SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -----------------------------------------------------------------------x WIMBLEDON FINANCING MASTER FUND, LTD., -against- Plaintiff, WESTON CAPITAL MANAGEMENT LLC, WESTON CAPITAL ASSET MANAGEMENT LLC, PBC- WESTON HOLDINGS, LLC, ALBERT HALLAC, JEFFREY HALLAC, KEITH WELLNER, JASON GALANIS, JOSEPH BIANCO, GARY HIRST, EUGENE SCHER, MARSHALL MANLEY, ARIE JAN VAN ROON, LEONARD DE WAAL, ARIE BOS, KEITH LASLOP, KIA JAM, PAUL PARMAR, ALEX WEINGARTEN, VENABLE LLP, DAVID BERGSTEIN, DPRE ENTERPRISES LLC, GION FUNDING SETTLEMENTS, INC., KAMBE ASSET MANAGEMENT GROUP INC., CYRANO GROUP INC. f/k/a GRAYBOX LLC, ADVISORY IP SERVICES INC. f/k/a SWARTZ IP SERVICES, INC., ISKRA ENTERPRISES, LLC, ASIA CAPITAL MARKETS LIMITED, LLC s/h/a ASIA CAPITAL MARKETS, LTD., GENERAL HEALTH TECHNOLOGIES, LLC s/h/a GENERAL HEALTH TECHNOLOGIES, LIMITED, LLC, K JAM MEDIA, INC., GEROVA MANAGEMENT, INC. and JOHN DOE(S) 1-10, Defendants. -----------------------------------------------------------------------x Index No. 653468/2015 IAS Part 54 Kornreich, J ORDER FOR A COMMISSION TO THE COURTS OF THE STATE OF CONNECTICUT A motion by Wimbledon Financing Master Fund, Ltd., on its own behalf and as assignee of Weston Capital Partners Master Fund II, Ltd. ( Wimbledon ) having duly come on to be heard on the day of, 2017, for an order for the issuance of a commission. Now, upon the Court s decision thereon dated, 2017, it is hereby 1
ORDERED that the motion is granted; and it is further ORDERED that, pursuant to Article 31 of the New York Civil Practice Law and Rules, a Commission shall issue to the Courts of the State of Connecticut, or any authorized person who may issue subpoenas and administer oaths pursuant to the laws of that state, (i) to issue or request process to compel nonparty Bankwell (f/k/a Bank of New Canaan ( Bankwell )), located at 208 Elm Street, New Canaan, Connecticut 06840, to produce the information and documents requested in Schedule A to the attached Commission. Dated, 2017 ENTER J.S.C. 2
SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -----------------------------------------------------------------------x WIMBLEDON FINANCING MASTER FUND, LTD., -against- Plaintiff, WESTON CAPITAL MANAGEMENT LLC, WESTON CAPITAL ASSET MANAGEMENT LLC, PBC- WESTON HOLDINGS, LLC, ALBERT HALLAC, JEFFREY HALLAC, KEITH WELLNER, JASON GALANIS, JOSEPH BIANCO, GARY HIRST, EUGENE SCHER, MARSHALL MANLEY, ARIE JAN VAN ROON, LEONARD DE WAAL, ARIE BOS, KEITH LASLOP, KIA JAM, PAUL PARMAR, ALEX WEINGARTEN, VENABLE LLP, DAVID BERGSTEIN, DPRE ENTERPRISES LLC, GION FUNDING SETTLEMENTS, INC., KAMBE ASSET MANAGEMENT GROUP INC., CYRANO GROUP INC. f/k/a GRAYBOX LLC, ADVISORY IP SERVICES INC. f/k/a SWARTZ IP SERVICES, INC., ISKRA ENTERPRISES, LLC, ASIA CAPITAL MARKETS LIMITED, LLC s/h/a ASIA CAPITAL MARKETS, LTD., GENERAL HEALTH TECHNOLOGIES, LLC s/h/a GENERAL HEALTH TECHNOLOGIES, LIMITED, LLC, K JAM MEDIA, INC., GEROVA MANAGEMENT, INC. and JOHN DOE(S) 1-10, Defendants. -----------------------------------------------------------------------x Index No. 653468/2015 IAS Part 54 Kornreich, J COMMISSION THE PEOPLE OF THE STATE OF NEW YORK TO The Superior Court of the State of Connecticut GREETINGS KNOW YE, that we, with full faith in your prudence and competency, have appointed you Commissioner, and by these presents do authorize you to issue or request 1
process to compel Bankwell (f/k/a Bank of New Canaan ( Bankwell )), located at 208 Elm Street, New Canaan, Connecticut 06840, as a nonparty witness in the abovecaptioned action pending in our Supreme Court, New York County, pursuant to Article 31 of the Civil Practice Law and Rules of the State of New York, to produce the documents described in Schedule A annexed hereto. We therefore further request of you that, in furtherance of justice, and by proper and usual process of your Court, you or any other duly authorized person issue or request process to compel Bankwell to produce the information and documents requested in Schedule A hereto. WITNESS, Honorable Shirley Werner Kornreich, Justice of the Supreme Court of the State of New York, in the County of New York, this day of. 2017. By the Court Clerk (Seal of the Supreme Court) 2
KAPLAN RICE LLP Howard J. Kaplan Michelle A. Rice Joseph A. Matteo 142 West 57 th Street Suite 4A New York, New York 10019 Tel. (212) 235-0300 Fax (212)235-0301 Attorneys for Wimbledon Financing Master Fund, Ltd. (In Official Liquidation), as assignee of Weston Capital Partners Master Fund II, Ltd. 3
SCHEDULE A SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK -----------------------------------------------------------------------x WIMBLEDON FINANCING MASTER FUND, LTD., -against- Plaintiff, WESTON CAPITAL MANAGEMENT LLC, WESTON CAPITAL ASSET MANAGEMENT LLC, PBC- WESTON HOLDINGS, LLC, ALBERT HALLAC, JEFFREY HALLAC, KEITH WELLNER, JASON GALANIS, JOSEPH BIANCO, GARY HIRST, EUGENE SCHER, MARSHALL MANLEY, ARIE JAN VAN ROON, LEONARD DE WAAL, ARIE BOS, KEITH LASLOP, KIA JAM, PAUL PARMAR, ALEX WEINGARTEN, VENABLE LLP, DAVID BERGSTEIN, DPRE ENTERPRISES LLC, GION FUNDING SETTLEMENTS, INC., KAMBE ASSET MANAGEMENT GROUP INC., CYRANO GROUP INC. f/k/a GRAYBOX LLC, ADVISORY IP SERVICES INC. f/k/a SWARTZ IP SERVICES, INC., ISKRA ENTERPRISES, LLC, ASIA CAPITAL MARKETS LIMITED, LLC s/h/a ASIA CAPITAL MARKETS, LTD., GENERAL HEALTH TECHNOLOGIES, LLC s/h/a GENERAL HEALTH TECHNOLOGIES, LIMITED, LLC, K JAM MEDIA, INC., GEROVA MANAGEMENT, INC. and JOHN DOE(S) 1-10, Defendants. -----------------------------------------------------------------------x Index No. 653468/2015 IAS Part 54 Kornreich, J SUBPOENA DUCES TECUM THE PEOPLE OF THE STATE OF NEW YORK TO Bankwell f/k/a Bank of New Canaan 208 Elm St. New Canaan, CT 06840 WE COMMAND YOU, pursuant to New York Civil Practice Law and Rules 2302 and 3120, that all business and excuses being laid aside, to produce no later than 4
twenty days after service, at the offices of Susman, Duffy & Segaloff, P.C. c/o Thomas E. Katon, 59 Elm Street, New Haven, CT 06507-1684 the documents or objects described in the annexed Attachment A by reference incorporated herein (the Subpoena ). NOW TAKE FURTHER NOTICE that false swearing or failure to comply with the Subpoena is punishable as a contempt of court. Dated November 16, 2017 KAPLAN RICE LLP Howard J. Kaplan Michelle A. Rice Joseph A. Matteo 142 West 57th Street, Suite 4A New York, New York 10119 (212) 235-0300 By /s/ Howard J. Kaplan Howard J. Kaplan Attorneys for Wimbledon Financing Master Fund, Ltd. (In Official Liquidation), as assignee of Weston Capital Partners Master Fund II, Ltd. 5
ATTACHMENT A The following Definitions and Instructions apply to the Subpoena Duces Tecum. DEFINITIONS A. Account or Accounts shall mean any bank account, securities account, account receivable, account payable, credit account, or any other formal relationship established between You and any other party involving payment, receipt, transfer, or investment of money or Assets. B. The terms all and any shall be read and applied as though interchangeable, and shall be construed as all, any, each, and every. C. The terms and and or shall be read and applied as though interchangeable, and shall be construed conjunctively or disjunctively as necessary to make the question inclusive rather than exclusive. D. Asset or Assets shall mean any item of present or future economic value, including, but not limited to, cash, securities, accounts receivable, inventory, equipment, real estate, vehicles or other personal property, deferred assets including expenditures, Interest and insurance, and intangible assets including intellectual property and goodwill. E. Bankwell shall mean Bankwell, formerly known as Bank of New Canaan, all of its direct and indirect subsidiaries, divisions, predecessors, successors, past and present affiliates, parents, divisions, departments, organizational and operating units, and their respective members, partners, shareholders, directors, officers, managers, agents, consultants, accountants, employees, representatives, legal counsel or contractors. 1
F. Communication shall mean any transmission or exchange of information, whether written, oral, electronic, non-electronic, recorded, graphic, or in any other medium, and whether formal or informal. G. Concerning shall mean relating to, referring to, reflecting, describing, evidencing, indicating, containing, demonstrating, supporting, or constituting. H. Documents is used in its customarily broad sense to include, by way of illustration only and not by way of limitation, all written or graphic matter of every kind or description, whether printed or reproduced by any process, or written or produced by hand, whether final or draft, original or reproduction, whether or not claimed to be privileged or otherwise excludable from discovery, whether in your actual or constructive possession, custody, or control, including but not limited to letters, correspondence, e- mails, memoranda, notes, films, tapes, transcripts, contracts, agreements, advertisements, periodicals, desk calendars, telephone records, text messages, appointment books, telexes, graphs, charts, photographs, microfilm or microfiche, data print-out and computations, work papers, spreadsheets, accounting and financial records, bank statements, invoices, statements, ledgers, journal entries, tax returns, income statements, balance sheets, cash-flow statements, reports or summaries of investigations or opinions, all reports of consultants or any other data compilations or information resources from which information can be obtained or transferred. Documents also means electronic documents including all digital or analog electronic files, metadata, deleted data or fragmented data, stored and/or maintained in machine-readable format on any electronic device including magnetic, optical, or other storage media, including servers, online storage, hard drives or floppy disks used on any desktop computer, laptop, or workstation 2
and any backup media. Documents also includes the original of any document in whatever form or media in which it may exist and all copies of such documents, including copies of documents the originals of which are not in your possession, and copies or reproductions of all of the foregoing upon which notations and writings have been made that do not appear on the original. I. To identify means to give, to the extent known, the person s full name, present or last known address, and when referring to a natural person, additionally, the present or last known place of employment. J. Interest shall mean any partial or total ownership of, interest in or right to any Asset or other property, or use thereof, whether real or personal. K. Person shall mean any individual, corporation, partnership, business organization, association, or other entity. L. You and Your shall mean Bankwell. M. All references to the singular shall be construed to include the plural and all references to the plural shall be construed to include the singular. N. All references to an individual Person shall include that Person s agents, representatives, employees, legal counsel, heirs, assigns, and any other person or entity acting or purporting to act on behalf of that Person. O. All references to a Person that is a corporation, partnership, business organization, association, or other entity shall include that Person s direct and indirect subsidiaries, divisions, predecessors, successors, past and present affiliates, parents, divisions, departments, organizational and operating units, and their respective members, 3
partners, shareholders, directors, officers, managers, agents, consultants, accountants, employees, representatives or legal counsel. INSTRUCTIONS A. These Instructions and the questions and requests that follow shall be read, interpreted, and responded to in accordance with the Definitions set forth above, unless the context of a question or request indicates otherwise. B. These questions and requests are continuing and to the extent that Your answers may be supplemented or otherwise modified by information acquired by You subsequent to Your answers hereto, You are promptly to serve appropriate supplemental answers or produce supplemental documents. C. If You are unable to answer any question completely, answer to the extent possible and set forth the reasons for Your inability to answer more fully. D. If objection is made to part of a question or request, the part shall be specified and an answer provided to the remaining parts of the question or request. E. Where a question asks for any specific information, if the precise specific information is unknown to You, please approximate the information requested as precisely as You are reasonably capable of doing, and indicate that You have done so. F. Any ambiguity or perceived ambiguity in a question or request should be resolved such that each question or request is read to be seeking the most information, and such that any information, document, or part of a response that could potentially be called for by any possible meaning of the question or request should be set forth in the answer to the question or produced. G. If any answer or part of any answer called for by these questions or 4
requests is withheld by You under a claim of privilege or other protection, a list is to be furnished identifying, for each such answer or response 1. The reason for withholding, including a statement constituting the basis for any claim of privilege, work product, or other ground of nondisclosure; and 2. A brief description of the subject matter of the communication or withheld item, including the date and time of the Communication; the length of the Communication; the identity of the persons or parties to the Communication; present or last known location of the persons or parties to the Communication; and the question number of this information subpoena to which the Communication relates. H. Unless otherwise specified, the time period for each request is from January 1, 2009 to the present. 5
DOCUMENTS TO BE PRODUCED 1. All account opening documents and account authorizations, signature cards and changes thereto for any Account that the following owned, maintained, had signing authority for or had an Interest in from January 1, 2009 through the present a. Weston Capital Asset Management LLC; b. Weston Capital Management LLC; c. Weston Capital Management NY LLC; d. The Wimbledon Fund, SPC on behalf of Class C Segregated Portfolio. e. Albert Hallac, his spouse (Carol Hallac) and any immediate family members; f. Purple Box LLC; g. Keith Wellner, his spouse (Randy Wellner) and any immediate family members; h. David Bergstein, his spouse (Sara Bergstein) and any immediate family members, including Sarah Bergstein; i. Joseph Bianco, his spouse and any immediate family members; j. Cyrano Group Inc.; k. DPRE Enterprises LLC; l. Jason Galanis, his spouse (Monet Berger) and any immediate family members; m. Gerova Financial Group, Ltd.; n. Gerova Management Inc.; o. Gion Funding Settlements, Inc.; p. Graybox LLC; q. Gary Hirst, his spouse and any immediate family members; r. Iskra Enterprises, LLC; s. Kiarash Jam, his spouse and any immediate family members; 6
t. K Jam Media, Inc.; u. Paul Parmar, his spouse and any immediate family members; v. Eugene Scher, his spouse and any immediate family members; w. Swartz IP Services, Inc.; x. Weston-Atlas Partners LLC; 2. Monthly Account statements, check images and wire transfer records for any Account identified in response to Request No. 1, reflecting all transactions and underlying transfers in such Account. 3. All communications concerning any accounts identified in response to Request No. 1. 4. All reports, notifications and/or investigations concerning any of the accounts or persons identified in response to Request No. 1. 5. All communications with Cole Schotz or Michael Pearson, or their respective representatives or agents. 7