20
11 387:21 24 429:19
600:11 617:8,16,19
430:20,24 433:18 440:16,
20,25 441:10,13,23 442:6
444:24 452:24 507:24 Y
536:12 547:14 578:19
619:21 629:15 706:5 year 312:19 315:20 339:8

wrote 346:5 398:5 442:14, 340:6,20 406:19,24 418:6,

15,16 468:7 479:11 520:8 17 422:9,10,19 440:5,6,12

532:11 577:11 627:22 465:13 527:15 546:15 550:9

681:21 715:20 553:12 560:6 598:2 599:19

Wurtzel 302:25 606:14 710:23

304:7,23
305:25 306:12 308:20 Year's 546:17

309:21 313:16 315:2

U. S. LEGAL SUPPORT
(877) 479-2484