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651538/2018
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Exhibit A
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Page 1

C O N F I D E N T I A L
TRANSCRIPT DISCLAIMER:
In compliance with the Confidentiality
Order granted by the Court in this case, and
the requested designation by the Parties,
the following Transcript and attached,
marked Exhibits are to remain confidential
until otherwise noted.

- o 0 o -
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Page 2 Page 3
1 1 Confidential
2 SUPREME COURT OF THE STATE OF NEW YORK
2 (This transcript has been 3 COUNTY OF NEW YORK
3 Deemed Confidential by 4 ---------------------x
4 The Reporter, at the 5 DANCO ENTERPRISES, LLC, WANTICKETS RDM, LLC,
WANTMCS HOLDINGS, LLC, and JOSEPH SCHNAIER,
5 Request of the Parties, 6
6 As of October 22, 2020.) Plaintiff,
7 7
-against- Index No.:
8 -o0o- 8 651538/2018
9 9 LIVEXLIVE MEDIA, INC., f/k/a LOTON CORP.,
10 LIVEXLIVE TICKETS, INC., ROBERT S. ELLIN,
11 10 ALEC ELLIN, BLAKE INDURSKY, COMPUTERSHARE
TRUST COMPANY, N.A., CL, LLC, d/b/a LIGHT
12 11 NIGHTCLUB, and CDBC, LLC, D/B/A DAYLIGHT
13 BEACH CLUB,
14 12
Defendants.
15 13 - - - - - - - - - - - - - - - - - - - - - -x
16 14 CONFIDENTIAL VIDEOTAPED DEPOSITION
17 15 OF
16 ROB ELLIN
18 17
19 18
20 19 Reported by: Robin LaFemina
20 Job No.: 647526
21 21
22 22
23 23
24 MAGNA LEGAL SERVICES
24 (866) 624-6221
25 25 www.MagnaLS.com
Page 4 Page 5
1 Confidential 1 Confidential
2 2 A P P E A R A N C E S:
3 3
4 October 22, 2020 4 SCHLAM STONE & DOLAN, LLP
5 10:19 a.m. 5 Attorneys for Plaintiff
6 6 26 Broadway, 19th Floor
7 7 New York, New York 10004
8 Confidential Videotaped Deposition 8 BY: JOSHUA WURTZEL, ESQ.
9 of ROB ELLIN, taken pursuant to Order, held 9 [email protected]
10 via Zoom Video Communications on behalf of 10 (Present via videoconference)
11 Schlam Stone & Dolan, LLP, commencing 11
12 October 22, 2020, at 10:19 a.m., before 12 LAW OFFICES OF STEVEN D. ISSER
13 Robin LaFemina, a Registered Professional 13 Attorneys for Defendants
14 Reporter, Certified LiveNote Reporter and 14 1359 Broadway, Suite 2001
15 Notary Public. 15 New York, New York 10018
16 16 BY: STEVEN D. ISSER, ESQ.
17 17 [email protected]
18 18 (Present via videoconference)
19 19
20 20 ALSO PRESENT:
21 21 JOHN VITALE, Videographer
22 22
23 23
24 24
25 25

2 (Pages 2 to 5)
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Page 6 Page 7
1 Confidential 1 Confidential
2 STIPULATIONS 2 right of a person to apply for appropriate
3 3 relief pursuant to Article 31 of the
4 IT IS HEREBY STIPULATED AND AGREED by 4 C.P.L.R.
5 and between the attorneys for the respective 5 Every objection raised during a
6 parties herein as follows: 6 deposition shall be stated succinctly and
7 All rights provided by the C.P.L.R. 7 framed so as not to suggest an answer to the
8 and Part 221 of the Uniform Rules for the 8 deponent and, at the request of the
9 Conduct of Depositions, including the right 9 questioning attorney, shall include a clear
10 to object to any question except as to form, 10 statement as to any defect in form or other
11 or such other irregularity that would be 11 Basis of error or irregularity. Except to
12 waived if not interposed, or to move to 12 the extent permitted by C.P.L.R. Rule 3115
13 strike any testimony at this examination is 13 or, by this Rule, during the course of the
14 reserved. 14 examination persons in attendance shall not
15 No objections shall be made at a 15 make statements or comments that interfere
16 Deposition except those which, pursuant to 16 with the questioning.
17 subdivision (b), (c), or (d) of Rule 3115 of 17 A deponent shall answer all questions
18 The Civil Practice Law and Rules, would be 18 at a deposition, except (i) to preserve a
19 Waived if not interposed, and except in 19 privilege or right of confidentiality, (ii)
20 Compliance with subdivision (e) of such 20 to enforce a limitation set forth in an
21 Rule. All objections made at a deposition 21 order of a court, or (iii) when the question
22 shall be noted by the officer before whom 22 is plainly improper and would, if answered,
23 the deposition is taken, and the answer 23 cause significant prejudice to any person.
24 shall be given and the deposition shall 24 An attorney shall not direct a deponent
25 proceed subject to the objections and to the 25 not to answer except as provided in C.P.L.R.
Page 8 Page 9
1 Confidential 1 Confidential
2 Rule 3115 or this subdivision. Any refusal 2 under oath shall have the same force and
3 to answer or direction not to answer shall 3 effect as if it were given in person.
4 be accompanied by a succinct and clear 4
5 statement of the basis therefore. If the 5 -o0o-
6 deponent does not answer a question, the 6
7 examining party shall have the right to 7
8 complete the remainder of the deposition. 8
9 An attorney shall not interrupt the 9
10 deposition for the purpose of communicating 10
11 with the deponent unless all parties 11
12 consent, or the communication is made for 12
13 the purpose of determining whether the 13
14 question should not be answered on the 14
15 grounds set forth in Section 221.2 of these 15
16 Rules and, in such event, the reason for the 16
17 communication shall be stated for the record 17
18 succinctly and clearly. 18
19 Due to COVID-19 social distancing 19
20 protocols, all parties waive the 20
21 administration of this proceeding with the 21
22 Notary and the Witness at the same physical 22
23 location, and, therefore, consent to moving 23
24 forward with the proceeding remotely, and 24
25 that the testimony provided by the Witness 25

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Page 10 Page 11
1 Confidential 1 Confidential
2 THE VIDEOGRAPHER: Okay. We are 2 Steve.
3 now on the record. This begins media 3 MR. ISSER: Steven Isser for
4 number 1 in the deposition of Rob Ellin 4 defendants.
5 in the matter of Danco Enterprises, LLC 5 MR. WURTZEL: Good morning.
6 et al. versus LiveX or LiveXLive Media, 6 Joshua Wurtzel from Schlam Stone &
7 Inc., et al. Today is Thursday, 7 Dolan for the plaintiffs.
8 October 22, 2020. The time is 10:19 a.m. 8 THE VIDEOGRAPHER: Will the
9 This deposition is being taken 9 court reporter please swear in the
10 remotely at the request of Schlam Stone 10 witness.
11 & Dolan LLP. 11 ROBERT ELLIN,
12 The videographer is John Vitale 12 the Witness herein, after having
13 of Magna Legal Services and the court 13 been first duly sworn by a Notary
14 reporter is -- 14 Public of the State of New York,
15 THE REPORTER: Robin LaFemina. 15 remotely, via Zoom Video
16 THE VIDEOGRAPHER: I'm sorry? 16 Communications, was examined and
17 THE REPORTER: Robin LaFemina. 17 testified as follows:
18 THE VIDEOGRAPHER: Okay. Of 18 THE VIDEOGRAPHER: Okay.
19 Magna Legal Services. 19 Proceed.
20 Will counsel and all parties 20 MR. WURTZEL: Could we just have
21 present please state their appearances 21 the witness -- I can't -- it's very
22 and whom they represent. 22 dark. I don't know if the light is out
23 MR. WURTZEL: Joshua -- 23 or --
24 MR. ISSER: Steven Isser -- 24 THE WITNESS: The lights are on.
25 MR. WURTZEL: Sorry. Go ahead, 25 MR. WURTZEL: Mr. Ellin, can you
Page 12 Page 13
1 Confidential 1 Confidential
2 turn the light on or -- it's very dark 2 THE WITNESS: No. Thanks.
3 seeing you. 3 MR. WURTZEL: John, do you have
4 THE VIDEOGRAPHER: Mr. Ellin, 4 a clear picture?
5 could you possibly face a window maybe, 5 THE VIDEOGRAPHER: Yes, I do.
6 an open window, a window with the shade 6 Clear picture.
7 open, get some light on your face? 7 MR. WURTZEL: And just before
8 THE WITNESS: I can try to add 8 we begin, I will state, as we've done I
9 some light. 9 think for all the other depositions in
10 THE VIDEOGRAPHER: That's 10 this case, this deposition is being
11 better. That's better right there. 11 conducted remotely in accordance with
12 THE WITNESS: Yeah, but I'm not 12 an Order of the court in this action.
13 standing, dude. 13 All parties agree -- well, I'm going
14 MR. ISSER: You're not standing 14 to request that all parties state on
15 for the entire deposition. 15 the record their agreement that even
16 THE WITNESS: Yeah, so -- 16 though this deposition is being taken
17 MR. WURTZEL: If that's the best 17 place by Zoom, none of us are in the
18 you can do, hopefully that's better. 18 same room, perhaps not even in the same
19 THE VIDEOGRAPHER: Mr. Ellin, if 19 state, the deposition for all purposes
20 it's possible for video sake, could you 20 will be deemed as having occurred in
21 possibly turn your phone to the side so 21 person in New York State on behalf of
22 we get a -- more of a horizontal view of 22 plaintiffs, I agree, and I would just
23 you? 23 ask Mr. Isser to state his agreement as
24 That's all right. Whatever 24 well.
25 you're comfortable with. Thank you. 25 MR. ISSER: Agreed.

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Page 14 Page 15
1 Ellin - Confidential 1 Ellin - Confidential
2 EXAMINATION BY 2 confidential?
3 MR. WURTZEL: 3 MR. ISSER: Right now everything
4 Q. Good morning, Mr. Ellin. 4 is confidential to the extent you're
5 MR. ISSER: Wait. Sorry. Josh, 5 going to get testimony on it. I mean,
6 before we start. I just want to state 6 it's interesting you ask this question
7 for the record defendants are 7 now. At the last deposition, we marked
8 designating the transcript, videotape 8 every deposition confidential and --
9 of the deposition and all the exhibits 9 MR. WURTZEL: I'm not talking
10 to the deposition as Confidential 10 about the deposition. Well, look, I
11 pursuant to the Confidentiality Order 11 don't want to make this an issue.
12 in this case, whatever its formal title 12 I think we've lost the witness.
13 might be. 13 All right.
14 Okay. 14 CONTINUED BY MR. WURTZEL:
15 MR. WURTZEL: Okay. And, Steve, 15 Q. Mr. Ellin, good morning. Could
16 I'm not sure it will -- I'm not sure it 16 you please state your full name and home
17 will make any difference or if there 17 address for the record?
18 are any that fit, well, there are that 18 A. Robert Ellin, 629 North Oakhurst
19 fit into this bucket, but to the extent 19 Drive, Beverly Hills, California.
20 a document is not already marked as 20 Q. And are you currently employed?
21 confidential, are you marking it as 21 A. Yes.
22 confidential? Like, for example, the 22 Q. Who is your employer?
23 Complaint are public filings. Are you 23 A. I'm the chairman of LiveXLive
24 marking that as confidential or only 24 Media.
25 things that have been marked 25 Q. Would that be LiveXLive Media,
Page 16 Page 17
1 Ellin - Confidential 1 Ellin - Confidential
2 Inc.? 2 Q. Yes. What do you mean by music
3 A. Correct. 3 media company?
4 Q. And that's a defendant in this 4 A. They do --
5 lawsuit; correct? 5 MR. ISSER: Objection to form.
6 A. Correct. 6 A. They do music -- music videos.
7 Q. And other than chairman, do you 7 Q. Okay.
8 have any other title at LiveXLive Media, Inc.? 8 And do they -- what do you mean
9 A. Yes. I'm the CEO as well. 9 when you say they do music videos?
10 Q. Do you have any other titles? 10 MR. ISSER: Objection to form.
11 A. No. 11 A. They place music videos across
12 Q. Are you an officer of a company 12 different distribution platforms.
13 called LiveXLive Tickets, Inc.? 13 Q. And what is an OTT streaming
14 A. That's a good question. I'm not 14 service?
15 sure. 15 MR. ISSER: Objection to form.
16 Q. Are you a director of that 16 A. It's an over the top channel to
17 company? 17 watch contents similar to cable over digital.
18 A. I'm not sure. 18 Q. What does that mean over the top
19 Q. Sir, can you tell me what Qello 19 channel?
20 is, spelled Q-E-L-L-O? 20 A. I don't know. What is the
21 MR. ISSER: Objection to form. 21 question?
22 A. It's a music media company. 22 MR. WURTZEL: Can you read back
23 Q. What do you mean by that? 23 the question?
24 MR. ISSER: Objection to form. 24 A. It's a digital channel, like a
25 A. It's a music media company. 25 cable channel, digital.

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Page 18 Page 19
1 Ellin - Confidential 1 Ellin - Confidential
2 Q. Okay. My -- you used the term 2 going to mark Tab 7 as Ellin Exhibit 1.
3 over the top channel, so I'm asking what 3 A. I don't see numbers. Let's see.
4 that term specifically means. 4 7? But they're not in order. I see Tab 1,
5 A. A digital channel. 5 then Tab 10. I don't see a 7.
6 Q. And is either today or at any 6 Q. If you download them, they
7 time was Qello one of the world's leading 7 should all sort, but the Dropbox might sort
8 over the top channel streaming services? 8 in a different way, so it's there.
9 MR. ISSER: Objection to form 9 A. Yeah, I don't see a 7. I see 1,
10 and other objections. You can answer. 10 then I see 10.
11 A. I don't know if it was a 11 MR. WURTZEL: Steve, did you
12 leading. There was -- I don't know what 12 send the documents to him?
13 leading would mean. It's a -- it's an over 13 MR. ISSER: I sent him the link.
14 the top -- over the top top channel that is 14 I mean, obviously --
15 a small, small company that had a decent 15 A. I'm on your link, but it doesn't
16 amount of music videos. 16 have 7. There's Tab 1 and then Tab 10.
17 Q. Let's take a look at -- Mr. 17 MR. ISSER: So there's only two
18 Ellin, your counsel should have provided you 18 documents?
19 with a set of documents, they're labeled -- 19 THE WITNESS: No. It goes 1,
20 they are all PDFs and they're labeled by tab 20 10, 11, 12, 13, and it goes to --
21 number 1 through 40. I'm going to ask you 21 MR. ISSER: Going down, Rob,
22 to refer to documents throughout the 22 maybe if you can put it in alphabetical
23 deposition. Then we'll mark the deposition -- 23 order.
24 we'll mark each document as an exhibit, so 24 THE WITNESS: I have no idea how
25 I'd like you to open up Tab 7 and we're 25 you put them in alphabetical order, but
Page 20 Page 21
1 Ellin - Confidential 1 Ellin - Confidential
2 it goes to like 50, but there's 2 downloaded it. I don't see 7.
3 nothing -- there's nothing from -- in 3 MR. WURTZEL: Why don't we go
4 between 1 and 12. 4 off the record, Steve, and you can send
5 Q. Why don't you do a Control F for 5 the documents that the witness is not
6 Tab 7. If not, we'll have to resend them 6 able to find. Maybe you can send those
7 although they were sent, so. . . 7 by e-mail or in some other way.
8 A. I'm looking at it now, I have 8 MR. ISSER: Actually, Rob, I'll
9 your thing, but it doesn't have, and I 9 send -- what are you missing? 2 through
10 downloaded them, it goes from 1 to 10. I 10 7, Rob?
11 don't see 2 through 7. It looks like the 11 THE WITNESS: It looks like 2
12 rest are in order. Actually Tab 2 looks 12 through 9 is missing actually.
13 like it's way further down. The rest look 13 MR. ISSER: All right. Let's
14 like they're pretty much in order, but 14 see if I can send -- if I can send it
15 there's nothing 2 through 9. 15 in one e-mail, I'm just going to attach
16 Q. Could you do a search for Tab 7? 16 those documents. 2 through 9?
17 And if you download them, I'm positive that 17 MR. WURTZEL: I can -- Steve, I
18 they would sort, but if you haven't 18 can send them to you if you don't have
19 downloaded them, then -- 19 them.
20 MR. WURTZEL: And Steve, do you 20 MR. ISSER: I mean, I have them
21 have Tab 7? 21 from what you sent, so it looks like --
22 MR. ISSER: I do. 22 MR. WURTZEL: All right, so --
23 MR. WURTZEL: So it's definitely 23 THE WITNESS: It looks like I
24 there. 24 have 2, but way further down.
25 A. I don't see it. I just 25 MR. WURTZEL: Let's go off the

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Page 22 Page 23
1 Ellin - Confidential 1 Ellin - Confidential
2 record while you do this. We don't 2 e-mail to Mr. Schnaier on December 25, 2016?
3 need to take up the record lines. 3 A. It looks that way.
4 THE VIDEOGRAPHER: Okay. We are 4 Q. So I'm going down to about three
5 going off the record temporarily at 5 quarters of the way down on the first page,
6 10:30 a.m. Stand by. 6 do you see in bold it says Qello Concerts?
7 (Whereupon, a discussion was 7 A. Yeah.
8 held off the record.) 8 Q. Did you draft this e-mail?
9 THE VIDEOGRAPHER: We are now on 9 A. I don't know.
10 the record 10:33 a.m. 10 MR. ISSER: Objection to form.
11 CONTINUED BY MR. WURTZEL: 11 A. I don't know. It's a long time
12 Q. All right. Mr. Ellin, I've just 12 ago.
13 asked you to pull up Tab 7, which we're 13 Q. If you hadn't drafted it, would
14 marking as Ellin Exhibit 1. 14 there have been anyone else that you would
15 (Ellin Exhibit 1, 12/25/16 15 have asked to draft it?
16 e-mail from Rob Ellin to Joe Schnaier, 16 MR. ISSER: Objection. Calls --
17 marked for identification, as of this 17 A. I mean, it could have been
18 date.) 18 anyone --
19 Q. Do you see at the top, the text 19 MR. ISSER: Let me get my
20 is a little small, but it says that Ellin 20 objections in, Rob, before you answer.
21 Exhibit 1 is an e-mail that you sent to Joe 21 THE WITNESS: Yeah. Go ahead.
22 Schnaier on December 25, 2016. 22 MR. ISSER: Objection, calls for
23 Do you see that? 23 speculation. You can answer.
24 A. I see it. 24 A. I don't know. It could have
25 Q. Did you, in fact, send this 25 been someone on my team.
Page 24 Page 25
1 Ellin - Confidential 1 Ellin - Confidential
2 Q. Did you review this e-mail 2 with it, as of December 25, 2016, was that
3 before you sent it? 3 an accurate description of Qello?
4 A. I don't remember. 4 A. You'd have to --
5 Q. Is it your normal practice to 5 MR. ISSER: Objection to form.
6 review e-mails before you send them regardless 6 A. You'd have to ask them.
7 of whether you draft them or someone else 7 Q. Well, I'm asking you and if you
8 drafts them? 8 don't know whether it was an accurate
9 A. Obviously. 9 description, that's fine --
10 MR. ISSER: Objection to form. 10 A. I don't know.
11 Q. Is there anything in this e-mail 11 Q. -- you can say so.
12 that's incorrect? 12 A. I don't know.
13 A. I don't know yet. What's your 13 Q. Did LiveXLive media ever close a
14 question? 14 deal with Qello?
15 Q. So underneath where it says 15 A. No.
16 Qello Concerts on the first page, you wrote, 16 Q. Did LiveXLive media ever execute
17 "World's leading OTT streaming service for 17 a contract with Qello?
18 full-length catalogued concerts and music 18 MR. ISSER: Objection to form.
19 document risk on-demand." 19 A. Yes, there was LOIs between the
20 Is that an accurate description 20 companies and extensive negotiations and
21 of the company Qello at least as of December 21 meetings on merging Qello into LiveXLive.
22 25, 2016? 22 Q. So you mentioned that there were
23 A. I would believe that that is 23 LOIs. What is an LOI?
24 their tag line from their deck. 24 A. You're a lawyer; right? You
25 Q. So putting aside who came up 25 know what a Letter of Intent is; right? I

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1 Ellin - Confidential 1 Ellin - Confidential
2 mean, I know what your job is; right? 2 A. There was very active negotiations,
3 Q. So is it your testimony that an 3 extensive negotiations to merge Qello into
4 LOI is a Letter of Intent? 4 LiveXLive.
5 A. Yes, it is. 5 Q. So my initial question was
6 Q. And what is a Letter of Intent? 6 whether LiveXLive Media ever executed a
7 A. I don't know. You tell me. 7 contract with Qello and you said yes --
8 Q. I'm not the witness. You're the 8 A. No.
9 witness. Do you know what a Letter of 9 Q. -- then you said there weren't.
10 Intent is? 10 A. No, I said no.
11 MR. ISSER: Objection to form. 11 MR. ISSER: Objection to form.
12 Objection, calls for a legal conclusion. 12 Objection to the extent it
13 A. Yeah, Letter of Intent was 13 mischaracterizes his testimony.
14 intention to move forward with a deal or 14 MR. WURTZEL: Steve, please limit
15 transaction together. 15 the objections to form. The witness
16 Q. Okay. 16 can clarify if I'm mischaracterizing
17 And did LiveXLive, you said 17 his testimony.
18 there were several letters of intents 18 MR. ISSER: I will make the same
19 between LiveXLive Media and Qello. Did 19 objections you made during Mr. Schnaier's
20 Qello ever send LiveXLive Media a Letter of 20 deposition.
21 Intent? 21 A. Yeah, I was crystal clear that
22 MR. ISSER: Objection to form. 22 we did not sign a transaction. We negotiated
23 A. I don't know which side sent to 23 a transaction, but never signed one.
24 the other. 24 Q. Okay.
25 Q. Okay. 25 So I'm just looking back at the
Page 28 Page 29
1 Ellin - Confidential 1 Ellin - Confidential
2 testimony. The question was: Did LiveXLive 2 Intent that went back and forth. So there
3 Media ever execute a contract with Qello and 3 were multiple drafts.
4 you said yes, there was LOIs between the 4 Q. And was there a final Letter of
5 companies and extensive negotiations and 5 Intent that was executed by both parties?
6 meetings on merging Qello into LiveXLive. 6 MR. ISSER: Objection. Asked
7 So there might have been some confusion. So 7 and answered.
8 I'm going to ask now the question: Did 8 A. No.
9 LiveXLive Media ever execute a contract with 9 Q. Did you ever tell Joe Schnaier
10 Qello? 10 that you had entered into a contract with --
11 A. No. 11 that LiveXLive Media had entered into a
12 MR. ISSER: Objection to form. 12 contract, in a deal with Qello?
13 Objection, asked and answered. 13 A. No.
14 MR. WURTZEL: You got the 14 Q. Did you ever tell Joe Schnaier
15 answer, Robin? 15 that LiveXLive Media was closing a deal with
16 A. No. 16 Qello?
17 THE REPORTER: Yes, I did. 17 A. No.
18 Q. Did LiveXLive Media ever execute 18 Q. Let's look at Tab 39 and we're
19 a term sheet with Qello? 19 going to mark Tab 39 as Ellin Exhibit 2.
20 MR. ISSER: Objection to form. 20 (Ellin Exhibit 2, two-page pdf
21 A. No. 21 of text exchanges, marked for
22 Q. And the Letters of Intent that 22 identification, as of this date.)
23 you referenced before, was there more than 23 Q. Mr. Ellin, Ellin Exhibit 2 is a
24 one Letter of Intent or was it just one? 24 two-page PDF of text exchanges. The top
25 A. It was a negotiated Letter of 25 left, the messages on the left say that

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1 Ellin - Confidential 1 Ellin - Confidential
2 they're from Rob Ellin and has a phone 2 either.
3 number of (310)529-2500. Is that your phone 3 Q. So I'm looking at the second
4 number? 4 page of --
5 A. Correct. 5 A. Okay.
6 MR. ISSER: Just one second. 6 Q. -- of Ellin Exhibit 2.
7 Josh, was this document produced? 7 Do you see them now?
8 MR. WURTZEL: So there was an 8 A. Yeah. Now, I see them. Yeah.
9 ES -- in the ESI protocol there was 9 Q. All right.
10 agreement between the parties that text 10 And looking at the exchange,
11 messages between the two of them did 11 let's actually look at the first page, I'm
12 not have to be produced and that was 12 looking at the fifth message down from the
13 something that was carved out. Whether 13 top on the first page dated February 15,
14 it was produced, it may or may not have 14 2017. You write: Call me must get done
15 been, I don't know, but that's the 15 ASAP.
16 history of it. 16 And then the next message on
17 MR. ISSER: All right. 17 February 16, 2017 you write: Hello game
18 Q. And, Mr. Ellin, looking at the 18 time tonight. Great day with SFX.
19 second page, there are messages in green on 19 And then three messages down
20 the right-hand side and they say that 20 further on February 19, 2017, you write:
21 they're coming from a number (917)952-2635. 21 Assuming win lawsuit Joe get all money paid
22 Do you know who that is? 22 back.
23 A. No. 23 And then on the second page,
24 Q. So let's look at -- 24 there are messages from this 917 number.
25 A. I don't see the ones in green 25 Do you recall that these text
Page 32 Page 33
1 Ellin - Confidential 1 Ellin - Confidential
2 messages were with Joe Schnaier? 2 text message to Mr. Schnaier?
3 A. I mean, I don't remember them, 3 MR. ISSER: Objection to form.
4 but go ahead. 4 A. I don't remember, but it's
5 Q. Do you have any reason -- 5 possible.
6 A. I mean, it looks like -- 6 Q. What's possible?
7 Q. -- to believe they're not with 7 A. I mean, it looks like it's from
8 Joe Schnaier? 8 me.
9 A. No, they look like they're with 9 Q. My question is whether you have
10 Joe Schnaier. 10 any specific reason sitting here today that
11 Q. Okay. And I'll represent to you 11 you did not send that text message.
12 that that is Mr. Schnaier's cell phone 12 A. No.
13 number as well. 13 Q. So when you told me before that
14 A. Okay. 14 you did not tell Mr. Schnaier that LiveXLive
15 Q. So I am looking on the second 15 Media was closing a deal with Qello, that
16 page of Ellin Exhibit 2, the third message 16 was inaccurate; correct?
17 from the top on the left, and this looks 17 MR. ISSER: Objection to form.
18 like it was sent on February 21, 2017. Do 18 A. No, it's not inaccurate. It's
19 you see that you write to Mr. Schnaier hurry 19 not inaccurate. We were very close to
20 closing Qello than SFX? 20 signing a Letter of Intent and then it
21 MR. ISSER: Objection. 21 didn't happen and your client is a
22 Q. Do you see that? 22 30-plus-year veteran of the public markets
23 A. I see it. 23 and knows very clearly it didn't happen
24 Q. Do you have any reason to 24 because he's run brokerage firms, he's got a
25 believe that you did not in fact send that 25 Series 7, Series 63 before he was thrown out

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2 of the industry for life. Right? He's an 2 You mentioned before I don't know what it
3 expert invested, as he told me, in over a 3 means closing Qello in a text. What do you
4 hundred deals. He clearly knows when a deal 4 mean when you refer to communication, quote,
5 happens, when it doesn't because it would 5 in a text?
6 have been filed in a press release and it 6 MR. ISSER: Objection to form.
7 would have been filed in 10-Qs and 10-Ks. 7 A. Yeah, I mean, this is a text
8 Q. So, Mr. Ellin, I asked you 8 message that I assume we believed we were
9 before: Question: Did you ever tell Joe 9 going to close the deal, it didn't close,
10 Schnaier that LiveXLive Media was closing a 10 and Mr. Schnaier was on texts and calls on a
11 deal with Qello? And you said no. 11 regular basis and was hearing updates of
12 Now looking at this text 12 things that were happening, could happen,
13 exchange in which you wrote to Mr. Schnaier 13 and would happen. This is one that didn't
14 hurry closing Qello, was your prior 14 happen.
15 testimony about -- was your prior testimony 15 Q. Okay.
16 incorrect? 16 So are you drawing a distinction
17 A. I don't -- 17 between the seriousness or the significance
18 MR. ISSER: Objection to form. 18 of communications made through text message
19 A. I don't know what, in a text, 19 versus through other means?
20 what closing Qello means, but if you're 20 MR. ISSER: Objection to form.
21 asking did an acquisition happen, no, it 21 Objection to the extent it
22 never -- the acquisition never closed. 22 mischaracterizes his testimony.
23 Q. So I'm not asking whether the 23 A. Well, first of all, you know, as
24 acquisition closed. My question 24 you know, as an attorney, because I know
25 specifically -- well, let me ask you this. 25 you're smart enough to figure this out,
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2 closing and closed are two very different 2 A. No. I'm drawing the
3 words. Right? So you don't see it's 3 differential between closing and closed.
4 closed; right? So it's a possibility of 4 All right? So Mr. Schnaier and I had
5 closing. So the potential of something 5 regular conversations of things that he was
6 happening versus it happening are very 6 closing that didn't close like his
7 different. So it's a transaction that never 7 partnerships with Hard Rock and Caesars and
8 closed. 8 all the other things that he had and we
9 Q. So my question was: Are you 9 talked through on a regular basis, whether
10 drawing a distinction between the 10 by text or by e-mail, of things that were
11 seriousness or the significance of 11 potentially going to happen, and, again,
12 communications made through text message 12 closing versus closed are two very
13 versus through other means? Can you please 13 different, and for a sophisticated investor
14 answer that question? 14 like your client, he knows that anything
15 MR. ISSER: Objection to form. 15 that closed would have been announced in a
16 A. I don't even know how to answer 16 press release, would have been filed
17 that. All right? The answer to that is 17 publicly, would have been in 10-Qs and
18 very simply is the transaction did not close. 18 10-Ks, so even before he was thrown out of
19 Q. Okay. 19 the industry for life for illegally selling
20 You said before I don't know 20 stock, all right, he's, as he's told me,
21 what this means in a text message, so I'm 21 done well over a hundred public transactions.
22 trying to understand, are you drawing some 22 He is very clear on reading, you know,
23 distinction between something you say in a 23 filings on what is public and what is not.
24 text message versus something you say in 24 So yes, I would differentiate between an
25 some other means of communication? 25 actual closing and what is filed publicly

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2 and is actually announced publicly versus 2 understanding would have to be required
3 things that potentially could happen. 3 within a number -- would have to be publicly
4 Q. How quickly -- what is your 4 filed in an SEC filing within a number of
5 understanding regarding how quickly after a 5 days of occurring; is that right?
6 deal closes it's required to be publicly 6 MR. ISSER: Objection to form on
7 disclosed in an SEC filing? 7 numerous grounds and objection to the
8 MR. ISSER: Objection to form. 8 extent it calls for a legal conclusion.
9 Objection to the extent it calls for a 9 You can answer.
10 legal conclusion. 10 A. Again, I'm not an attorney, but
11 A. You know, I'm not an attorney, 11 yes. Yes, materiality would typically be
12 but you are, but materiality is typically 12 within a four-day period.
13 within a four-day period that there would be 13 Q. Okay.
14 a public filing of anything of materiality 14 When this lawsuit was filed, the
15 of which Qello would have been material. It 15 initial damages claim was for $26 million.
16 would have come out in the press release, in 16 Do you recall that?
17 an 8-K, it would have been in multiple 10-Qs 17 A. Yes.
18 and 10-Ks, all right, throughout, so as you 18 MR. ISSER: Objection to form.
19 can clearly see and your client can clearly 19 Q. And did LiveXLive Media disclose
20 see, all right, is that none of that was 20 that it had been sued by the plaintiffs in
21 ever filed and that there was a closing of 21 this lawsuit within the 4 or 14 days that
22 Qello. 22 you just referenced?
23 Q. So is it correct that major 23 A. Yeah, I --
24 transactions, major hirings, major lawsuits, 24 MR. ISSER: Objection to form.
25 other types of major events, it's your 25 A. So our attorneys determined even
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2 though you filed this frivolous lawsuit 2 hundred percent sure he didn't, so
3 knowing that the company couldn't be sold to 3 let's have it read back and he can
4 the last four years for anywhere near those 4 answer it.
5 numbers, right, that this was a frivolous 5 MR. ISSER: Rob, I'm going to
6 lawsuit and was not material and they 6 caution you before she reads it back
7 determined, our attorneys determined that it 7 not to discuss conversations with
8 was not material, and, as you know, you know, 8 counsel. You can read it back.
9 in the three sales and deals that Mr. Schnaier 9 (Whereupon, the requested
10 did, there was never a $20 million number, 10 portion of the record was read back
11 and during the time that he owned the 11 by the reporter.)
12 company, the company dropped 80 plus percent 12 MR. ISSER: I will repeat my
13 in revenues and lost a fortune of money and 13 statement that I believe Mr. Ellin's
14 lost their biggest clients. So you filed 14 testimony fully answered the question,
15 this frivolous lawsuit because you knew that 15 but have at it, Josh.
16 he had my stock that would pay you. Otherwise 16 Q. So it's a yes or no. They
17 you wouldn't be sitting here today. Right? 17 either did or they didn't.
18 And that's how you got paid; correct? 18 MR. ISSER: Objection to form.
19 MR. WURTZEL: Robin, can you 19 A. I do not believe that anything
20 please read back the question? The 20 was filed within four days. Again, the
21 witness didn't answer it. 21 attorneys for the company determined there
22 MR. ISSER: I object to that 22 was not material based on -- based on the
23 characterization. I think the witness 23 valuation of the company -- what the value
24 did answer the question. 24 of Mr. Schnaier's assets were. Again, we
25 MR. WURTZEL: Well, I'm a 25 didn't even buy the company. It was only

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2 the assets of the company. So I don't 2 potential acquisition of Qello.
3 believe anything was filed, but it's certainly 3 My question is whether that was
4 filed in the 10-Qs as to materiality. 4 the case as of February 21, 2017.
5 Q. Mr. Ellin, coming back to Ellin 5 A. I don't --
6 Exhibit 2, you were talking about the 6 MR. ISSER: Objection to form.
7 difference between closing Qello and having 7 A. Yeah, I don't remember the dates.
8 closed Qello. What did you mean when you 8 Q. Why didn't you tell Mr. Schnaier
9 told Mr. Schnaier in Ellin Exhibit 2 that 9 that you were sending a Letter of Intent or
10 you were, quote, closing Qello? 10 negotiating a Letter of Intent rather than
11 MR. ISSER: Objection to form. 11 saying you were closing?
12 A. I don't remember exactly, but 12 MR. ISSER: Objection to form.
13 from what I can read here, I would assume 13 A. Again, I don't remember.
14 that we expect -- we had expectations that 14 Mr. Schnaier was very up to speed. We spoke
15 we were going to be able to sign an LOI for 15 on a regular basis. All right? He was very
16 the potential acquisition of Qello, which 16 up to speed as to the status and the
17 does not mean that it was ever going to be 17 discussions on it, and, again, your client
18 acquired, it just means that it was moving 18 is a 30-year veteran who owned a brokerage
19 in the right direction. 19 firm, was licensed with a Series 7, 24,
20 Q. Was that -- was that accurate as 20 managed brokers, did IPOs, claimed to be an
21 of February 21, 2017? 21 expert in reverse mergers, and he understands
22 A. Was what accurate? 22 clearly the difference between an LOI and
23 Q. So you just said: I would 23 closing an acquisition and what would be
24 assume that we had expectations that we were 24 filed in public documents.
25 going to be able to sign an LOI for the 25 Q. So is it correct that there is a
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2 difference between closing a transaction and 2 And, Mr. Ellin, what's your
3 either negotiating or executing a Letter of 3 basis for your belief that executing an LOI
4 Intent? 4 constitutes you said closing a transaction?
5 MR. ISSER: Objection to form. 5 MR. ISSER: Objection to form.
6 You're asking him any time anyone in 6 A. I don't know. I don't know. I
7 the world uses those terms? 7 don't have a good answer. I don't have a
8 Q. You can answer the question. 8 good answer for that. Again, as I've stated
9 A. Yeah, I don't even know what the 9 before, right, you know, these are material
10 question is. 10 items would be filed in 10-Qs, 10-Ks, press
11 Q. I'll read it back to you. 11 releases. This was not a material item.
12 So is it correct that there is a 12 This was a discussion with Mr. Schnaier and I.
13 difference between closing a transaction and 13 Q. And what law school did you go
14 negotiating or executing a Letter of Intent? 14 to that formed the basis for that answer?
15 MR. ISSER: Note my objection. 15 MR. ISSER: Objection.
16 A. It doesn't say closing a 16 A. I --
17 transaction to start with; right? And 17 MR. ISSER: Objection.
18 closing an LOI could be considered a 18 Argumentative.
19 transaction as you're well aware. I know 19 A. Yeah, I didn't go to law school.
20 you have a law degree, so transactions of 20 Did you?
21 closing an LOI is actually considered a 21 Q. I'm not the witness. You'll
22 transaction. Whether or not you actually 22 answer the questions and I'll ask them.
23 close and finalize and acquire the company, 23 A. Okay.
24 right, is a separate transaction. 24 MR. ISSER: Ask appropriate
25 Q. Okay. 25 questions.

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2 MR. WURTZEL: I'm sorry? It's 2 (Conversation occurring
3 inappropriate to ask a question about 3 simultaneously off the record.)
4 his educational background, Steve? 4 MR. WURTZEL: Can somebody
5 MR. ISSER: I think we all know 5 please mute?
6 that was an argumentative question, 6 Q. Mr. Ellin, you testified that as
7 Josh. If you want to take -- you were 7 of the date of this text message, February
8 asking about his resume, then good luck 8 21, 2017, you expected to enter into a
9 with that. 9 Letter of Intent with Qello. You also
10 Q. Mr. Ellin, as of this text 10 testified that LiveXLive Media did not
11 message, February 21, 2017, have LiveXLive 11 ultimately enter into a Letter of Intent
12 Media executed a Letter of Intent with Qello? 12 with Qello. So how long after you sent this
13 MR. ISSER: Objection to form. 13 text message did you learn that it was
14 Objection, asked and answered. 14 unlikely that you would be entering into a
15 A. This is my fifth time answering. 15 Letter of Intent with Qello?
16 No. 16 MR. ISSER: Objection to form.
17 Q. You said that as of the date of 17 Objection to mischaracterizing his
18 this text message, you had expectation that 18 testimony and other objections which I
19 LiveXLive Media would be entering into a 19 will reserve.
20 Letter of Intent with Qello. When, if at 20 A. I don't remember the dates. You
21 any time, did that expectation change? 21 know, we're a -- you know, a very active
22 MR. ISSER: Objection to form. 22 company with many, many transactions and
23 Objection as it mischaracterizes his 23 many deals as I'm sure you know by now, so I
24 testimony. You can answer. 24 don't remember the dates of when that
25 A. I don't remember the date -- 25 transaction did not happen as opposed to the
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2 hundreds of transactions that they have 2 happen.
3 closed in the company. 3 Q. Let's turn to Tab 9, which we're
4 Q. Was it a matter of days or weeks 4 going to mark as Ellin Exhibit 3.
5 after you sent this text message or was it 5 (Ellin Exhibit 3, 2/22/17 e-mail
6 months? 6 from Indursky with forward plus
7 MR. ISSER: Objection to form. 7 attachment, marked for identification,
8 A. I don't know. 8 as of this date.)
9 Q. Well, so the APA was executed on 9 Q. Let me know when you have it?
10 May 5, 2017. As of May 5, 2017, did you 10 A. What number? 9?
11 have an understanding -- was it still your 11 THE WITNESS: Is that one --
12 expectation that LiveXLive Media would enter 12 that's not one that you just sent me,
13 into a Letter of Intent with Qello? 13 Steve; right?
14 MR. ISSER: Objection to form. 14 MR. ISSER: I think it is. I'm
15 A. You know, I don't -- I don't 15 not sure. I can double check. Hang on.
16 remember, but what I can tell you again is 16 THE WITNESS: I don't see 9. I
17 that your client when he signed the APA is a 17 see 2, 3, 4.
18 sophisticated 30-year veteran with licenses 18 MR. ISSER: I think I did send
19 until he was thrown out of the industry for 19 you 9, Rob. Look -- I think I sent you
20 life for illegally selling stock. Right? 20 9. Look at the e-mail I sent you.
21 He was a sophisticated investor and clearly 21 THE WITNESS: Oh, yeah.
22 between that time in May and he signing his 22 MR. ISSER: Yes, I did send you
23 APA, there was no press releases, there was 23 9. It should be the last one of the
24 no filings, there was no 8-Ks, so he clearly 24 attachments.
25 was well aware that the transaction did not 25 A. Neil Davis? Okay. Okay.

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2 Q. Mr. Ellin, this is an e-mail 2 A. Actually this looks --
3 from Mr. Blake Indursky to, among others, 3 Q. Who prepared these terms?
4 Gary Winnick, dated February 7, 2017 and I 4 A. This looks like Neil Davis who
5 see you're copied on it. 5 works for Gary Winnick. So Neil was an
6 Do you recall receiving this 6 advisor to Gary who it looks like put
7 e-mail? 7 together an offer to us.
8 A. I don't remember exactly, but it 8 Q. So it's your testimony that set
9 sounds like -- it sure sounds like exactly 9 of terms reflected on page 3 of Ellin
10 what I told you before which is that we sent 10 Exhibit 3 is a set of terms that were
11 over a Letter of Intent to Qello. 11 prepared by somebody who worked for
12 Q. And who is Gary Winnick? 12 Mr. Winnick?
13 A. Gary is the owner -- was the 13 MR. ISSER: Objection to form.
14 owner -- one of the owners who had bought 14 A. That's what it looks like;
15 Qello recently and a friend of mine. 15 correct.
16 Q. So the attachment to the parent 16 Q. So looking at the parent e-mail,
17 e-mail that is Ellin Exhibit 3, there's a 17 you see the e-mail says from Mr. Blake
18 cover letter and then there is a -- the last 18 Indursky, it says: Dear Gary and Neil: On
19 page, it says in the top Winnick & Company 19 behalf of Loton Corp., we are pleased to
20 and then it says Summary of Terms. Is this 20 make the attached offer to Winnick & Company.
21 the term sheet you were referring to? 21 That appears to -- that
22 MR. ISSER: Objection to form. 22 certainly suggests that Mr. Indursky is
23 A. It sure looks that way. It 23 sending an offer, quote, on behalf of Loton
24 looks like -- 24 Corp. to Winnick & Company; is that correct?
25 Q. Who prepared -- 25 A. That's --
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2 MR. ISSER: Objection to form. 2 form. You asked two different
3 A. That's how it reads, but as you 3 questions. So which one do you want
4 can clearly see that below it looks like 4 him to answer? The last one you asked?
5 Mr. Davis sent us a proposal; right? I 5 And I object to the form of both.
6 can't tell you whether or not that was 6 MR. WURTZEL: The question --
7 comments to Blake's or that was previous to 7 MR. ISSER: Well, before you
8 Blake's or maybe Blake took the e-mail from 8 said who came up with the terms. Now,
9 Mr. Davis and turned it into a formal Letter 9 you're asking who prepared the terms.
10 of Intent. 10 I don't know what either means, so pick
11 Q. So as you sit here today, do you 11 one.
12 know who came up with the terms that are 12 MR. WURTZEL: So let's ask.
13 reflected on page 3 of Ellin Exhibit 3? 13 Q. So who came up with these terms?
14 MR. ISSER: Objection to form. 14 A. Well, I met --
15 A. I don't know what you're talking 15 MR. ISSER: Objection.
16 about Exhibit 3. I don't see an Exhibit 3, 16 A. So I'm sure you can read; right?
17 but I do see -- 17 It says that Mr. Davis put together a set of
18 Q. We're talking about Tab 9 that 18 terms and he asked for us to send a Letter
19 has been marked as Ellin Exhibit 3. So I'm 19 of Intent. Right? So it looks like Gary's
20 asking you at the last page of Ellin Exhibit 20 office led by Neil Davis set a series of
21 3, this is the Summary of Terms, so I'm 21 terms -- right -- and then requested that we
22 asking you whether as you sit here today, 22 turn it into, if I read this right, they
23 whether you can tell me who prepared these 23 suppose we ask a subset of bidders to
24 terms. 24 continue with due diligence. So Mr. Davis
25 MR. ISSER: Wait. Objection to 25 has sent a formal letter that probably went

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2 out to other people and he's asked 2 again because you are an attorney, so I know
3 Mr. Indursky to -- he's asked our team to 3 you can read. Mr. Davis sent a letter with
4 provide an offer. I don't see the offer 4 certain terms he was looking for and asked
5 from Blake, but it says that he has sent the 5 for a response. I don't see Mr. Indursky's
6 Letter of Intent very consistent with what 6 Letter of Intent here, but it states that he
7 I've told you originally. 7 sent them a Letter of Intent with our own
8 Q. Okay. I'm referring -- 8 terms on it. All right? So I'm sure you
9 A. So I'm not sure why you didn't 9 can read it carefully that Mr. Davis who
10 start with this since you obviously knew 10 works for Mr. Winnick -- all right -- sent
11 that a Letter of Intent was sent. 11 the original terms that he was looking for
12 Q. Mr. Ellin, when you go to law 12 that looks like he was looking for multiple
13 school, then you can dictate how to do 13 bids and sending sort of a generic form
14 depositions, but for today you're just a 14 letter as to what he was looking for and
15 witness. Thank you. 15 Mr. Indursky responded with a Letter of Intent.
16 MR. ISSER: Objection. 16 Is that clear?
17 Argumentative. 17 Q. Mr. Ellin, I'm not asking you to
18 Q. Mr. Ellin, regarding -- I'm 18 interpret the document for me. As you're
19 referring to the summary of terms on page 3 19 right, I can read. I'm asking you, sitting
20 of Ellin Exhibit 3, which is Tab 9, and I'm 20 here today, do you know who came up with the
21 asking you to tell me, if you know, who came 21 terms that are on page 3 of Ellin Exhibit 3?
22 up with those terms. 22 MR. ISSER: Objection to form.
23 MR. ISSER: Objection to the 23 A. There's two different questions
24 phrase came up with. 24 there. Number 1 is Mr. Davis sent an e-mail
25 A. Let me try to read -- repeat it 25 with the terms he was looking for. Number 2
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2 is Mr. Indursky sent a Letter of Intent 2 have all day and we'll be back here tomorrow,
3 which you don't have an attachment here to 3 the next day and the next day if you want to
4 which I'm sure with different terms that was 4 continue to have these side conversations,
5 our proposal back to him. 5 so if you want to have a shot at finishing,
6 Q. So let's look at the terms. In 6 my suggestion is that you answer the questions.
7 the first row -- in the first column, it 7 MR. ISSER: I object to that,
8 says Purchase Price and Deal Structure. It 8 Josh, I think he's answered the
9 says: Purchaser would acquire a 100% 9 question.
10 interest in Qello Concerts, LLC, and going 10 MR. WURTZEL: Excuse me.
11 down a few lines, it says for $18,000,000. 11 MR. ISSER: I'm allowed to make
12 Who came up with that proposed 12 my record, too. You have been
13 term? 13 insulting my client throughout the
14 MR. ISSER: Objection to form. 14 deposition and now you're asking the
15 A. I mean, I'll repeat it again, 15 same question and I believe he's
16 but I know you can read, I'm positive, that 16 answered the question very clearly, so
17 it is from Mr. Davis which says it's from 17 I disagree, you could ask it over and
18 Mr. Winnick's office. 18 over and he'll probably give you the
19 Q. Okay. 19 same answer over and over. I object to
20 A. So I know you like to spend as 20 your characterization that he's wasting
21 much money wasting time because you're using 21 time, I object to your characterization
22 my money from the sale of my stock that you 22 that he's not answering the question.
23 got, right? But you can read. It says it's 23 MR. WURTZEL: I'm not sure I've
24 from Mr. Davis. It's on his letterhead. 24 been insulting the witness, but we can
25 Q. Mr. Ellin, just so you know, I 25 put that to the side since there's a

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2 written record as well as a video 2 of shares of Loton common stock valued at
3 record. 3 $21,000,000.
4 MR. ISSER: There is a videotape 4 Who came up with that term
5 which I think will show that more 5 specifically?
6 clearly. 6 MR. ISSER: Objection to form.
7 MR. WURTZEL: Good. 7 A. Mr. Davis.
8 Q. Mr. Ellin, my question 8 Q. Please open up Tab 10 and we'll
9 specifically is there is a term here that 9 mark Tab 10 as Ellin Exhibit 4.
10 says: Purchaser would acquire a 100% interest 10 (Ellin Exhibit 4, 2/27/17 e-mail
11 in Qello Concerts, LLC for $18,000,000. 11 from Indursky with forwards plus
12 Whose proposal was it that 12 attachment, marked for identification,
13 LiveXLive would buy Qello for $18 million 13 as of this date.)
14 specifically? Who came up with that term? 14 THE WITNESS: Did that come from
15 MR. ISSER: Objection to form. 15 you, Steve, on the last one, 10?
16 A. Last time I'm going to answer 16 MR. ISSER: No. That should be
17 it. Okay? A third grader can read this 17 on the original one.
18 letter that this came from Mr. Davis who is 18 A. Okay. 10. Let's see. Okay.
19 a consultant or employee of Mr. Winnick's. 19 Q. So looking at Tab 10, which
20 Right? I know you see the top of the letter 20 we've marked as Ellin Exhibit 4, you see the
21 says Neil Davis from Mr. Winnick's office. 21 bottom most e-mail in the chain on the first
22 Okay? It's the last time I'm answering. 22 page is dated February 23, 2017, it's the
23 Q. Let's look at the next column, 23 next day, and it's from Mr. Blake Indursky
24 it says Consideration. The consideration 24 to Gary Winnick and also to Neil Davis and
25 would be payable through the issue by Loton 25 you're copied on it, and Mr. Indursky writes:
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2 Gentlemen, please note the purchase price 2 A. I was only able to listen to a
3 and consideration were inconsistent in the 3 very short portion of it.
4 previous document. Please use the attached 4 Q. Did you hear Mr. Winnick testify
5 document. 5 that the terms that were included in this
6 And then there is a two-page 6 summary of term page came from LiveXLive
7 attachment which is a letter and a similarly 7 Media and that they're put on this Winnick
8 formatted document that says Summary of 8 and Co. standard form, but that the terms
9 Terms. So looking at the parent e-mail in 9 themselves came from LiveXLive Media? Did
10 which Mr. Indursky is sending -- is stating 10 you hear that testimony?
11 that the purchase price and consideration 11 A. No.
12 were inconsistent in the previous document, 12 MR. ISSER: Objection to form.
13 does this refresh your recollection that the 13 A. No, I didn't, I didn't hear that
14 attachment that's on page 3 of Ellin Exhibit 4 14 testimony.
15 was prepared by Mr. Indursky? 15 Q. Do you have any reason to
16 MR. ISSER: Objection to form. 16 believe that that testimony was incorrect
17 A. I don't see anything from 17 from Mr. Winnick?
18 Mr. Indursky other than his e-mail, I don't 18 A. I have no idea. I'd have to be
19 see any attachment. The only thing I see is 19 able to read Mr. Winnick's mind.
20 the same letter, maybe it's been changed, I 20 Q. So this term sheet was sent on
21 see the same letter from Neil Davis at 21 February 23, 2017. What did Mr. Winnick --
22 Winnick & Company. 22 how, if at all, did Mr. Winnick respond to
23 Q. Mr. Ellin, did you listen into 23 this term sheet?
24 the deposition of Gary Winnick in this case? 24 A. I do not remember.
25 MR. ISSER: Objection. 25 Q. Did Mr. Winnick respond to it?

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2 A. I do not remember. 2 was a transaction that was going to happen?
3 Q. Did Mr. Winnick tell you that 3 MR. ISSER: Objection to form.
4 you were -- that Qello was likely to do a 4 Objection, calls for speculation.
5 deal with LiveXLive Media? 5 A. I mean, assuming -- assuming
6 A. Like I said, we were actively 6 that Mr. Winnick, you know, and in all
7 negotiating for an extended period of time. 7 active negotiations there's obviously always
8 As you can see by these letters, this is 8 going to be negotiations including some
9 from Mr. Winnick's office. It certainly 9 chess playing, you know, in terms of whether
10 felt and looked like there was a transaction 10 a deal is going to happen or not, but I
11 that was in the -- that was going to happen; 11 believe Mr. Winnick and myself went a long
12 yes. 12 distance many times in this transaction to
13 Q. So if Mr. Winnick had told you 13 try and get a transaction done, including,
14 that it was not likely that you were doing a 14 including him speaking to our bankers who
15 deal, would you continue to believe, as you 15 handled the IPO as to whether or not it
16 just testified, that it looked like there 16 makes sense to do this deal, because, as
17 was a transaction that was going to happen? 17 you're well aware, this was a very, very
18 MR. ISSER: Objection to form. 18 small company at the time and started as a
19 Objection, calls for speculation. 19 shell, so Mr. Winnick would want to see
20 A. I don't -- I don't know what the 20 the -- in order for a transaction to close,
21 question is. 21 to fully close, he would want to see that
22 Q. So if Mr. Winnick had told you 22 the company was going to get financed and it
23 that it was unlikely you were doing a deal, 23 was going to be financed and have a path to
24 would you have continued to believe, as you 24 liquidity. So we went back and forth many,
25 just testified, that it looked like there 25 many times and Gary is a super brilliant,
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2 long-term veteran in the industry, so, you 2 acquisitions that we were working on.
3 know, there were certainly some chess 3 Q. So is it your testimony that
4 matches back and forth as to a transaction 4 both Mr. Winnick and LiveXLive Media both
5 happening and not happening and that's why I 5 agreed not to do a -- ultimately to do a
6 believe there were many different versions of the LOI 6 transaction with each other?
7 that went back and forth over time. 7 MR. ISSER: Objection to form.
8 Q. Did Mr. Winnick ever tell you 8 Objection, his testimony speaks for
9 that he was unlikely to do a deal with 9 itself.
10 LiveXLive Media? 10 A. Again, I -- again, I don't
11 A. I don't -- 11 remember the exact determination of why, you
12 MR. ISSER: Objection to form. 12 know, the -- the potential of a deal didn't
13 A. I don't remember that, but he 13 happen, but there's a very high likelihood
14 didn't just tell me that. Eventually we 14 that a lot of it was tied to the original
15 decided not to do the transaction and he 15 IPO not closing.
16 sold the company to a company in Canada who 16 Q. If Mr. Winnick had told you that
17 we had -- we had for years been talking to 17 if it was not likely that he would do a deal
18 about looking for partnerships with them. 18 with LiveXLive Media, would you have continued
19 So he sold the company to Stingray. So 19 to believe that a deal would happen?
20 clearly at some point we decided, you know, 20 MR. ISSER: Objection to form.
21 on both sides the transaction wasn't going 21 Objection, calls for speculation.
22 to happen. A lot of that had to do with the 22 A. Again, I don't have an answer to
23 IPO not happening. When the original IPO 23 that. Right? If either party, I trust
24 for $125 million didn't close, it made it 24 Mr. Winnick is a very well -- very well
25 very difficult to close any of the 25 worked -- versed negotiator, that, you know,

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2 if there was a tran -- if we had called off 2 A. I do.
3 the transaction, yes, the belief would be 3 Q. And then you wrote back a few
4 just like we did when we called off the 4 minutes after that: Ok. Our offer expires
5 transaction, did not move forward, yes, I 5 today. Best of luck. Let me know anything
6 would believe that a transaction was not 6 changes. Thank you for opportunity.
7 going to happen. 7 Do you see that?
8 Q. Let's turn to Tab 11 and we're 8 A. I see it.
9 going to mark Tab 11 as Ellin Exhibit 4 [sic]. 9 Q. So when Mr. Winnick told you on
10 (Ellin Exhibit 5, 2/27/17 e-mail 10 February 27, 2017 that it was quote, not
11 chain, marked for identification, as of 11 likely that he or his company would be doing
12 this date.) 12 a deal with LiveXLive Media, as of that
13 Q. So do you have it open? 13 moment, did you continue to believe that
14 A. I do. 14 LiveXLive Media would be, quote, closing a
15 Q. All right. 15 deal with Qello?
16 So this is an e-mail chain from 16 MR. ISSER: Objection to form.
17 late February of 2017, and I'm looking at 17 A. Yeah, I don't remember these
18 the bottom most e-mail on the first page of 18 specific e-mails, but, again, like I said,
19 Ellin Exhibit 4 dated February 27, 2017, and 19 you know, negotiations back and forth. I
20 you wrote to Mr. Winnick: We doing a deal? 20 believe that Mr. Winnick and I had multiple
21 Do you see it? 21 conversations previous, post that time as
22 A. I see it. 22 well as conversations that he had with our
23 Q. And Mr. Winnick responds about 23 bankers post that time that looked at and
24 one minute later: Not likely. 24 explored the opportunity of continuing to do
25 Do you see that? 25 the deal and there were many things that --
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2 many tricky issues like all deals that 2 happen, they may happen, they may not
3 happened during negotiations that, you know, 3 happen, and they come back many times
4 a response like that, you know, don't even 4 afterwards. All right? And just one simple
5 know what it would mean from the context of 5 e-mail like that? No. I don't necessarily
6 one e-mail versus many conversations and 6 view that as anything other than as
7 many different dialogues that were going on 7 potentially a chess match in negotiations
8 between the companies. 8 and, you know, I couldn't tell you at those
9 Q. Did your view of the likelihood 9 dates whether it was pricing issues, whether
10 of closing a deal with Qello change when 10 our price was lower, whether it was --
11 Mr. Winnick wrote to you on February 27, 11 whether there were negotiations going on,
12 2017 that such a deal was, quote, not likely? 12 but I do -- I can tell you that Mr. Winnick
13 MR. ISSER: Objection to form. 13 later met -- was on the phone with our
14 A. Like I said, I don't even 14 bankers discussing a deal, so clearly it
15 remember this e-mail. Right? I'm not even 15 didn't die on that day.
16 sure why it's relevant. We didn't close the 16 Q. So we looked at Ellin Exhibit 2
17 transaction, we never filed the transaction. 17 before, which was the February 21, 2017 text
18 We never publicly disclosed the transaction, 18 in which you told Mr. Schnaier that you
19 including never disclosing an LOI. So I'm 19 were, quote, closing Qello, and we're now
20 not even sure why this is all relevant. All 20 looking at an e-mail from six days later on
21 right? You know, this is, you know, this 21 February 27, 2017 in which Mr. Winnick said
22 is -- like all of the transactions we've 22 that such a deal was, quote, not likely.
23 done, this company has done hundreds of 23 Did you forward this e-mail to
24 transactions. All right? You get into 24 Mr. Schnaier?
25 negotiations and, you know, things could 25 A. I have no --

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2 MR. ISSER: Objection. 2 closed, he certainly would have been well
3 A. Ask him. 3 aware that it had closed versus not closed.
4 Q. I'm asking you. 4 Q. So you testified earlier that
5 A. I have no idea, but ask him. 5 Mr. Schnaier was extensively involved or
6 Q. Did you tell Mr. Schnaier, 6 updated on the business affairs of LiveXLive
7 regardless of whether you forwarded it to 7 Media. So did you update Mr. Schnaier
8 Mr. Schnaier, did you tell Mr. Schnaier that 8 concerning the response that Mr. Winnick
9 you had gotten this response from Mr. Winnick? 9 gave you that a deal with Qello was not
10 MR. ISSER: Objection. 10 likely?
11 A. I don't remember specifically on 11 MR. ISSER: Objection to form.
12 that, but, as I said, Mr. Schnaier and I as 12 Objection, asked and answered.
13 you check our phone records spoke regularly 13 A. Again -- again, you know, I
14 and would certainly discuss whether or not a 14 don't remember this specific e-mail, but
15 transaction closed and whether or not there 15 like I said, negotiations continued well
16 would be public filings, and your client, 16 after this with Qello, all right, as a
17 right, is a 30-year expert who has been 17 potential candidate to be acquired including
18 thrown out of the industry for allegedly 18 conversations with our bankers, so I'm not
19 selling stock, right, you know, is well 19 sure, you know, you know, what your real
20 aware, right, of public filings, and we 20 question is, right, or what the real agenda
21 discussed on a regular basis transactions 21 of this is, right, but I do know you know
22 that happened then. He called me on every 22 your client is a 30-year veteran, Series 7,
23 press release that ever came out on this 23 Series 24, right, done over a hundred public
24 company, he would call me up to ask me about 24 deals according to him, right, and called on
25 it. So if he had seen the transaction 25 every press release and every single
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2 transaction that publicly was announced in 2 every one of his investors. Right? So yes,
3 this company. So if you're claiming that 3 he was updated on all of it including copies
4 your client not only has been thrown out of 4 of the S-1s, which showed what transactions
5 the industry for life, but doesn't know how 5 and what potential acquisitions, mergers or
6 to read, right, maybe you have a different 6 material items had happened.
7 issue. 7 Q. Sitting here today, do you
8 Q. Putting aside whether you 8 have a specific recollection of telling
9 remember discussing this specific e-mail 9 Mr. Schnaier that a deal between LiveXLive
10 with Mr. Schnaier, did you ever tell 10 Media and Qello was not likely to happen?
11 Mr. Schnaier that it was unlikely that 11 A. Yes.
12 LiveXLive Media would be closing a deal with 12 MR. ISSER: Objection to form.
13 Qello? 13 Objection, asked and answered. Excuse
14 MR. ISSER: Objection to form. 14 me. Asked and answered.
15 Objection, asked and answered. 15 A. I would not say it was unlikely
16 A. I don't remember exactly what we 16 it wouldn't happen. I would say that we
17 told him. We certainly updated him on 17 told him absolutely it wouldn't happen
18 things that were happening including sending 18 because we told him that they had moved in a
19 him copies of the S-1, the multiple S-1s. 19 different direction and were looking to sell
20 Okay? Including, since his company was in 20 to a company in Canada.
21 it and as you can tell it was of very little 21 Q. And when did you tell them that?
22 materiality, right, because we didn't buy 22 A. I have no idea.
23 his company, we only bought the remaining 23 Q. Was it before --
24 assets after he destroyed the business and 24 A. No idea of the dates.
25 took it down by 85% in value and got sued by 25 Q. Was it before or after the APA

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2 was signed? 2 licensed broker as of 2017; correct? You
3 A. No -- absolutely no idea. 3 said he was thrown out of the industry; right?
4 Q. This conversation would have 4 A. Yeah. For illegally selling
5 clearly occurred after the deal -- after 5 stock. I just want to make clear.
6 Qello was sold to this company in Canada; 6 Q. Let's go to Tab 13 and we'll
7 correct? 7 mark Tab 13 as Ellin Exhibit 5.
8 MR. ISSER: Objection to -- 8 MR. ISSER: I think we're up to
9 A. No. 9 6? Did I miss one, Robin?
10 MR. ISSER: -- form. 10 MR. WURTZEL: Yes. Sorry. Tab
11 A. No. Your client was under NDA, 11 11 should be marked as Ellin Exhibit 5
12 was under NDA and was up to speed, as you 12 and Tab 13 should be marked as Ellin
13 can tell, many memos from the company that 13 Exhibit 6. Thank you, Steve.
14 he was included in, that he was updated on 14 (Ellin Exhibit 6, 4/22/17 e-mail
15 all the potential opportunities of this 15 from Ellin and attachment, marked for
16 company, so -- and he was -- he was given an 16 identification, as of this date.)
17 opportunity as a sophisticated 30-year 17 Q. So, Mr. Ellin, Ellin Exhibit 6
18 veteran to use his brain and not only get a 18 is an e-mail chain, the bottom-most e-mail
19 copy from us of the S-1, but he can also go 19 in the chain is from you to Mr. Winnick on
20 right online since he was a licensed broker, 20 April 22, 2017. You say: Gary, please call
21 24, 7, 63, managed brokers, that in the S-1, 21 me. Think this covers everything we agreed
22 that if there was going to be in the S-1, it 22 at "super lunch". The only remaining issue
23 would have been that Qello would have been 23 when to close (pre or post IPO)!!
24 in those documents. 24 Do you see that?
25 Q. Well, Mr. Schnaier was not a 25 A. I see it clearly.
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2 Q. Do you recall -- 2 A. It sounds -- I mean, I don't
3 A. I guess that answers your 3 remember it exactly, but it sounds pretty
4 questions. 4 accurate. What I can remember of it is I
5 Q. Do you recall sending this 5 believe that Gary was determining and wanted
6 e-mail? 6 to speak to the bankers as any one of any
7 A. I don't remember this specific 7 intelligence would do whose company was
8 e-mail. As I said, we do a lot of 8 merging into a public company, he wanted to
9 transactions, very -- very busy, all right, 9 speak to Bank of Montreal and I believe JMP
10 you know, doing well over a hundred 10 as well, to our underwriters on the left
11 transactions during this period including an 11 side and the right side, so I believe that,
12 IPO, but as you can see, way past February, 12 you know, that Gary and I again had come to
13 you know, Mr. Winnick and I were deep in 13 an agreement of what the terms would be;
14 discussions, right, yo know, to negotiate a 14 right? And there were some conditions which
15 deal to, again, acquire his company, so, you 15 would be tied to whether it would happen pre
16 know, I don't know why you wasted time on 16 IPO or post IPO.
17 February e-mails when you already knew the 17 Q. So you just mentioned --
18 fact that negotiation was still ongoing. 18 A. I don't remember this specific
19 Q. Don't worry about my questioning. 19 e-mail.
20 Was it correct as of April 22, 20 Q. You just mentioned that
21 2017 that LiveXLive Media and Qello had 21 Mr. Winnick wanted to speak with bankers,
22 fully agreed on a deal with the only 22 Bank of Montreal and JMP. So was it correct
23 remaining issue being whether to close pre 23 that there were additional remaining issues
24 or post IPO? 24 between a deal between Qello and LiveXLive
25 MR. ISSER: Objection to form. 25 Media other than just when to close and

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2 Mr. Winnick in fact wanted to first speak 2 make the record that Mr. Isser has made
3 with the company's bankers? 3 multiple speaking objections and
4 MR. ISSER: Objection to form on 4 immediately after he does so, Mr. Ellin
5 like so many levels. There's like four 5 claims that he doesn't understand what
6 questions and a misstatement of fact. 6 the question is asking. So with that,
7 MR. WURTZEL: Steve, you're 7 the court reporter can read the
8 coaching the witness. Object to the 8 question back.
9 form and that's all. 9 MR. ISSER: I disagree with that
10 MR. ISSER: Oh, I'm coaching the 10 because I've only objected to form and
11 witness by objecting to form? Which 11 then added the other one that had
12 question of those -- read back that 12 nothing to do with Mr. Ellin claiming
13 question, please. I want to hear it 13 he can't understand and, as we know, I
14 one more time before the witness 14 am required to object to form.
15 answers. 15 MR. WURTZEL: Okay. So --
16 MR. WURTZEL: Your form 16 MR. ISSER: I did not explain
17 objection is noted. 17 what's wrong with your question, Josh,
18 MR. ISSER: All right. And I'd 18 which would be a speaking objection.
19 like to hear -- 19 MR. WURTZEL: And so --
20 MR. WURTZEL: You don't have to 20 MR. ISSER: I just objected to
21 make speaking objections. 21 form to several questions, and that was
22 MR. ISSER: Yes. I'd like the 22 the first time I've gone beyond
23 question read back. 23 objecting to form on the grounds of
24 MR. WURTZEL: Before the court 24 what the form is that I object to, but
25 reporter reads it back, I'm going to 25 go ahead.
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2 MR. WURTZEL: So from now on, 2 closing. Does that answer your question?
3 you'll say objection to form or you'll 3 Q. Yes, actually, thank you.
4 instruct him not to answer and that 4 Let's look at the attachment
5 will be sufficient. If we have an 5 starting on the second page of Ellin Exhibit
6 issue going forward, then we'll have 6 6, which is Tab 13 that you should have
7 to -- we'll be happy to get the court 7 open, and the attachment is a letter on
8 on the phone. Madame Court Reporter, 8 LiveXLive Media letterhead written to Neil
9 can you read the question back? 9 Davis.
10 MR. ISSER: Then we will provide 10 Do you see that?
11 the transcript of Mr. Schnaier's 11 A. What number is this?
12 deposition as well. 12 Q. We're on the same exhibit,
13 So do you want read back the 13 second page.
14 question, please? 14 A. Oh, shoot. Give me that --
15 (Whereupon, the requested 15 what number was it again? I apologize.
16 portion of the record was read back 16 Q. Tab 13.
17 by the reporter.) 17 MR. ISSER: Tab 13, Rob.
18 MR. ISSER: You can answer. 18 A. Tab 13. Okay. Okay.
19 A. How would you like me to answer? 19 Q. Do you see that this is a letter
20 Well, let me go back again. Okay? To close 20 on LiveXLive stationery to Neil Davis of
21 a deal, right, an attorney like yourself 21 Qello Holdings?
22 would be well aware that you need to sign an 22 A. I do.
23 agreement, contracts need to be signed, 23 Q. And going to the last page of
24 right, and you need to close, right, so yes, 24 Ellin Exhibit 6, it says: Sincerely yours,
25 the answer is there are multiple issues to 25 name Robert Ellin, there's no signature, but

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2 your name is there. Did you authorize this 2 Do you see that?
3 letter to be sent over your name? 3 A. I see it.
4 A. I'm sure I did. 4 Q. So was in fact this the proposal
5 Q. Did you review it before it went 5 that LiveXLive Media made to Qello in April --
6 out? 6 on April 22, 2017?
7 A. I'm sure I did. 7 A. It sure looks that way.
8 Q. So looking at the second page of 8 MR. ISSER: Objection to form.
9 the letter, do you see where it says 9 Q. Do you see under subsection a.,
10 paragraph 1 Purchase Price? 10 paragraph 1, subsection a., do you see it
11 A. I do. 11 says Equity Consideration?
12 Q. And it says: After consultation 12 A. I see it.
13 with BMO Capital Markets, we are prepared to 13 Q. And then it says: The proposed
14 pay in aggregate $53 million in exchange of 14 $48 million of stock consideration will be
15 100% of the outstanding equity of Qello. 15 paid in LiveXLive's current class of Common
16 And then going to the next sentence, it 16 Shares at a share price of $6 of current
17 says: The Purchase Price will consist of 17 common shares to be issued as consideration
18 (i) $5 in cash consideration that will be 18 to Qello's existing shareholders.
19 payable promptly following the closing of 19 How did you come up with that
20 LiveX's pending IPO. 20 $6 -- $6 price?
21 Do you see that? 21 MR. ISSER: Objection to form.
22 A. I see it. 22 A. I don't remember, I don't
23 Q. And then it says plus (ii) $48 23 remember, this goes back a long time ago,
24 million in LiveXLive Common Shares that will 24 but this was an active negotiation which you
25 be issued upon the closing of this transaction. 25 clearly just wanted to waste money and spend
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2 extra money claiming that we didn't have an 2 pending, Rob. Just wait for the
3 LOI. It seems to be your style to try to 3 question.
4 run up as big a bill as possible here since 4 MR. WURTZEL: I think we lost
5 you're getting it all paid off of my stock 5 the witness.
6 that your client made money, but this was an 6 THE WITNESS: Yes. I'm going to
7 active negotiation that went on with Qello 7 have to grab this call for a minute.
8 for a long period of time, it looks like 8 MR. ISSER: Josh, we've been
9 they had a conversation at this point with 9 going for like an hour and a half or
10 BMO and I assume together with BMO we came 10 so. You want to take a break now?
11 up with a structure that was post closing 11 MR. WURTZEL: Five minutes. I
12 assuming the IPO closed, and what it tells 12 mean, I have one more document to go.
13 your people who have spent more than a 13 So I'd like to just finish --
14 second in the capital markets to understand 14 MR. ISSER: All right.
15 is that conditional on IPO closing means 15 THE WITNESS: Hey, guys, just
16 that you have to actually close the IPO; 16 hold on for a minute. My dad is
17 right? So the valuation would have come 17 calling from the hospital. Okay? So
18 post that IPO. You understand that; right? 18 it's going to take two minutes.
19 Q. I'm not going to answer questions. 19 MR. ISSER: All right. We'll
20 I get to ask them today. 20 wait.
21 A. It's pretty exciting to see that 21 MR. WURTZEL: All right.
22 there actually was letters of intent; right? 22 Let's --
23 You forgot to read those when you were going 23 MR. ISSER: He's calling from
24 through the February stuff; right? 24 the hospital.
25 MR. ISSER: There's no question 25 MR. WURTZEL: Yeah, why don't we

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2 go off the record, I guess. Let's take 2 to the Letter of Intent that is Ellin
3 a break then. 3 Exhibit 6?
4 MR. ISSER: Well, now he's off 4 A. No idea.
5 so he doesn't know we're taking a 5 MR. ISSER: Objection to form.
6 break. It sounds like it's going to be 6 A. I have no idea. If you have a
7 quick. So why don't we finish your 7 document you want me to read, you know, give
8 document and then take a break. 8 me a number, I'm happy to review it, but I
9 THE WITNESS: If you guys want 9 have no idea.
10 to wait 30 seconds, I'm just talking to 10 Q. Well, did Mr. Winnick accept
11 my dad from the hospital. 11 this offer?
12 MR. WURTZEL: That's fine. 12 A. I do not remember. I do not
13 MR. ISSER: Thanks for filling 13 remember what happened at that time, but
14 us in, Rob. So we will take a break 14 clearly, as I've said to you now five times,
15 after his -- you will finish this area, 15 the transaction didn't close. Right? What
16 Josh, and then we can take a break. 16 the multiple reasons that it didn't close
17 MR. WURTZEL: That's fine. 17 including that the IPO did not close, right,
18 (Pause in the proceedings. ) 18 so we filed an IPO which was priced between
19 (Discussion off the record.) 19 12 and 16, way above that $6 price. It
20 A. Sorry. Sorry, guys, my 20 failed. We filed a second IPO, S-3 second
21 88-year-old father was rushed to the 21 registration statement that did not close.
22 hospital last night, so. . . 22 So it took us an extra almost seven to eight
23 So I'm here. Let's keep going. 23 months to close the IPO and a lot of it had
24 Q. Okay. 24 to do with a shooting that happened in Las
25 What was Mr. Winnick's response 25 Vegas where a lot of children were shot
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2 sadly at a music festival. 2 that's from his secretary, to you dated
3 Q. Did Mr. -- following the term 3 April 26, 2017.
4 sheet that was sent on -- as -- sorry. 4 Mr. Winnick writes: Dear Rob:
5 Following the Letter of Intent that was 5 I just tried to reach you and your voicemail
6 September on April 22, 2017, did Mr. Winnick 6 is full. I'm not getting any traction here
7 tell you that he would not be doing a deal 7 for doing a deal with LiveXLive. Knowing
8 with LiveXLive? 8 your time constraints, there's nothing I can
9 MR. ISSER: Objection to form. 9 do at this particular time.
10 A. Again, I can keep answering the 10 Do you recall Mr. Winnick -- do
11 same way, I do not remember the dates, but I 11 you recall receiving this e-mail?
12 can tell you that you can save yourself a 12 A. No.
13 lot of time by accepting the fact the deal 13 Q. Do you have any reason to --
14 did not close. All right? We did not buy 14 A. No.
15 the company and a third grader who can read 15 Q. Do you have any specific reason
16 press releases, 8-Ks, three S-1s, probably 16 to doubt that you received it?
17 10-Qs and 10-Ks would know the deal did not 17 A. Not at all.
18 close. 18 Q. Did you, in between April 26 --
19 Q. Let's look at Tab 15, which 19 in between getting this e-mail on April 26,
20 we'll mark as Ellin Exhibit 7. 20 2017 and the execution of the APA on May 5
21 (Ellin Exhibit 7, 4/26/17 e-mail 21 of 2017, did you send this e-mail to
22 from Lynda De La Rosa, marked for 22 Mr. Schnaier?
23 identification, as of this date.) 23 A. I have no idea. You'd have to
24 Q. So Ellin Exhibit 7 is an e-mail 24 ask Mr. Schnaier.
25 sent on behalf of Gary Winnick, I assume 25 Q. In that same time period, did

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2 you, regardless whether you forwarded the 2 Qello, that that was no longer the case?
3 e-mail, did you tell Mr. Schnaier that 3 A. All right. You didn't --
4 Mr. Winnick had said that he would not be 4 MR. ISSER: Objection to form.
5 doing a deal with LiveXLive -- 5 Let me just get my objections in, Rob.
6 A. No, but his -- 6 THE WITNESS: Yeah.
7 MR. ISSER: Objection to form. 7 MR. ISSER: Objection to form
8 A. No, but his APA would have 8 and objection to the extent it
9 stated that this acquisition closed. It 9 mischaracterizes his prior testimony.
10 would have been a material item that a third 10 You can answer.
11 grader could have -- would have had in any 11 A. Mr. Schnaier was apprised that
12 APA would have stated a material item and 12 throughout the process of the continuing
13 materiality before the acquisition of his 13 negotiations as you can crystal clear see
14 assets were closed. 14 February, that little text message e-mail
15 Q. Mr. Ellin, we looked -- 15 from Mr. Winnick really didn't mean much
16 A. You understand that; right? 16 because the deal heated up again, and like
17 Q. Mr. Ellin, we looked at Ellin 17 all transactions, including with your
18 Exhibit 2 in which you told Mr. Schnaier on 18 client, right, who originally I was going to
19 February 21, 2017 that you were, quote, 19 buy, if you remember, I was going to buy the
20 closing Qello, and then a little over about 20 equity of his company before he destroyed
21 two months later Mr. Winnick tells you that 21 the company, right, and got -- and sued, you
22 you're not doing -- he's not doing a deal 22 know, Eventbrite claiming they stole the
23 with LiveXLive Media, so why didn't you 23 company and sued his two key employees
24 communicate to Mr. Schnaier that despite 24 claiming they destroyed the company. You
25 your initial statement that you were closing 25 remember all this; right? And I ended up
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2 only buying the assets two years later; 2 between his company and ours in April, two
3 right? Like all transactions, transactions 3 months later, so you can see that there was
4 have lives to them, but Mr. Schnaier was 4 continued negotiations, so, you know, I
5 fully aware and was fully disclosed that the 5 don't know why you -- well, whatever.
6 transaction didn't happen, right, and, like 6 Whatever. The answer very simply is this is
7 I said, your client is a 30-year veteran who 7 a transaction that went on and was negotiated
8 called me on any press release on this 8 heavily, right, and had a lot of ties to
9 company, if an acquisition had closed or a 9 whether an IPO would happen. Right? Your
10 deal had closed, right, he would have known 10 client, again, is a disbarred thrown out of
11 that it closed, so he was fully up to speed 11 the industry for life for illegally selling
12 and it would have been in his APA that we 12 stocks, is a very sophisticated, invested
13 would have had to disclose materiality of a 13 over a hundred deals and was fully up to
14 major acquisition that had happened if it 14 speed on every transaction in the company
15 had closed prior to the APA. 15 and every potential transaction because we
16 Q. You said that little text 16 went through them and he spoke on a regular
17 message e-mail from Mr. Winnick really 17 basis. When he closed his APA, there would
18 didn't mean much. 18 have been a materiality, and a sophisticated
19 A. Well, you -- 19 lawyer representing him, there would have
20 Q. What did you mean by that? 20 been a materiality and there would have been
21 A. Well, you could see -- 21 press releases that a transaction closed.
22 MR. ISSER: Objection to form. 22 So you can continue to keep blowing money
23 You can answer, Rob. 23 and time trying to go back to it, but the
24 A. Well, you could see it didn't 24 answer is the deal never closed and it never
25 mean too much because there was an LOI 25 happened and it was never acquired.

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2 MR. ISSER: Are you frozen or 2 THE VIDEOGRAPHER: We are now on
3 thinking -- oh, there you go. 3 the record. The time is 12:08 p.m.
4 Q. Mr. Ellin, were you present for 4 This begins media number 2.
5 Mr. Winnick's testimony during which he said 5 Counsel, proceed.
6 that his company was never serious about 6 CONTINUED BY MR. WURTZEL:
7 doing a deal with LiveXLive? 7 Q. Mr. Ellin, what is a company
8 MR. ISSER: Objection to form. 8 called SFX?
9 A. What's the point? 9 MR. ISSER: Objection to form.
10 Q. I'm asking if you were present 10 A. All right. It's a -- it is a
11 during that time. 11 music company -- was a music company.
12 A. I wasn't -- I've already answered 12 Q. Does it no longer exist?
13 for you, so I'll give it the second time, 13 A. In the form that it was went
14 no, I was not there for that part of it, but 14 through a bankruptcy. It was a company that
15 what's the point? 15 went public with a gentleman named Bob
16 Q. Let's take a break. Why don't 16 Sillman, went public, filed for bankruptcy.
17 we say 12:00. 17 It's now called Lifestyle, the remaining
18 MR. ISSER: All right. 18 assets of it.
19 MR. WURTZEL: The videographer 19 Q. And when did it change from SFX
20 has to -- 20 to LiveStyle?
21 THE VIDEOGRAPHER: Yes. We are 21 A. I don't know.
22 going off the record. It is 11:47 a.m. 22 Q. Is it Live --
23 Stand by. 23 A. Lifestyle.
24 (Whereupon, a brief recess was 24 Q. Lifestyle, L-I-F-E?
25 taken.) 25 A. Correct.
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2 Q. Is there a difference between 2 Q. That was February of 2020?
3 LifeStyle and LiveStyle? 3 A. February of 2020.
4 A. I don't know what Live -- 4 Q. So other than this deal that
5 MR. ISSER: Objection to form. 5 closed in February of 2020, did LiveXLive
6 A. Actually maybe it's LiveStyle. 6 ever close a deal with SFX?
7 I forget what their new name was. 7 A. No.
8 Q. So for the purpose of this 8 Q. Excluding the deal that you just
9 deposition, I'm going to just refer to SFX, 9 testified about in February of 2020, did
10 and when I refer to SFX -- 10 LiveXLive ever execute a contract to do a
11 A. I think it actually is LiveStyle 11 deal with SFX?
12 was the new company. 12 A. No.
13 Q. And so I'm just going to refer 13 MR. ISSER: Objection to form.
14 to SFX and let's just agree that SFX refers 14 Q. Excluding the deal you testified
15 to that company at the time it was SFX as 15 about in February of 2020, did LiveXLive
16 well as at the time it became either 16 Media ever execute a term sheet to do a deal
17 LiveStyle or LifeStyle. 17 with SFX?
18 Did LiveXLive Media ever close a 18 A. I don't think we ever signed a
19 deal with SFX? 19 term sheet with them, but there were
20 MR. ISSER: Objection to form. 20 multiple term sheets over a five-year period
21 You can answer. 21 with SFX in it's original form as well as
22 A. The answer is yes and no. We 22 post bankruptcy there have been many LOIs
23 did buy, we did buy -- in February of this 23 that have gone back and forth in the
24 year, we bought their largest division in 24 negotiations until we finally bought their
25 the midwest called React. 25 Chicago division in February. They went

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2 through a tremendous amount of restructurings 2 A. I just said three times now I
3 along the way. 3 have no idea. I do not remember. I told
4 Q. Did you ever tell Mr. Schnaier 4 you I didn't even remember that we signed an
5 that LiveXLive Media had entered into a 5 LOI with them and actually announced it.
6 contract to do a deal with SFX? 6 Q. Did you ever tell Mr. Schnaier
7 MR. ISSER: Objection to form. 7 that LiveXLive Media was closing a deal with
8 A. I don't -- I don't -- I doubt 8 SFX?
9 it. Again, you know, it's even possible we 9 MR. ISSER: Objection to form.
10 signed an LOI at some point along the way. 10 A. There was certainly dialogue
11 In fact, actually -- actually I'm wrong. We 11 that we were in the process of trying to
12 actually signed an LOI to merge SFX into the 12 close an acquisition Al merger with SFX
13 original public vehicle going back years 13 multiple times from the first time I tried
14 ago, but I don't remember the dates. There's 14 to buy Schnaier's company before he destroyed
15 been so many -- there's been so many back 15 it and destroyed the revenues down by 85%,
16 and forths with them, but we publicly 16 then I only bought the assets. So there
17 announced a reverse merger to merge SFX in 17 were multiple times along the way that we
18 here originally going back quite a while ago. 18 were in active negotiations with SFX and the
19 Q. Was that before or after the APA? 19 predecessor.
20 A. Before. 20 Q. So let's look at Tab 39, which
21 Q. Was it before or after 21 we have previously marked as Ellin Exhibit 2,
22 January 1, 2016? 22 and let's actually look at the exact same
23 A. I have no idea. I don't remember. 23 text message that we looked at previously
24 Q. Was it before or after January 1, 24 from February 21, 2017 where you wrote to
25 2017? 25 Mr. Schnaier: Hurry closing Qello than SFX.
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2 What did you mean -- what did 2 offer to do a deal with SFX?
3 you mean by that text with respect to SFX? 3 A. We certainly signed a deal along
4 A. I have no idea -- I have no idea 4 the way with SFX because we publicly
5 what then means. 5 announced it, announced the deal, but I
6 Q. Well, you wrote than SFX. Did 6 don't remember the dates.
7 you mean to compare Qello to SFX or were you 7 Q. So I apologize. Excluding --
8 saying that you were closing Qello and then, 8 well, excluding the deal that you testified
9 meaning sequentially, later on SFX? 9 about in February of 2020, as of the date of
10 A. The answer -- 10 the APA, which was May 5, 2017, had LiveXLive
11 MR. ISSER: Objection to form. 11 Media made an offer to SFX regarding doing a
12 A. The answer again, I have no 12 deal with them?
13 idea. I don't know what than means from a 13 MR. ISSER: Objection to form.
14 legal standpoint. Maybe you can figure it 14 A. I'm going to repeat again, not
15 out. 15 only did we make offers, but we actually
16 Q. I'm asking you what you meant by 16 signed a deal and announced a deal to merge
17 your own text, not a legal standpoint. 17 SFX in, but I have no idea on the dates, but
18 A. I have no idea what -- I have no 18 what I can tell you again is your client with
19 idea what it meant. I don't remember. 19 a 30-year history, you know, got thrown out
20 Q. As of the date of this text, 20 of the industry for selling illegal stock,
21 February 21, 2017, had LiveXLive Media made 21 all right, licensed with Series 7, 63, so
22 an offer to SFX to do a deal with it? 22 on, the APA would have included a
23 A. I don't remember. 23 transaction with SFX if it was completed,
24 Q. As of the date of the APA, which 24 all right, and it would have been in the
25 was May 5, 2017, had LiveXLive Media made an 25 form of 8-Ks, press releases 10-Qs and 10-Ks.

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2 Q. What do you mean the APA would 2 and in the 10-Qs, the subsequent 10-Qs and
3 have included a deal with SFX if it had been 3 10-Ks, so it would have all been included in
4 completed? 4 multiple different documents and disclosed
5 A. Well, when you do a transaction 5 to their attorneys.
6 with someone and you're acquiring their 6 Q. Let's look at Tab 20, which
7 assets, you have to include material items 7 we're going to mark as Ellin Exhibit 8.
8 and his lawyers as a sophisticated law firm 8 (Ellin Exhibit 8, 6/2/17 e-mail
9 that he used would have had to have all 9 chain, marked for identification, as of
10 material items that happened. Clearly there 10 this date.)
11 were no transactions that happened before 11 A. Yes.
12 that APA. 12 Q. So looking at the, starting at
13 Q. How would Mr. Schnaier's lawyers 13 the bottom of the second page of this
14 have known whether this transaction occurred 14 document, there's an e-mail from you dated
15 and thus was required to be included in the 15 June 2, 2017, so that's about a month after
16 APA? 16 the APA, to a number of people with
17 MR. ISSER: Objection to form. 17 LiveStyle e-mail addresses, in particular
18 A. Well, first of all, at the time 18 one of those is Randy Phillips.
19 of the deal, all right, materiality has to 19 Do you see that?
20 be shared with them, anything of materiality 20 A. Yup.
21 has to be shared with their lawyers. 21 Q. Was Randy Phillips a
22 Secondly, anything that had happened would 22 representative of SFX?
23 have been publicly filed in as we've 23 A. I believe he was the CEO.
24 discussed now eight times, would have been 24 Q. So you wrote to Mr. Phillips
25 filed in the form of a press release, an 8-K 25 among others: Let's all get together. Call
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2 or better in person. Lineup filling up for 2 A. I have no idea. I don't remember
3 festivals this year and next would be great 3 dates on it. We have negotiated and
4 to add a lifestyle property or multiple!! 4 signed -- as I told you, we signed a deal to
5 Do you see that? 5 acquire SFX, right, and we have negotiated
6 A. I see it. 6 and had letters of intent back and forth for
7 Q. What did you mean by that? 7 both biz dev deals as well as to acquire the
8 MR. ISSER: Objection to form. 8 company as well as to acquire divisions of
9 A. So what it means is we're in the 9 the company over the last five years,
10 live streaming business of music, it means 10 including buying their Chicago division, but
11 that active discussions to discuss streaming 11 I don't remember date -- hour by hour, blow
12 multiple of SFX festivals. 12 by blow of this transaction -- the possible
13 Q. So Mr. Phillips responds a few 13 transaction.
14 minutes later, about a half hour later 14 Q. So if LiveXLive Media had
15 saying: Rob, instead of just meeting, you 15 already made an offer or proposal to SFX,
16 and your team should go over all of our 16 then what was your understanding regarding
17 events here and in Europe, and make an offer 17 why on June 2, 2017 Mr. Phillips would be
18 to carry the live feed and catalogue. That 18 telling you to make an offer?
19 way we can react to a proposal. 19 MR. ISSER: Objection to form.
20 Is it correct that as of June 2, 20 Objection to the characterization.
21 2017, LiveXLive Media had not yet made an 21 A. No clue, but, again, you may be
22 offer or proposal to SFX? 22 confusing because you like to confuse
23 A. First of all, this is -- 23 yourself that this is very different
24 MR. ISSER: Wait a minute, Rob. 24 transactions, one is a biz dev deal, another
25 Objection to form. 25 one is acquiring the company. I've already

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2 told you about acquiring SFX and rolling it 2 Mr. Schnaier was an easy target for fraud
3 into our company and partnering with us, but 3 and deception?
4 the transaction didn't close. There were 4 MR. ISSER: Objection.
5 conditions to it and we decided not to go 5 A. I think Mr. Schnaier committed
6 forward with it. 6 fraud and he did it over and over again and
7 Q. Were you told at all when that 7 he has been kicked out of the industry for
8 public disclosure was? 8 life, all right, so Mr. Schnaier is a very
9 MR. ISSER: Objection to form. 9 sophisticated investor who has invested in
10 A. No. But you can go through my 10 what he told me well over a hundred companies,
11 press releases, we've announced hundreds of 11 all right? And you know, it seems to me
12 deals, but I don't remember the exact date, 12 with all the liens and judgments, everyone
13 but SFX including today we still continue to 13 he has done business with in Wantickets has
14 negotiate with the new LiveStyle including 14 either sued him, has won liens and judgments
15 on additional assets from them, but as I 15 against him from his lawyers to his -- his
16 said, we announced a merger with them, and I 16 lawyers, Mintz Levin, sued him for not
17 also acquired their Chicago division. 17 paying for his original transaction. All
18 MR. WURTZEL: So Steve, we call 18 right? His banker, Dragon, Jeff Singer,
19 for the production of the press release 19 sued him, has a judgment lien against him.
20 that Mr. Ellin just testified about as 20 His investor has sued him. His two lead
21 well as documents or communications 21 employees have sued him. Eventbrite, right,
22 concerning it. 22 which he tried to sell the company to,
23 MR. ISSER: Take it under 23 right, because you know for $4 million even
24 advisement. 24 though you put this fraudulent lawsuit in
25 Q. Mr. Ellin, did you believe that 25 for 26 million even though he was selling it
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2 for 4, you know, two years before when the 2 THE REPORTER: I'm just off the
3 revenues were 70% higher, all right, have 3 video.
4 all been in lawsuits with him. So if you're 4 A. You can keep going and read it
5 asking is he sophisticated, yes, he is a 5 to me in the meantime. It's going to take
6 very sophisticated investor and he is a very 6 me a little time to find it.
7 sophisticated manipulative guy that doesn't 7 Q. That's fine.
8 like to pay his bills. 8 MR. WURTZEL: Let's go off the
9 Q. Did you ever tell anyone that 9 record while the witness finds the
10 Mr. Schnaier was easy? 10 document.
11 MR. ISSER: Objection to form. 11 THE VIDEOGRAPHER: Okay. We are
12 A. Easy? I have no idea. 12 going off the record at 12:24 p.m.
13 Q. Look at Tab 8 and we're going to 13 Stand by.
14 mark Tab 8 as Ellin Exhibit 9. 14 A. I got it.
15 (Ellin Exhibit 9, e-mail chain 15 MR. WURTZEL: Back on.
16 Re: Weinberg, marked for 16 MR. ISSER: Okay. Let's go back
17 identification, as of this date.) 17 on.
18 Q. This is an e-mail chain from 18 THE VIDEOGRAPHER: Going on the
19 February 8, 2017 and I'm looking -- 19 record.
20 THE WITNESS: Is this from your 20 Okay. We are now on the record
21 other one, Steve, number 8? 21 12:24 p.m.
22 MR. ISSER: Yes. This is from 22 CONTINUED BY MR. WURTZEL:
23 the e-mail I sent you, Rob. Did we 23 Q. Mr. Ellin, so this is an e-mail
24 lose the court reporter or is it just 24 dated February 8, 2017. I'm looking at the
25 off the app? 25 second e-mail from the top and it's an

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2 e-mail from David Wells to you and Mr. Wells 2 you didn't read it, but if you know he was
3 writes: We need information from Joe so we 3 kicked out of the industry for illegally
4 can issue shares. . . tax ID and 4 selling Majesco, even though you wrote all
5 confirmation of who the holder is for the 5 these terrible things about Majesco in your
6 last $125,000. 6 fraudulent lawsuit, Mr. Schnaier made so
7 And you write back: E-mail him 7 much money off Majesco that he wanted to
8 ASAP and copy me. Call him. He's easy as 8 invest with me because that's where he made
9 can and will exercise warrants as well ASAP. 9 most of his life savings according to him.
10 What did you mean when you said 10 Did you know that?
11 that Mr. Schnaier was easy? 11 Q. So the question that I asked
12 A. I have no idea. 12 before to which I have not gotten an answer
13 Q. Did you mean that he was a chump? 13 is when you refer -- when you said that
14 MR. ISSER: Objection to form. 14 Mr. Schnaier was easy or you referred -- did
15 A. Is that what you think of him, 15 you mean that he was a chump?
16 you think your client's a chump? 16 MR. ISSER: Objection to form.
17 Q. I'm asking you. 17 A. I don't see where it has
18 A. He must be pretty upset that 18 anything to do with chump. I have no idea
19 you're calling him a chump. So -- 19 what that e-mail, specific e-mail means, but
20 Q. I'm asking you. You're the 20 it was really simple. It reads like would
21 witness. 21 he exercise his warrants which were at a
22 A. My guess on that would be that I 22 penny which I'm sure that you're smart
23 made him so much money even though you filed 23 enough to know if you can exercise warrants
24 in your scam lawsuit all about Majesco, 24 at a penny, all right, and an IPO is being
25 right, which you probably don't know because 25 priced by a bank somewhere between 12 and
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2 16, a third grade mental patient could -- 2 probably is a chump.
3 would want to exercise his warrants. So I'm 3 Q. I'm going to ask the court
4 guessing that saying easy was, is that this 4 reporter to read the question back.
5 was something that Joe made so much sense 5 (Whereupon, the requested
6 for him to do because he had one penny 6 portion of the record was read back
7 warrants exercised. Does that make sense 7 by the reporter.)
8 now? 8 A. I didn't think anything
9 Q. How many third grade mental 9 negatively of Mr. Schnaier until after he
10 patients do you have regular contact with? 10 sold us a fraudulent business that he didn't
11 MR. ISSER: Objection to form. 11 pay his bills. I thought -- I thought he
12 A. Not that many before this call. 12 was a very nice kid and I thought I was
13 Q. I'm sorry? 13 going to make him again another fortune like
14 A. Not that many before this call. 14 I did. All right? Unfortunately,
15 Q. How so? 15 unfortunately he's not grateful even though
16 A. You know those warrants were at 16 he's made so much money in this, which is
17 a penny; right? 17 the way that you're getting paid. Right?
18 Q. As of February of 2017, did you 18 You got paid off of all the stock that he
19 believe that Mr. Schnaier was a chump? 19 got to sell in this company; correct?
20 MR. ISSER: Objection to form. 20 Q. When you say you didn't think
21 A. I don't even know what the 21 anything negatively of Mr. Schnaier until
22 question is. Okay? If you keep calling 22 after he sold us the fraudulent business,
23 your client a chump, all right, I mean, you 23 you're referring to the sale of Wantickets
24 know, I don't know what to tell you. If 24 and the APA?
25 that's how you feel about him, you know, he 25 A. I'm talking about the assets he

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2 sold us; yes. 2 Q. Is that how you speak to people
3 Q. So let's look at Tab 39 again, 3 about whom you don't think negatively?
4 which is Ellin Exhibit 2. 4 MR. ISSER: Objection to form.
5 A. What number tab? 5 A. Yeah, it wasn't about what I
6 Q. Tab 39, which is Ellin Exhibit 2. 6 thought about him as a person. It was what
7 MR. ISSER: It's the text 7 I thought about what he was doing to the
8 messages, Rob. 8 business. If you remember, I almost bought
9 A. Hold on. Okay. Go ahead. 9 his company -- I almost bought the equity of
10 Q. So I'm looking at the second 10 his company, but he destroyed the business
11 page about halfway down there are texts from 11 and damaged it so badly that by the time we
12 February 22 and 23, 2007, this is about two 12 bought it, all we bought were the final
13 and a half months before the APA and thus 13 assets left in the business, all right,
14 during the period when you said that you 14 without the liabilities, all right, so he
15 didn't think anything negatively of 15 was destroying his own company and ending up
16 Mr. Schnaier. Do you see the text on 16 with lawsuits with everybody, but I didn't
17 February 22 you write to Mr. Schnaier may 17 have anything personally against him. I was
18 not make it dumby [sic]. 18 trying to -- I was trying to help him, but
19 Then the next day you write you 19 he was -- he was doing some pretty dumb
20 are fucking clown. I'm done. Call me in 20 things including, you know, diluting his
21 two years when stock frees up. 21 business down from, you know, by almost
22 And then later you write: Your 22 80% -- 80 plus percent revenues over the
23 [sic] an idiot. Enough already. 23 three-year period.
24 Do you see it? 24 Q. So if Mr. Schnaier were harming
25 A. I see it. 25 his business in this way, why did you go
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2 forward with the asset purchase agreement? 2 help him and save his business and save him
3 A. I only bought the assets, I 3 from himself candidly.
4 didn't take his liabilities. Right? I only 4 Q. So why would you buy the assets
5 bought his assets because we felt that there 5 of a business run by someone that you
6 was an intriguing opportunity to save his 6 believed was a dummy, an idiot and a fucking
7 business, and if he didn't lie to every one 7 clown?
8 of his customers and tell them like Michael 8 A. So --
9 Gruber at Caesars who is a dear friend of 9 MR. ISSER: Objection to form.
10 mine and tell them that he was sending Fed 10 Objection to the extent it
11 Exes, sending wires, and they closed the 11 mischaracterizes his testimony.
12 businesses down and they stopped doing 12 A. So, again, so, again, we didn't
13 business with them, if he had stopped doing 13 buy his business. Right? Maybe you don't
14 things like that, we could have fixed his 14 understand the difference between buying a
15 business, and because we had such strong 15 business and just buying the assets. Right?
16 relationships with festival owners and clubs 16 We left all the liabilities behind. But we
17 around the world, we felt we could fix his 17 did -- we do think that, you know, pre-Joe
18 business and all the damage he had done to 18 Schnaier, the technology that they had at
19 destroy all that value for all those 19 Wantickets was effective, they had some good
20 investors that are now suing him, we thought 20 customers left even though they were being
21 we could help save it, and we bought it for 21 sued by others, they had some good customers
22 such a novel amount as you can see in the 22 left that could be -- really could be turned
23 S-1, it literally got, you know, got almost 23 into material customers that could work with
24 nothing in the entire S-1, you know, in 24 our live streaming business, and,
25 terms of what we bought, we thought we could 25 unfortunately, Mr. Schnaier decided not only

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2 not to pay him, but to lie, deceive, tell 2 Q. Did Bank of Montreal ever agree
3 him he's sending Fed Exes, telling he's 3 to raise a certain amount of money in
4 sending wires and really damage the company 4 connection with LiveXLive Media stock?
5 dramatically and sadly lose all those people 5 MR. ISSER: Sorry. Could you
6 their jobs. 6 read back the question? You faded out
7 Q. Did Mr. Schnaier fire all the 7 for me, Josh. I didn't hear that.
8 employees of Wantickets? 8 Q. Did Bank of Montreal ever agree
9 MR. ISSER: Objection to form. 9 to raise a certain amount of money in
10 A. Indirectly fired them in that he 10 connection with LiveXLive Media stock?
11 never put the money in to pay the bills, 11 MR. ISSER: Objection to form.
12 right, which caused the demise of the 12 MR. WURTZEL: No. Hold on.
13 business, which is the demise of the 13 There's a -- that's wrong. Sorry. I'm
14 business, employees had to be let go, and 14 going to strike the question.
15 sadly -- 15 Q. Did Bank of Montreal ever agree
16 Q. So if Mr. Schnaier indirectly 16 to raise a certain amount of money in
17 fired them, who directly fired them? 17 connection with a public offering in
18 A. You know -- 18 connection with LiveXLive Media stock?
19 MR. ISSER: Objection to form. 19 MR. ISSER: Objection to form.
20 A. I don't know exactly who on my 20 You can answer, Rob.
21 management team, but we had to unfortunately 21 A. As you are aware, Bank of
22 let people go because of Mr. Schnaier's 22 Montreal filed on the left-hand side of the
23 behavior, because of his -- his unethical 23 cover, right, filed a -- a -- I think it was
24 behavior in not paying his bills or paying 24 $75 to a $125 million dollar S-3 registration
25 his employees. 25 statement in an attempt to raise money for
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1 Ellin - Confidential 1 Ellin - Confidential
2 the company to finance the company. When 2 file that registration statement that you're
3 that financing didn't happen, they filed a 3 talking about?
4 second registration statement to again try 4 MR. ISSER: Objection to form.
5 to raise money for the company. So not only 5 A. That's a great question. Let me
6 did they do it once, but they did it twice, 6 see if I have it on my desk. It was
7 which you're well aware of. I know you can 7 somewhere -- it was somewhere around -- I
8 read public documents and see their name on 8 think it was filed in May of 2017
9 the cover. 9 approximately.
10 Q. I'm not asking you whether 10 Q. So other than -- other than
11 LiveXLive -- whether Bank of Montreal 11 filing this registration statement, did Bank
12 attempted to raise a certain amount of 12 of Montreal ever agree to raise a specific
13 money. I'm asking you whether Bank of 13 amount of money in connection with the
14 Montreal ever agreed with LiveXLive Media to 14 LiveXLive Media public offering?
15 raise a certain set amount of money in 15 MR. ISSER: Objection to form.
16 connection with a LiveXLive Media public 16 A. That's what a public offering
17 offering. 17 is. Right? They're on the cover, filing
18 MR. ISSER: Objection to form. 18 publicly, the registration statement.
19 A. Well, you know, without getting 19 Now --
20 into the legal, because I'm not a lawyer in 20 Q. My question is other than the
21 this, right, if you file a registration 21 filing -- excuse me -- my question is other
22 statement and you put your name on the cover 22 than the filing of this vegetation statement,
23 of someone's company, you've been brought in 23 did Bank of Montreal ever agree to raise a
24 to raise capital for the company. 24 specific amount of money in connection with
25 Q. And when did Bank of Montreal 25 the LiveXLive Media public offering?

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2 MR. ISSER: Objection to form. 2 happens when you bring in an investment
3 A. That's the only thing I know. 3 banker to lead your IPO, all right, and they
4 That's the only way I know of raising money 4 put your name on it, they have taken on the
5 into a public company unless you have some 5 responsibility and they took us around to, I
6 other form. 6 don't know, 12 cities, 50 investors to raise
7 Q. Did Bank of Montreal enter into 7 that money.
8 a contract with LiveXLive Media under which 8 Q. So you testified before that --
9 it agreed to raise a specific amount of 9 do you want to take a break, Mr. Ellin?
10 money in a LiveXLive Media public offering? 10 A. No. I'm good. Do you want to
11 MR. ISSER: Objection to form. 11 take a --
12 A. So, you know, it's a great 12 Q. Do you want to go off the --
13 question. I don't know exactly. I have to 13 A. -- break?
14 think about what, you know, piece of paper 14 Q. Well, I see you're moving
15 would be there, but, again, contractual 15 around, so let's take a break.
16 obligation to attempt to raise money, when 16 A. Well, I'm allowed to move around.
17 you publicly file the registration statement, 17 Q. Well, you should be sitting
18 you've contractually obligated to attempt to 18 during the questioning. So let's go off the
19 raise that money. They filed with the SEC, 19 record.
20 approved by the SEC, and then did it again 20 MR. ISSER: While we're off,
21 and filed again. So the answer is yes. 21 Josh, it's 12:30 --
22 Whether or not there's actually a signed 22 MR. WURTZEL: Hold on. The
23 paper on those, I don't know. I'm not sure 23 court reporter has to take us off the
24 if that's needed or not needed. I would 24 record.
25 assume it is, but that's typically what 25 A. I'll sit back down for you, but
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2 I didn't know that that was a rule, I had to 2 lunch.
3 be sitting for your questions. 3 THE WITNESS: I feel great.
4 MR. WURTZEL: Steve, if you were 4 Let's keep going. I know Mr. Wurtzel
5 going to ask about taking a break, why 5 has all the time in the world.
6 don't we -- since the witness is able 6 MR. ISSER: Is there a question
7 to stay seated for a few more minutes, 7 pending?
8 then -- 8 MR. WURTZEL: I'm looking at the
9 MR. ISSER: It's not a short 9 last question.
10 break. I mean, you know, it's 12:30. 10 Q. You testified before that this
11 In the next hour or so, we should take 11 registration statement, at least the first
12 a lunch break based on New York time. 12 registration statement that Bank of Montreal
13 That's all I'm saying. 13 filed was in May of 2017. So before that
14 MR. WURTZEL: That's what I was 14 registration statement was filed, had Bank
15 proposing. 15 of Montreal signed anything committing to
16 MR. ISSER: All right. 16 raise a certain amount of money for
17 A. Just how many breaks do you plan 17 LiveXLive Media's public offering?
18 on taking today? I know you have all the 18 MR. ISSER: Objection to form.
19 time in the world. All right? How many 19 Objection, asked and answered.
20 breaks do you plan on taking? 20 A. Yeah, I've already answered that.
21 Q. However many you, your counsel 21 Q. No, you haven't. So please
22 or I or the court reporter or videographer 22 answer.
23 request. 23 A. Yes, I have. My answer was I do
24 MR. ISSER: Rob, if you're 24 not know if there is a document that was
25 feeling good, we can go longer before 25 signed previously, but they filed two

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2 registration statements with their name on 2 not only they were the bankers of the record
3 the left-hand side of the cover. 3 for LiveXLive to go out and raise the capital,
4 Q. Let's look at Tab 7 -- 4 they took me out to 12 plus cities multiple
5 MR. ISSER: That's one of the 5 times in order to raise 75 to 125 million
6 ones I sent you, Rob. 6 dollars.
7 Q. -- which is marked as Ellin 7 Q. So my question was: What were
8 Exhibit 1. 8 you referring to when you said that they
9 A. Okay. Go ahead. 9 signed an IPO?
10 Q. This was the e-mail that you had 10 A. I don't know.
11 sent to Mr. Schnaier on December 25 of 2016 11 MR. ISSER: Objection to form.
12 and I'm looking about, I don't know, 80% of 12 Q. Do you understand what it means
13 the way down, do you see it says in bold 13 to sign something?
14 Bank of Montreal? 14 MR. ISSER: Objection to form.
15 A. I see it. ; yes. 15 A. Yes, I understand what it means
16 Q. And do you see below that you 16 to sign something.
17 wrote to Mr. Schnaier, signed an IPO for 17 Q. So --
18 $75-125M? Do you see that? 18 A. I do not --
19 MR. ISSER: Objection to form. 19 Q. -- what document were you
20 Q. So this was in December of 2016, 20 referring to had been signed by Bank of
21 about let's say five months before this 21 Montreal in this e-mail?
22 registration statement you testified about. 22 MR. ISSER: Objection to form.
23 What were you referring to when you said 23 A. I don't know exactly.
24 that Bank of Montreal had signed an IPO? 24 Q. Was there a signed document that
25 A. Like I said, they not only -- 25 existed that you were referring to?
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2 A. This is now the fifth time I am 2 signed document Mr. Ellin referred to.
3 answering it. I do not know if there's a 3 I don't remember Mr. Ellin referring to
4 signed document. I do not remember that 4 any signed document.
5 e-mail, but they were our bankers who filed 5 MR. WURTZEL: I'm talking about
6 the IPO. 6 in the e-mail.
7 MR. WURTZEL: All right. So I 7 MR. ISSER: I don't know that
8 call for the production of the signed 8 the e-mail does either, but we'll take
9 document that Mr. Ellin was referring to 9 your request under advisement.
10 in this e-mail that's Ellin Exhibit 1. 10 MR. WURTZEL: Thank you.
11 MR. ISSER: Well, for the 11 Q. Mr. Ellin, did JMP ever agree
12 record, in response, we'll take it 12 with LiveXLive Media to raise a certain
13 under advisement, but I disagree with 13 amount of money for it in connection with
14 your characterization of Mr. Ellin's 14 its public offering?
15 testimony and your characterization of 15 MR. ISSER: Objection to form.
16 the e-mail. As for your -- to clarify, 16 A. Again, again, JMP, BMO and
17 we will take your document request 17 multiple other underwriters filed with the
18 under advisement with those objections 18 SEC, filed registration statements, took us
19 noted because I'm not sure exactly what 19 out on the road to raise the money.
20 we're looking for. 20 Q. Did JMP agree to either raise
21 MR. WURTZEL: You can object 21 or commit $75 million in investment for
22 because I don't think there is a 22 LiveXLive Media?
23 document you're going to produce, but 23 MR. ISSER: Objection to form.
24 I'm happy to be proven wrong. 24 A. I know you love wasting time,
25 MR. ISSER: Well, you said the 25 but I just answered you, JMP, not only did

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2 they agree to attempt to raise the money, 2 money for it in connection with its public
3 but they took us out on the road and did 3 offering?
4 raise us the money, which you're well aware. 4 MR. ISSER: Objection to form.
5 All right? You're well aware of this; right? 5 A. They don't agree to a certain
6 You're well aware that -- 6 amount of money. They go out and attempt to
7 MR. WURTZEL: I'll ask the court 7 raise it and they did and they closed it.
8 reporter to read the question back 8 Q. Did JMP commit to raising money
9 because the witness hasn't answered it. 9 at a set dollar price per share?
10 Q. Please listen to the question. 10 MR. ISSER: Objection to form.
11 MR. ISSER: Objection to -- 11 Objection, asked and answered.
12 A. I know you have all the time -- 12 A. Nobody -- nobody guaranteed what
13 MR. ISSER: I think the witness 13 price it would. They went out in the first
14 has answered it. 14 round between 12 and $16 a share as you're
15 A. -- plenty of time, not only did 15 well aware in the S-1. Okay? When it
16 they take us out three times, but they 16 failed, they went back out I believe at $7.
17 raised us some money and we filed with the 17 And when it failed again, it went back out
18 capital raised that we raised $23 million, 18 again and they raised the money at $4, okay,
19 okay, in December of 2017 with JMP as our 19 which is all publicly filed, right, like
20 bankers. Is that crystal clear? 20 anything that is completed, right, it's
21 Q. My question, I actually don't 21 filed with 8-Ks and press releases and it's
22 need the court reporter to read it back, my 22 all in the Qs and Ks. Does that answer your
23 question was not whether they raised money, 23 question?
24 my question was: Did JMP ever agree with 24 Q. Did you ever tell Mr. Schnaier
25 LiveXLive Media to raise a certain amount of 25 that JMP was in for $75 million for a
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2 LiveXLive Media public offering? 2 (Whereupon, the requested
3 MR. ISSER: Objection to form. 3 portion of the record was read back
4 A. Even though your client has 4 by the reporter.)
5 owned a brokerage firm, did his own IPOs, 5 MR. WURTZEL: I would like an
6 okay, did his own registration statements, 6 answer to that question. Before the
7 okay, participated in many IPOs of his own, 7 answer is read, you're welcome to do
8 okay, even though he's been kicked out of 8 that off the record --
9 the industry for life, he is well aware that 9 MR. ISSER: The answer --
10 nobody made the commitment that they were 10 MR. WURTZEL: -- I would like an
11 guaranteeing they were putting money. They 11 answer to the question.
12 don't guarantee the money. The money was 12 MR. ISSER: I wanted the answer
13 that they would go out and bring it to 13 read because he did answer the
14 investors to see what those investors would 14 question. Read the answer.
15 invest in the company. So your sophisticated 15 MR. WURTZEL: Okay I'm looking
16 investor who got himself kicked out of the 16 at --
17 industry for illegally selling stock is well 17 MR. ISSER: And if I'm wrong --
18 aware that nobody is telling him there was 18 MR. WURTZEL: I said --
19 any guarantee. 19 MR. ISSER: -- I'd like to hear
20 MR. WURTZEL: Robin, can you 20 the answer to show that I am wrong, but
21 read the question back, please? 21 you won't let her read back the answer,
22 THE REPORTER: Yes. 22 so go on.
23 MR. ISSER: Can you read the 23 Q. Mr. Ellin, did you ever tell
24 answer too, please? 24 Mr. Schnaier that JMP was in for $75 million
25 THE REPORTER: Okay. 25 for LiveXLive Media public offer? It's

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2 either yes I did or no, I didn't. 2 finish.
3 MR. ISSER: Objection to form. 3 A. I don't know --
4 Objection, asked and answered. You can 4 MR. ISSER: You're interrupting
5 answer. 5 the witness.
6 THE WITNESS: What's that? 6 A. What is it you --
7 Q. Your counsel told you you can 7 Q. Go on. I'd like to hear this.
8 answer. 8 Go on.
9 A. No, for the 18th time. 9 MR. ISSER: Let the witness
10 Q. Please open up Tab 39, which we 10 finish. You interrupted him again.
11 had previously marked as Ellin Exhibit 2. 11 A. Go on. I'd like to hear this.
12 So let's look at the very first 12 MR. ISSER: Why do you keep
13 text message on the top left of February 11, 13 saying go on? Let him give his answer.
14 2017. You write to Mr. Schnaier JMP in for 14 He doesn't need your permission to go
15 75 mil or as much as BMO. 15 on.
16 Do you see that? 16 A. So JMP, I have no idea what that
17 A. I see it. 17 e-mail means and I have no idea what in
18 Q. So you did tell Mr. Schnaier 18 means. You seem to take, you know, two
19 that JMP was in for $75 million? 19 letter words and turn them into stories.
20 MR. ISSER: Objection to form. 20 Right? But JMP, yes, was one of the bankers
21 A. First of all, I have no idea 21 who joined in the IPO, all documented, all
22 what in means, all right, you're just making 22 right, in every single one of the filings
23 up words to waste time again. Okay? 23 including that they ended up raising our
24 Q. These are your words. 24 final capital.
25 MR. ISSER: Let the witness 25 Q. Okay.
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2 So when I asked you two minutes 2 a banker, which may mean -- may possibly
3 ago: Mr. Ellin, did you ever tell 3 mean in means they are going to attempt to
4 Mr. Schnaier that JMP was in for $75 million 4 raise the money. And that's what --
5 for LiveXLive Media public offering, and you 5 Q. Why didn't you just say that
6 wrote -- your response was no for the 18th 6 though?
7 time. That testimony was false; is that 7 MR. ISSER: Objection to form.
8 right? 8 A. I did say that.
9 A. No. 9 Q. You just gave me a relatively
10 MR. ISSER: Objection to form. 10 plausible explanation. Why didn't you say
11 A. No, it's not. It's not false. 11 that to Mr. Schnaier?
12 It's not false at all. 12 MR. ISSER: Objection to form.
13 Q. You didn't -- so you didn't tell 13 A. Do you have a question for me?
14 Mr. Schnaier that JMP was in for $75 million? 14 Q. Yes.
15 A. I don't know what in means. 15 MR. WURTZEL: Can the court
16 Right? And in -- 16 reporter please read back the question?
17 Q. Well, what did you mean when you 17 (Whereupon, the requested
18 said it? 18 portion of the record was read back
19 A. I have no idea. I have no idea. 19 by the reporter.)
20 We have to go back to where that was, but 20 MR. ISSER: Objection to form.
21 Mr. Schnaier, your client, your crooked 21 A. I still don't -- I don't know
22 client who has been kicked out of the 22 what the question is. Say what?
23 industry for life, for illegally selling 23 Q. You said that Mr. Schnaier knows
24 stock, who has done many IPOs knows that an 24 that an underwriter like JMP agreed to be a
25 underwriter, right, like JMP agreeing to be 25 banker, which may mean, may possibly mean

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2 they are going to attempt to raise money. I 2 know. I think it was probably --
3 said: Why didn't you say that to Mr. Schnaier 3 Q. The --
4 instead of just saying JMP in for 75 million? 4 A. It was probably where they were
5 A. I still don't know what your 5 attempting to price the IPO and then they
6 question is. 6 raised the price when there were additional
7 Q. You don't understand that 7 acquisitions that were added.
8 question? 8 MR. WURTZEL: Steve, this is a
9 A. I don't know what the question is. 9 logical place for a break. I'm happy
10 MR. WURTZEL: I'd like the court 10 to continue, but I'm also happy to take
11 reporter to read it back again so 11 a lunch break recognizing that it's not
12 perhaps the witness can figure it out. 12 lunchtime in LA, but I defer to you and
13 (Whereupon, the requested 13 I guess to your witness.
14 portion of the record was read back 14 A. I prefer to -- I prefer to keep
15 by the reporter.) 15 going because it's nowhere near lunchtime,
16 THE REPORTER: That's the 16 but, you know, you tell me.
17 question. 17 MR. ISSER: Do you want to go
18 A. Again, I don't remember that 18 to -- it's 12:53. If we go to 1:30,
19 specific e-mail and I don't know what in 19 what time is that in LA doing the quick
20 means and that's my answer. 20 math?
21 Q. And then the next text message 21 MR. WURTZEL: Why don't we do
22 you send you wrote: 6 to $8. What were you 22 this. Why don't we take a three-minute
23 referring to there? 23 break, come back and then we can go for
24 A. I don't know. Because it ended 24 another half hour and then take a lunch
25 up because it was 12 to $16, so I don't 25 break.
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1 Ellin - Confidential 1 Ellin - Confidential
2 MR. ISSER: All right. 2 A. I don't remember. I've
3 MR. WURTZEL: Let's say 1:00. 3 invested -- I've invested so many times into
4 It's 12:54, so 1:00. 4 the company, that I don't have the exact,
5 MR. ISSER: 1:00. Everyone back 5 but you can easily read all my filings,
6 at 1. 6 right, because I know -- I know you have the
7 MR. WURTZEL: All right. 7 capability of doing that, so all my filings
8 THE VIDEOGRAPHER: Okay. We are 8 are public, so I've invested, I don't know,
9 going off the record at 12:54 p.m. 9 ten different times in this company for the
10 (Whereupon, a brief recess was 10 last seven years, eight years.
11 taken.) 11 Q. So I'm only focused on the time
12 THE VIDEOGRAPHER: We are on the 12 period January 1, 2015 through May 5, 2017.
13 record 1:03 p.m. Proceed. 13 When you said that you invested, are you
14 CONTINUED BY MR. WURTZEL: 14 referring to you personally or you
15 Q. Mr. Ellin, between January 1, 15 indirectly through a company or a trust?
16 2015 and May 5, 2017, so that's the time 16 A. Myself and my affiliates.
17 period I'm asking about, how many investors 17 Q. Sorry?
18 paid cash in exchange for LiveXLive Media 18 A. Myself and my affiliates.
19 stock? 19 Q. So why do you mean by your
20 A. I don't remember. 20 affiliates?
21 Q. Was it more than one? 21 A. Any that -- you know what an
22 A. I don't remember. I mean, 22 affiliate is?
23 probably very few other than myself. 23 Q. Well, what do you believe an
24 Q. So in that time period, how much 24 affiliate is?
25 stock did you buy from LiveXLive Media? 25 A. Anyone who is an affiliate of

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2 mine. 2 LiveXLive Media?
3 Q. What -- 3 A. Well, maybe --
4 A. That's what it means. 4 MR. ISSER: Objection to form.
5 Q. When you say an affiliate of 5 A. Maybe you need a hearing aid.
6 mine, what are you referring to? 6 This is the third time. I do not remember
7 A. Anyone that I would have to file 7 during which periods of time.
8 alongside of myself that I have a control 8 Q. But you're sure that you did
9 position or an ownership position would be 9 personally invest cash during that period of
10 an affiliate of mine. 10 time?
11 Q. And so you said that both you 11 A. I do not know. I invested over
12 and your affiliates invested cash into 12 a seven-eight year period many, many times
13 LiveXLive Media in exchange for stock during 13 in this company and you can easily read it
14 this period; correct? 14 by spending all that free time you have
15 MR. ISSER: Objection to form. 15 looking at my filings.
16 A. I do not remember during which 16 Q. During this period, what of your
17 dates I've invested as I said now for the 17 affiliates invested cash in LiveXLive Media?
18 second time. For well over seven years in 18 MR. ISSER: Objection to form.
19 this company, maybe eight years in this 19 A. I do not remember.
20 company, I've invested many times, including 20 Q. How many different affiliates
21 as of two weeks ago. 21 were there?
22 Q. So I'm only talking about the 22 A. I do not remember.
23 period January 1, 2015 through May 5, 2017, 23 Q. Was it more than one?
24 how much cash did you personally, not your 24 A. I do not remember.
25 affiliates, did you personally invest into 25 Q. Were you the sole owner of these
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2 affiliates? 2 A. I don't --
3 MR. ISSER: Objection to form. 3 MR. ISSER: Objection to form.
4 A. I don't remember. 4 A. I don't remember.
5 Q. And during this period, January 1, 5 Q. Did you tell Joe Schnaier that
6 2015 through May 5, 2017, how much per share 6 investors were buying LiveXLive Media stock
7 did you personally pay for the shares that 7 at a certain price per share?
8 you bought? 8 A. I don't remember.
9 A. Again, I do not remember. 9 MR. ISSER: Objection.
10 Q. And during this period January 1, 10 A. I don't remember.
11 2015 through May 5, 2017, how much per share 11 Q. Did you tell Mr. Schnaier that
12 did your affiliates pay for the shares that 12 different investors were paying different
13 they bought? 13 prices?
14 MR. ISSER: Objection. 14 MR. ISSER: Objection to form.
15 A. I do not remember. 15 A. Mr. Schnaier has every single
16 Q. Other than you and your affiliates, 16 filing and he knew every single filing and
17 during this period, were there any other 17 every single financing we did. Again, your
18 investors who paid cash in exchange for 18 disbarred client is a 24, Series 7, Series 63,
19 LiveXLive Media stock? 19 25 years plus of history of investing.
20 MR. ISSER: Objection. Asked 20 Anything that we did during any period of
21 and answered. 21 time would have to be publicly filed. In
22 Q. You can answer. 22 his filing, okay, which he had to sign off
23 A. I don't remember. 23 on when he made his investment, right, was
24 Q. Did you tell Joe Schnaier that 24 an 8-K filing of his investment, so he's
25 you were raising money from investors? 25 well aware of when he invested and whether

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2 there was anybody else invested alongside of 2 wasn't material -- material, it's possible
3 him. 3 that you wouldn't see it, but I highly doubt
4 Q. So, Mr. Ellin, if somebody -- if 4 it. I think any -- I think any, and I'm not
5 an investor buys $10 million worth of stock 5 a lawyer, I think any filing, any filing --
6 directly from the company, would that have 6 Q. I just lost you.
7 to be disclosed to the SEC? 7 A. Yeah, yeah, I may have to jump
8 MR. ISSER: Objection, 8 off in a minute for a second because my
9 hypothetical. Objection to the extent 9 dad's calling from the hospital. Any
10 it calls for a legal conclusion. But 10 material investment certainly has to be.
11 you can answer. 11 I believe certainly at the time that
12 A. Simply anything that's material 12 Mr. Schnaier invested since we were basically
13 has to be disclosed, and I don't know if 13 a shell company, an early stage company that
14 10,000 would have been material at what 14 had almost no revenues, that almost anything
15 point, but yes, everything has to be 15 we raised would have had to have been
16 disclosed of materiality. 16 disclosed. I would be shocked if there was
17 Q. So if a particular investment 17 any, any equity debt investments that were
18 was not great enough to be considered 18 not disclosed.
19 material as you said, then how would 19 Q. Who decided whether particular
20 Mr. Schnaier have known how much that 20 equity investments would be disclosed?
21 particular investor bought in and at what 21 MR. ISSER: Objection to form.
22 price? 22 A. The lawyers.
23 MR. ISSER: Objection. Calls 23 Q. Whose lawyers?
24 for speculation. 24 A. The laws for LiveXLive.
25 A. Yeah, if it wasn't -- if it 25 Q. Let's look at Tab 5, which we'll
Page 148 Page 149
1 Ellin - Confidential 1 Ellin - Confidential
2 mark as Ellin Exhibit 10. 2 priced. Probably whatever was the stock
3 (Ellin Exhibit 10, Letter of 3 price that day was used, which is almost
4 Intent dated July 19, 2016, marked for 4 irrelevant since it was a public shell at
5 identification, as of this date.) 5 the time, it was used as a barometer to it
6 A. Okay. 6 is my guess, but I don't remember.
7 Q. So Ellin Exhibit 10 is the 7 Q. I'm not asking about the price
8 Letter of Intent dated July 19, 2016. 8 per share. I'm talking about the first
9 Is that your signature on the 9 sentence that says that the payment would be
10 second page? 10 $20 million in consideration. How was that,
11 A. It looks like it. 11 forget about the $5 per share, how was the
12 Q. Do you recall executing this 12 $20 million in consideration arrived at?
13 Letter of Intent? 13 A. I have no idea.
14 A. I don't remember. 14 Q. But you testified earlier that
15 Q. So I'm looking at paragraph 2 on 15 Mr. Schnaier had bought Wantickets for only
16 the first page. It says Purchaser, 16 $4 million, I think probably around this
17 referring to Loton Corp. -- which was the 17 time, so why were -- why was LiveXLive Media
18 predecessor to LiveXLive -- Purchaser would 18 willing to pay $20 million in consideration
19 acquire a 100% interest in Wantickets RDM, 19 for it?
20 LLC, and any and all affiliates as a 20 MR. ISSER: Objection to form.
21 subsidiary of Loton Corp for a total of $20 21 Objection to the extent it
22 million in consideration. I'll stop there. 22 mischaracterizes his testimony.
23 How was that price of $20 million 23 THE WITNESS: Yeah.
24 dollars arrived at? 24 MR. ISSER: Objection to the
25 A. I don't remember how it was 25 extent it calls for speculation. You

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2 can answer. 2 liquid and really knew what the stock was
3 A. Yeah, it's basically irrelevant; 3 going to trade at. The stock traded --
4 right? The stock never traded. So this 4 literally traded maybe a hundred shares or
5 wasn't a cash deal, it was a stock deal, so 5 200 shares a year for the last four years
6 it was only based off the stock which never 6 before, so it was really irrelevant what it
7 traded, so the number of shares times the 7 was. It was just a number of shares times
8 purchase price, right, was a barometer to 8 I'm assuming what the stock price was that
9 where it was, but it was really irrelevant 9 day.
10 because what it came down to is what was the 10 Q. So as of July 19, 2016, how much
11 value of that stock gonna be going forward. 11 did you think 100% interest in Wantickets
12 Q. So if the total dollar figure of 12 RDM, LLC was worth?
13 $20 million was, as you say, irrelevant, why 13 MR. ISSER: Objection to form.
14 not just say that the consideration was a 14 A. It was very arguable what it was
15 certain number of shares, why not say that 15 worth, but it was worth very little as you
16 the consideration was just a certain number 16 can see in the IPO. It was barely even
17 of shares, why tie it to a specific dollar 17 mentioned in the IPO because we didn't buy
18 value? 18 the company, we only bought the assets, and,
19 MR. ISSER: Objection to form. 19 as you know, the assets were nominal, the
20 A. No clue other than I think your 20 liabilities were higher than the assets,
21 client wanted that even though he knew as an 21 which is why we left the liabilities behind,
22 expert, you know, that it was irrelevant, 22 but there were almost no assets because
23 that it was really just a percentage of what 23 Mr. Schnaier refused to pay his customers,
24 the shares were that were outstanding, and 24 so there was nothing left. In fact, what he
25 it was irrelevant until the company became 25 did was is he took the ticketing money that
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2 people were paying in advance and illegally 2 Mr. Schnaier called me, in fact begging me
3 stole it and used it for his own use; right? 3 sometimes to try to save the business
4 So what he did was he didn't pay the parties 4 because he was destroying the business. He
5 back for pre-sales. You understand what 5 called me when he got into his lawsuit with
6 that means; right? So it's a New Year's Eve 6 Eventbrite, he called me when he was in a
7 party, he collects the money in June, he 7 fight with his two key managers who happened
8 uses it on his own things, including his 8 to do a great job with the business. The
9 credit cards, and then doesn't pay it to the 9 minute they left, Mr. Schnaier just destroyed
10 customer. 10 the business, so he begged me, and we
11 Q. So if you believed -- 11 believed because of our relationships,
12 A. So there was really -- 12 right, my team has enormous relationships
13 Q. Hold on. 13 with The Wynn Hotel, Caesars Hotel, all of
14 If you believed that the assets 14 these parties that we do business with
15 were nominal, the liabilities were higher 15 including with currently, right, and
16 than the assets, then why were you willing 16 Mr. Schnaier caused massive damage by lying,
17 to acquire a 100% interest in Wantickets, 17 cheating, stealing, stealing pre-tickets,
18 right, as of July 19, 2016 at all? 18 using it for his own uses, okay, and
19 MR. ISSER: Objection to the 19 unfortunately, you know, when we bought it,
20 form. Objection to the extent it 20 we just bought the assets of it in the hopes
21 mischaracterizes his testimony. 21 that we could turn it around for him.
22 A. I've already answered that. I 22 Right? And what did he do? He went to a
23 already told you that the reason why we 23 whole another level of disgusting behavior
24 thought the asset could be valuable is 24 and decided to lie? And in writing -- okay --
25 because we thought we could save it and 25 you've seen all these, he sent Michael

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2 Gruber who is running all of Caesars, 2 stock price was irrelevant because it never
3 probably the most powerful casino, sent him 3 traded, so this was like a public shell,
4 e-mails Fed Ex were coming, wires were 4 right, that had a story behind it that he
5 coming, wires in e-mails, you know, checks 5 was rolling in this little asset, that if
6 are in the mail, and continued to lie until 6 all this happened and if I was able to turn
7 finally Michael, who is a dear friend of 7 his business around or he performed in the
8 mine, said: Rob, as much as you're my 8 lies that he claimed which was that he was
9 friend, I will never do business with this 9 about to sign a massive deal with Hard Rock
10 company again, this guy is a common 10 and a massive deal with Planet Hollywood,
11 criminal. And that happened across the 11 which turned out to be complete lies, not
12 board, as you could see by the lawsuits with 12 only were they lies, but the CEOs of those
13 Wynn and all of the -- all of the -- almost 13 companies, right, have stated to many people
14 every single customer has now sued him 14 that Mr. Schnaier was a fraud, that his
15 previously and after for the same behavior, 15 technology didn't do what he claimed it
16 all accusing him of the same thing, stealing 16 could do and that he was lying throughout
17 pre-ticket sales and using it for his own 17 the entire process, which was the only way
18 good and not paying his customer. 18 he was going to get that earn-out. If he
19 Q. Who came up with the $5 per share 19 hit, you know, major goals, this was a
20 term in paragraph 2 of Ellin Exhibit 10? 20 potentially great business, and ticketing
21 MR. ISSER: Objection to form. 21 businesses next to live streaming businesses
22 A. Again, my belief is, and I don't 22 is a good fit for us; right? So we looked
23 remember because no one really thought about 23 at it and said, if I can fix this for him
24 it or cared, to be honest, right? It was an 24 and I can keep this guy from continuing to
25 asset purchase, right, and all -- and the 25 do the damage he's doing to himself and to
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2 his employees and stealing from his customers, 2 Levin as you're a well aware, and they have
3 we could potentially turn this around based 3 a judgment --
4 on our relationships, and it just became 4 Q. Have your lawyers ever sued you?
5 impossible when he decided to lie. We could 5 A. Have my personally lawyers ever
6 have probably gotten away with it if he just 6 sued me? I haven't been sued personally by
7 didn't pay the bills. When he was lying and 7 a lawyer.
8 telling them Fed Exes and wires were coming, 8 Q. What about has LiveXLive Media
9 that was the end of the relationship with 9 been sued by lawyers for nonpayment?
10 everybody. You can call Lou Abin at Tao 10 A. We've been in disputes with
11 will tell you and call Michael Gruber; right? 11 attorneys, right, including Manatt Phelps
12 You wanted to represent this guy and file 12 who made a small fortune in our company, so
13 this frivolous lawsuit, but you know damn 13 yes, we've had disputes with attorneys like
14 well that every one of his customers is 14 everyone does. We didn't have a dispute.
15 suing him, you know damn well that every 15 Your client didn't have a dispute. Your
16 single investor that came in is suing him, 16 client admits he stole the money, admits he
17 you know his lawyers sued him, you know his 17 used them, accepted the lien and judgment,
18 bankers sued him and you know he didn't pay 18 okay, against them, and told them that his
19 one of them. And what did he do? He used 19 only asset that he has to pay any of these
20 my stock, right, including paying you, he 20 people back is the shares he stole from me.
21 used it to try to get out of as and I of 21 Q. And why did Manatt Phelps sue
22 these liabilities as possible. 22 LiveXLive Media?
23 Q. Your lawyer sued you, Mr. Ellin? 23 MR. ISSER: Objection to form.
24 MR. ISSER: Objection to form. 24 A. We fired them.
25 A. No. His lawyer sued him, Mintz 25 Q. And so why did Manatt Phelps sue

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2 the company if they were fired? 2 A. I don't --
3 A. They were fired in a dispute 3 MR. ISSER: Form objection to
4 over -- over bills and over their work they 4 the extent it characterizes what
5 were doing. 5 Mr. Berman did or did not tell the
6 Q. Okay. 6 court.
7 A. And they were replaced. 7 A. I don't remember -- I don't
8 Q. Who was your first -- who were 8 remember, but Mr. Berman is very happy and
9 the defendants' first law firm in this case? 9 very satisfied, satisfied, other than he's
10 A. Who was what? 10 not representing us in the case.
11 MR. ISSER: Objection to form. 11 Q. What about Latham & Watkins?
12 Q. What law firm represented the 12 They also represented you here; right?
13 defendants in this case when it was first 13 MR. ISSER: Objection.
14 filed? 14 A. I can't answer that question as
15 A. A guy named Mark Berman. 15 to where the relationship is with Latham &
16 Q. Okay. 16 Watkins, but, as you know, Mr. Isser is
17 And you fired him, too? 17 representing us and handling the case for
18 MR. ISSER: Objection. 18 us.
19 A. I don't know that we fired him. 19 Q. I'm not asking you about your
20 We replaced him. 20 relationship. I'm just asking did you pay
21 Q. Dispute over bills? 21 them?
22 A. I don't believe so. 22 A. I'm not --
23 Q. That's what he told the court. 23 MR. ISSER: Objection to form.
24 So was he lying? 24 A. Yeah, it's not a question --
25 MR. ISSER: Objection to form. 25 we're in -- with the insurance company today
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2 is how that goes, so I can't answer that 2 the witness is refusing to answer, so
3 question, you'd have to ask the insurance 3 we'll mark that for a ruling and we'll
4 company. 4 be back here answering it after the
5 Q. Well, you're you and the other 5 court rules on it.
6 defendants in this case put in filings 6 MR. ISSER: I object to that
7 saying that Latham & Watkins claimed to be 7 characterization, but fine, we'll let
8 owed over $600,000. Did you pay that bill? 8 the court decide.
9 MR. ISSER: Objection to form. 9 A. No problem. But very differently,
10 A. I can't answer that question. 10 your client actually, you know, accepted the
11 Q. On what basis are you refusing 11 judgment and lien, okay, against him, both
12 to answer? 12 personally and his company from Mintz Levin,
13 A. Because it's currently with 13 so he has admitted guilt and admitted that
14 legal and insurance companies to determine 14 he stole their money.
15 the -- what that relationship is. 15 Q. So if I call -- if I call up the
16 MR. WURTZEL: So I'm going to 16 lawyers at Latham that represented you and
17 make my record. Mr. Ellin has 17 asked if you paid their bills, what are they
18 previously testified how Mr. Schnaier 18 going to tell me?
19 somehow had various failings as a 19 MR. ISSER: Objection.
20 businessperson including in connection 20 Objection to the extent it calls for
21 with Wantickets and LiveXLive including 21 speculation to the extent you -- and
22 failure to pay people including 22 objection to the extent it's a
23 attorneys. I've now asked Mr. Ellin 23 hypothetical.
24 about his and LiveXLive Media's payment 24 Go ahead.
25 and nonpayment of various attorneys and 25 Q. They're going to tell me that

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2 you paid or that you didn't pay? 2 chain, marked for identification, as of
3 MR. ISSER: Same objection. 3 this date.)
4 A. Call them. Call. They'll tell 4 A. Go ahead.
5 you. You don't see any lawsuits, you don't 5 MR. ISSER: And I object to the
6 see liens or judgments, do you? Right? I 6 statement that there's going to be a
7 mean, just because -- 7 continued deposition. That's not
8 Q. I'm asking you. You're the 8 apparent. Go on.
9 witness. 9 MR. WURTZEL: It's been agreed to,
10 A. Just -- 10 so. . .
11 Q. I don't answer the questions. I 11 MR. ISSER: No. It's agreed
12 ask them. 12 that we would hold it open if documents
13 MR. ISSER: You're asking the 13 that were previously produced needed to
14 witness to tell you what Latham would 14 be asked about. You have not
15 tell you on a hypothetical phone call. 15 determined --
16 Go ahead, Rob. 16 MR. WURTZEL: Okay. We'll --
17 MR. WURTZEL: Well, the witness 17 MR. ISSER: You obviously --
18 has refused to answer the question, 18 MR. WURTZEL: Steve --
19 we'll obviously raise it with the court 19 MR. ISSER: -- don't see those
20 and we will be back here doing it with 20 documents, Josh, so if you had a
21 the rest of his continued portion of 21 document and you knew you wanted to ask
22 the deposition. 22 about, you should ask it now. It's
23 Q. Mr. Ellin, please open up Tab 33, 23 documents you discover after the
24 which we'll mark as Ellin Exhibit 11. 24 deposition that you need to ask him
25 (Ellin Exhibit 11, 4/9/19 e-mail 25 about. So there's been no agreement
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2 that we need to continue it. It's just 2 MR. ISSER: Just to be clear,
3 going to be held open. And if you -- 3 you think your fees to ask him -- I
4 you've seen documents -- 4 just want to be clear on the record
5 MR. WURTZEL: Steve, you 5 now, because you are now making a
6 produced tens of thousands of documents 6 comment, so your fees to come back and
7 last week. We had this discussion. 7 ask him the single question of I
8 I'm not wasting record time -- 8 believe, what was the question, if
9 MR. ISSER: That's fine, but -- 9 Latham has been paid, was that the
10 MR. WURTZEL: -- dealing with 10 question?
11 this. Okay? 11 MR. WURTZEL: Yes. That's
12 MR. ISSER: -- if you know you 12 correct.
13 have the documents, ask him -- 13 MR. ISSER: Okay. So we'll risk
14 MR. WURTZEL: Look, I -- I 14 your fees to ask that one question.
15 asked -- look -- hold on. Stop, stop. 15 MR. WURTZEL: Okay. And also
16 I asked the witness a question, the 16 the fees of the court reporter and the
17 witness refused to answer, I didn't 17 videographer and anything else, but we
18 hear you instruct him on privilege 18 don't need to discuss that here because
19 grounds, so that right there is 19 the witness has refused to answer the
20 potentially contemptuous, so we'll be 20 question, which is contemptuous.
21 seeking relief against Mr. Ellin, and I 21 MR. ISSER: I disagree with your
22 will expect that my fees will be paid 22 characterization.
23 for having to come back and ask him the 23 MR. WURTZEL: Well --
24 same questions again and we'll create a 24 MR. ISSER: Is there a court
25 list of these questions. 25 order that he's violating.

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2 MR. WURTZEL: He's violating a 2 provided this information in response to a
3 deposition notice which is contempt 3 court order directing LiveXLive Media to
4 with us. 4 provide this information?
5 MR. ISSER: Okay. 5 MR. ISSER: Objection to form.
6 MR. WURTZEL: The violation of 6 A. Sure.
7 which is contempt with us. 7 Q. Okay. Let's look at the first
8 MR. ISSER: Okay. 8 one. The first one is Jonny Gordon of
9 Q. Mr. Ellin, please turn to Tab 33, 9 Hidden Valley Capital LLC.
10 which is Ellin Exhibit 11. 10 How much did that investor pay
11 This is an e-mail dated April 9, 11 per share?
12 2019 from Kelly Zampino. 12 A. Don't know.
13 Do you recall that Ms. Zampino 13 Q. What about Stephen Baksa,
14 was the defendants' set of attorneys -- from 14 B-A-K-S-A?
15 the defendants' first law firm in this case? 15 A. I don't remember.
16 MR. ISSER: Objection to form. 16 Q. What about PJ Solit, S-O-L-I-T?
17 A. Sounds right. 17 A. I don't remember.
18 Q. So Ms. Zampino writes: Below is 18 Q. Do you remember how much money
19 a list of all persons who got LiveXLive Media 19 any of these investors paid per share?
20 stock between January 1, 2015 and May 5, 2017 20 A. No.
21 in exchange for cash consideration, and then 21 Q. So you testified before that
22 it lists 14 different investors. 22 both you and your affiliates had invested
23 Do you that? 23 cash in exchange for stock in LiveXLive
24 A. I see it. 24 Media, so which one of these 14 investors is
25 Q. Are you aware that Ms. Zampino 25 either you or your affiliates?
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2 MR. ISSER: Objection to form. 2 marked for identification, as of this
3 A. None -- 3 date.)
4 MR. ISSER: Objection to the 4 Q. All right, so --
5 extent. It mischaracterizes his 5 MR. ISSER: Is your client on
6 testimony. Go ahead. 6 the phone, Josh? This is Attorneys'
7 THE WITNESS: Yeah. 7 Eyes Only.
8 A. What I said is, clearly is that 8 MR. WURTZEL: So this document
9 myself and affiliates invested over an 9 was -- the court had ordered that this
10 18-year period multiple times. I never said 10 document could be shared with my client.
11 that I invested or know whether I invested 11 MR. ISSER: Okay. So. . .
12 during this period of time because I don't 12 Q. Mr. Ellin, does your version
13 remember. This is five years ago and we 13 have -- let's see -- do you know what this
14 have -- we have had many investors come into 14 document is?
15 the company. We have over 13,000 shareholders. 15 A. It looks like a shareholder list.
16 Okay? So none of these are affiliates of 16 Hopefully you guys aren't sharing that with
17 mine. 17 David Brooks and Billboard.
18 Q. Do you have any reason to 18 Q. Is this -- I'd like you to take
19 believe that this list is inaccurate? 19 a moment to look at this list. Do you see
20 A. No. 20 that in the first column down it lists the
21 MR. ISSER: Objection to form. 21 holder, the second column down it lists the
22 Q. Let's look at Tab 16. We will 22 description of the acquisition of the shares
23 mark Tab 16 as Ellin Exhibit 12. 23 and you'll notice that some of them say
24 (Ellin Exhibit 12, document 24 cash, the next column says Issue Date and
25 bearing Bates Nos. LXL_000925-927, 25 then the -- the fourth column from the right

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2 says Share Price/Share Post. 2 Media as well as yourself personally?
3 Can you explain to me what 3 A. I do.
4 this -- what that column Share Price/Share 4 Q. So on behalf of LiveXLive Media,
5 Post means? 5 you don't know who prepared this stockholder
6 A. I have no -- I have no idea. 6 list?
7 Q. Well, who -- 7 MR. ISSER: Objection.
8 A. I don't know what this document 8 A. No, I'm not sure who prepared
9 is. 9 this. I assume the attorneys prepared it.
10 Q. Well, who generated it? 10 But I don't know.
11 A. I have no idea. 11 Q. Was it prepared --
12 MR. ISSER: Objection to form. 12 A. Do you know who prepared it?
13 A. You tell me. 13 Q. Was it prepared in connection
14 Q. Well, you see in the bottom 14 with this litigation or did it exist before
15 right it has an LXL Bates stamp? 15 this litigation was filed?
16 A. Yeah, I see it. 16 A. I don't know --
17 Q. Do you understand that that 17 MR. ISSER: Objection to form.
18 means that LiveXLive produced this? 18 A. I don't know the answer to that.
19 A. Yeah. 19 I assume it was prepared for this litigation,
20 Q. And you have no idea who 20 I assume, because this isn't a full
21 prepared this? 21 shareholder list, so I'm not sure exactly
22 A. I'm not sure who prepared this; 22 what this list is.
23 no. 23 Q. So if we look at the dates, the
24 Q. Do you understand that your 24 issue date in the third column from the left,
25 testimony here today is on behalf of LiveXLive 25 do you see the earliest date is January of
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2 2015? And if you go to the last page, the 2 invested cash in LiveXLive Media during this
3 latest date is May 3, 2017. 3 period, January 1, 2015 through May 5, 2017.
4 MR. ISSER: Wait. I'm sorry. 4 A. Yeah.
5 January 20? Which column are you 5 Q. Looking at this list, do you
6 looking at, Josh? 6 have any reason to believe that this list is
7 MR. WURTZEL: No, the -- the 7 either inaccurate or incomplete?
8 first page of the exhibit -- 8 A. No, it looks --
9 MR. ISSER: Right. 9 MR. ISSER: Objection to form.
10 MR. WURTZEL: -- the third 10 A. It looks accurate, but this is
11 column from the left that says Issue 11 mostly -- most of these are not investors.
12 Date, the first, it's in chronological 12 Most of the invest -- most of these are
13 order it appears, the first date that's 13 consultants, advisors or people converting
14 listed says January 14, 2015. 14 their warrants from an investment years before.
15 MR. ISSER: Okay. 15 Q. So let's look down, do you see
16 MR. WURTZEL: And then the last 16 where it says Matthew Roberts and then
17 entry on the third page, the issue date 17 Marc Roberts?
18 is May 3, there's actually one above 18 A. Yes.
19 it, May 5, but the latest date on here 19 Q. All right.
20 is May 5, 2017. 20 And it says, if you look at the
21 Q. Do you see that? 21 description, cash, do you see that?
22 A. Yeah. 22 A. Correct.
23 Q. I represent to you that this was 23 MR. ISSER: Let me get there,
24 produced by your attorneys in response to a 24 Josh. I don't see it. All right.
25 request for all the shareholders who 25 MR. WURTZEL: It's about --

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2 MR. ISSER: Yes, I see it. 2 and I'm not sure are relevant to anything.
3 MR. WURTZEL: -- 12 down. 3 Q. Well, I'm looking at Matthew and
4 MR. ISSER: I got it. I got it. 4 Marc Roberts in particular where it says
5 Okay. 5 cash. Was that a cash investment or was
6 Q. You see the issue date is 6 that a warrant exercise?
7 March 19 and March 20, 2015. 7 A. I don't know. It's a good
8 A. Yes. 8 question. I would have to go back and
9 Q. And you see if we go to that 9 research what each of their investment is
10 fourth column from the right where it says 10 because they've invested in the company
11 Share Price, it says $1.50. 11 probably 10 different times --
12 A. Mm-hmm. 12 Q. Let's look --
13 Q. Okay. 13 A. -- so I have no idea.
14 Do you have any reason to 14 Q. Let's look back at Tab 33, which
15 believe that that share price is inaccurate? 15 was Ellin Exhibit 11.
16 A. I have no -- I have no idea 16 And do you see that number 12 on
17 because it may be part of an overall 17 Ms. Zampino's list is someone named Marcy
18 investment, it may be in a conversion of 18 Roberts, I assume it's a typo and should
19 debt. A lot of these people were either 19 have been Marc Roberts?
20 advisors who had warrants or invested in the 20 MR. ISSER: Which tab are we on,
21 original shell years before that I have no 21 Josh?
22 idea which one each of these pieces are, a 22 MR. WURTZEL: Tab 33, which is
23 lot of these as I see are warrant exercises. 23 Ellin Exhibit 11.
24 There's a couple of cash ones, but a lot of 24 A. That may or may not be the case
25 the cash ones are even warrant exercises, 25 because his wife's name is Marcy, but go
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2 ahead. 2 Q. Well, it's a three-page document.
3 Q. So is the couple Matthew and 3 MR. ISSER: It's a weird page
4 Marcy Roberts? 4 break. As you scan it, it seems like --
5 A. I don't know who Matthew is. 5 THE WITNESS: Oh, I see it. I
6 Q. Let's actually take a look at 6 see it.
7 the second page of Ellin Exhibit 12 -- and 7 MR. ISSER: It's not so easy to
8 looking at -- it's the page that's Bates 8 follow, Josh. Where are you so I can
9 stamped LXL 926 on the bottom right. 9 find it? Give us the date in
10 MR. ISSER: Did you say Exhibit 10 chronological.
11 12? 11 MR. WURTZEL: 6/8/16. It's on
12 MR. WURTZEL: We're at the same 12 the page that's Bates stamped LXL 926.
13 exhibit. It's Ellin Exhibit 12, Tab 16. 13 I'm looking specifically at the holder
14 MR. ISSER: All right. 14 that's Want MCS Holding.
15 A. Exhibit 12, this looks like Hunt 15 A. Want MCS.
16 Weber? Is that what you're talking about? 16 MR. ISSER: So if you look at
17 Q. We're on Tab 16. 17 the chronology, Rob, it's 6/8/16 and
18 A. Tab 16. I thought Tab 12. 18 6/10/16. That's the dates because it's
19 Q. No. Tab 16. It's Ellin Exhibit 19 chronological. I don't know what your
20 12. 20 version is like, Josh, but it's very
21 A. Okay. 21 hard to tell where the page breaks are
22 Q. So I'm looking at the second 22 as you scroll this.
23 page of this shareholder list and -- 23 MR. WURTZEL: I'm just looking
24 A. Mine's not going to a second 24 at the document as it was produced,
25 page. Is there a specific question you have? 25 it's a three-page document.

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2 MR. ISSER: I'm not questioning 2 the top because of the way the document was
3 production, but when you say what 3 produced, but the fourth column from the
4 dates, it's not easy to maneuver that 4 right, do you see it says $7.50 in each of
5 way. Look at the dates in 5 these -- for each of these two rows that's
6 chronological order, Rob, and go to 6 Want MCS Holding?
7 June 8, 2016. 7 MR. ISSER: Objection to form.
8 THE WITNESS: Okay. 8 A. Okay. Go ahead.
9 Q. Do you see this one Want MCS 9 Q. Well, what was the price that
10 Holding in two entries? 10 Mr. Schnaier -- what was the price that Want
11 A. Yes. 11 MCS Holding paid for the share it bought in
12 Q. And do you see that it says SPA? 12 June of 2016?
13 What does that mean? 13 A. I have no idea.
14 A. I don't know. No idea. 14 Q. Was it $7.50?
15 Q. Does it stand for Share Purchase 15 A. I told you I have --
16 Agreement? 16 MR. ISSER: Objection.
17 A. Probably. 17 A. I have no idea what he invested,
18 MR. ISSER: Objection. 18 but I know there were warrants in it as
19 Q. Do you recall that Mr. Schnaier 19 well, so, again, penny warrants in it, so I
20 invested 1 and a quarter million dollars 20 don't remember exactly, so you're probably
21 through Want MCS Holding in June of 2016? 21 missing that he converted that penny, too,
22 A. Yeah. And sold it for at least 22 which I'm sure you know.
23 a million dollar profit. Yes. I've seen it. 23 Q. So looking at this entire list,
24 Q. So I'm looking at the fourth 24 this three-page document, I'm looking
25 column to the right, it doesn't say it at 25 throughout the entire column where it says
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2 the share price. Can you find any other 2 January 1, 2015 and May 1 -- May 5, 2017 pay
3 investor that paid either the same amount as 3 either the same as or more than Mr. Schnaier
4 Mr. Schnaier or more than Mr. Schnaier per 4 paid for the spot that he got?
5 share? 5 MR. ISSER: Objection to form.
6 MR. ISSER: Objection to form. 6 A. I don't know because I don't
7 A. I don't know what the relevancy 7 know what price he paid.
8 is and I don't believe that's the price he 8 Q. Putting aside how much Mr.
9 paid; right? How much did he pay for it? 9 Schnaier paid, looking at this list and the
10 How many shares did he get for it and I'll 10 people who paid cash, I see different prices
11 tell you whether there's any relevancy? 11 for different people, some people it's $3,
12 MR. WURTZEL: Robin, can you 12 some people it's $1.50, other people it's
13 read the question back? 13 7.50. Why are there different prices for
14 Q. I'm not here to answer questions, 14 different investors?
15 Mr. Ellin. 15 MR. ISSER: Objection to form.
16 THE REPORTER: Okay. Just give 16 A. Well, there's many reasons for
17 me a second. 17 it because many of these things are not
18 (Whereupon, the requested 18 share purchases, they're consultants,
19 portion of the record was read back 19 advisors or shares that were converted in
20 by the reporter.) 20 years before, so, again, I don't even know
21 MR. ISSER: Objection to form. 21 what this -- what the relevancy is in this
22 A. I couldn't answer that because I 22 or how it ties to it because you refuse to
23 don't know what he paid per share. 23 answer what he paid for it. I know that
24 Q. Did any of the investors who 24 when he sold the shares, he made a fortune.
25 invested cash in LiveXLive Media between 25 Right? That I know. So your frivolous

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2 lawsuit claiming lost money, other than the 2 fake the number. But the answer to this
3 fact that you got paid most of it, we all know 3 is -- the answer to this is these are completely
4 he made a ton of money off that million-250, 4 irrelevant. I don't know what the price to
5 but I don't know what price he paid because 5 Mr. Schnaier, what his average cost was, I
6 there were reverse splits, there were splits 6 do know he made a fortune on his 1.25 million
7 and reverse splits, so I'm not sure any of 7 that he gave the shares to you, which you
8 this ties in together to what price he paid 8 sold to pay for this lawsuit, right, and he
9 versus others, but he also got a hundred 9 gave them to his creditors, which thankfully
10 percent warrant coverage, right, as part of 10 for him, it helped him to try to settle some
11 it, so you're just trying to mislead the 11 of the outstanding liabilities and liens
12 court continually on fake numbers because 12 against him in his life.
13 you know he got warrants as well and those 13 Q. Let's look back at Ellin Exhibit
14 aren't included on this page. 14 11, which is Tab 33. So this is the e-mail
15 Q. Well, this is your document. I 15 from Kelly Zampino. Out of these 14
16 didn't create this document. You did or 16 stockholders that Ms. Zampino lists, did
17 someone for the defendants did. 17 each one of -- as having paid cash for
18 A. Yeah, that -- that's perfectly 18 LiveXLive Media stock during this time
19 fine and it may be accurate to maybe he didn't 19 period we're discussing, did all these
20 convert during those days. He may have held 20 stockholders pay the same amount per share
21 off, not, you know, want to put his numbers 21 or did they pay different amounts?
22 in that he converted what, five days years 22 MR. ISSER: Can you read back
23 later from that. Is that the goal? Because 23 the answer to that question, please?
24 you know he had a hundred percent warrant 24 I missed it.
25 coverage, so you know he's just trying to 25 A. I already answered it. I
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2 already answered I have no idea what each 2 prices?
3 one of them paid, but you're talking about a 3 MR. ISSER: Objection to form.
4 two-year period in a public shell. The 4 A. Not only did we tell them, but
5 difference between two years before and two 5 he was provided with all of the filings
6 years after is completely different, so I 6 right before he made his investment, 10-Qs,
7 don't even know what the relevancy of this 7 10-Ks, he's a sophisticated, crooked, but
8 is or why we're wasting time on nonsensical 8 sophisticated investor who has been kicked
9 questions when you don't even have the 9 out of the industry for life for illegally
10 number that he paid to try to tie these to. 10 selling stock; right? Illegally not only
11 Q. So is it your testimony that 11 selling it, but registering shares to his
12 while you don't know how much any one of 12 own firm and selling stock illegally, but he
13 these shareholders paid, it's possible that 13 had all the Qs, Ks, right, any filings, he
14 some of them paid one price and then others 14 knew every single filing and every single
15 paid a different price? 15 number that came in and every single dollar
16 MR. ISSER: Objection to the 16 that was invested in the company.
17 form, but go ahead. 17 Q. So is it your testimony that --
18 A. Obviously if you fell off a 18 I know that WantMCS was -- so let's take
19 turnip truck and hit your head, in a public 19 numbers 1 through 13 in Ellin Exhibit 11.
20 company, right, there are different pricings 20 Is it your testimony that the amount of the
21 during a two-year period. Stocks have 21 investor of each one of these investors
22 different pricing -- pricing almost every day. 22 during this time period as well as the
23 Q. Did you tell Mr. Schnaier that 23 amount they each paid per share was publicly
24 different -- some investors were paying one 24 disclosed by LiveXLive Media?
25 price and other investors were paying other 25 A. Yes.

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2 MR. ISSER: Objection to form. 2 MR. ISSER: Objection to form.
3 Objection to -- 3 Q. What do you understand the Bass
4 A. I would think -- 4 family to be?
5 MR. ISSER: -- it 5 A. The Bass family is a well-known
6 mischaracterizes his testimony. 6 Texas oil family that, again, unless you
7 A. I'm not a hundred percent 7 fell off a turnip truck and hit your head,
8 positive, but I'd be very -- I'd be very 8 you would know who they are. It's a wealthy
9 surprised if all of them weren't -- weren't -- 9 investment family from Texas.
10 weren't filed in a public document that they 10 Q. And did either the Bass family
11 invested in a company. 11 or an entity owned by the Bass family invest
12 MR. WURTZEL: So we call for the 12 any money in LiveXLive Media?
13 production of those filings. 13 A. No.
14 MR. ISSER: Objection. That is 14 Q. Did you tell Mr. Schnaier that
15 part of the public record, we will take 15 the Bass family was investing in LiveXLive
16 it under advisement, these may have 16 Media?
17 already been produced, but we'll take 17 A. No.
18 it under advisement. 18 Q. Did you discuss the Bass family
19 Q. Did anyone -- where is the 19 with Mr. Schnaier?
20 witness? 20 A. I did.
21 A. Relax. It's just a call coming 21 Q. And what did you discuss with
22 in. 22 them?
23 Q. Mr. Ellin, do you know what the 23 A. I don't remember exactly, but
24 Bass family is? 24 they were looking at a $10 million plus -- I
25 A. I do. 25 think it was a 10 to $30 million investment,
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2 but it never happened. 2 break. How much more do you think you
3 Q. And did you tell Mr. Schnaier 3 have, Josh?
4 that it never happened? 4 MR. WURTZEL: I mean, I'm going
5 A. Yes. 5 to go to the end of the day. I mean,
6 Q. When? 6 we're -- we're making progress, I think
7 A. I don't remember. 7 we're -- we're doing fairly well, but,
8 Q. Was it before or after the APA 8 you know, it started at 10, it's been
9 was signed? 9 less -- it's been, you know, only about
10 A. Clearly -- 10 half of the day, so I'm going to go to
11 MR. ISSER: Objection to form. 11 the end of the day, so let's take a --
12 A. Clearly again before the APA 12 we should take a lunch break if that's
13 since it wasn't in any of the documents, 13 what you're asking.
14 filings, you know, and, again, your client 14 MR. ISSER: Okay. So we'll come
15 is a 30-year veteran, 10-Qs, 10-Ks, any 15 back --
16 filing of $10 million would have been 16 A. What's the end of the day here
17 clearly shown as well as his lawyers who do 17 just so I know?
18 the due diligence before making the 18 MR. ISSER: 5:00 eastern time, I
19 investments. 19 assume? Josh?
20 MR. WURTZEL: Steve, this is a 20 MR. WURTZEL: I'm not committing
21 logical place to break or I'm happy to 21 to being done at 5, but, you know,
22 continue. It's up to you and the 22 like -- as long as the witness --
23 witness. 23 depending on the witness's cooperation,
24 A. Let's continue. 24 I, you know, we're on track to finish.
25 MR. ISSER: Rob, let's take a 25 MR. ISSER: You know, Josh,

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2 let's put aside -- let's go off the 2 Q. Who is Michael Rapino?
3 record for -- let's come back at -- 3 A. Michael --
4 it's 1 -- at 2:20 and go off the 4 MR. ISSER: Objection to the form.
5 record. Take a half hour break, 2:20 5 A. Michael Rapino is CEO of a
6 we'll come back. Off the record, Josh. 6 company called LiveNation.
7 It's three hours -- 7 Q. And did you tell Mr. Schnaier
8 MR. WURTZEL: Wait. Wait. If 8 that you were friends with Mr. Rapino?
9 you want to go off the record, the 9 A. I have no idea.
10 videographer has to do that. 10 Q. Are you friends with Mr. Rapino?
11 THE VIDEOGRAPHER: Okay. 11 A. We know each other.
12 Confirming. We are going off the 12 Q. Would you consider yourself
13 record. The time is 1:49 p.m. This 13 friends?
14 marks the end of media 2. Stand by. 14 A. Friendly.
15 Off the record, everyone. Thank 15 Q. Were you friendly with
16 you very much. 16 Mr. Rapino --
17 MR. ISSER: Thank you. 17 A. I've got a lot of friends.
18 (Lunch recess taken.) 18 Q. Were you friendly with
19 THE VIDEOGRAPHER: We are on the 19 Mr. Rapino in 2015?
20 record, 2:24 p.m. This begins media 20 A. Friendly, partners. We did
21 number 3. Counsel, proceed. 21 deals together.
22 CONTINUED BY MR. WURTZEL: 22 Q. In 2015?
23 Q. Mr. Ellin, you understand you're 23 A. Yes.
24 still under oath? 24 Q. What deals did you do with
25 A. Yes, I do. 25 Mr. Rapino?
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2 A. I don't know. We streamed so 2 Q. Did you tell Mr. Schnaier that
3 many events. I'm not sure which ones 3 you were Facebook friends with Mr. Rapino?
4 were -- which ones were -- LiveNation is the 4 A. I have no idea. Are you on
5 biggest live business in the world in music. 5 Facebook with Joe Schnaier?
6 I stream many of his biggest events from 6 MR. ISSER: Off the record.
7 Rock In Rio to EDC, all of Insomniac. 7 Q. Before the APA --
8 Q. In 2015, were you Facebook 8 MR. ISSER: Go on, Josh, it's
9 friends with Mr. Rapino? 9 fine.
10 A. I have no idea. 10 Q. Before the APA, did you believe
11 Q. Are you Facebook friends with 11 that there would be synergy between
12 him today? 12 Wantickets and LiveXLive Media?
13 A. I have no idea. 13 MR. ISSER: Objection to form.
14 MR. WURTZEL: I call for the 14 A. Before when?
15 production of documents sufficient to 15 Q. Before executing the APA.
16 show whether Mr. Ellin was friends with 16 A. I mean, obviously.
17 Mr. Rapino on Facebook at any time 17 Q. And why do you say obviously?
18 between January 1, 2015 and May 5, 2017. 18 A. Why would I do the deal otherwise?
19 MR. ISSER: We'll take it under 19 Q. I'm asking you.
20 advisement. 20 A. I've already answered you. I
21 A. Actually I am. I just hit it 21 already answered you why we did the deal.
22 up. I am friends with him on Facebook and 22 Q. What synergy did you believe
23 I'd be shocked if I wasn't friends with him 23 would be created between Wantickets and
24 on Facebook then, too. I'm not sure what 24 LiveXLive Media?
25 the point of it is, but go ahead. 25 MR. ISSER: Objection to form.

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2 A. Buyers of music tickets may want 2 to me how doing business with festivals
3 to listen to music and watch music. 3 would increase, you know, would be
4 Q. So did you believe that 4 beneficial to a ticket business.
5 Wantickets customers could be converted or 5 MR. ISSER: Objection to form.
6 introduced to the services and products that 6 A. It's just like eating. If you
7 LiveXLive Media offered? 7 eat too much, you get fat. If you have a
8 MR. ISSER: Objection to form. 8 venue, you want to sell tickets. So if you
9 A. Maybe. Maybe I think the 9 have a venue, you want to sell more tickets.
10 customers -- it was more the other way 10 If you have a festival, you want to sell
11 around. It was more the other way around, 11 more tickets.
12 that we could be helpful with our customers 12 Q. So how would integrating the
13 and our relationships to expand the 13 Wantickets business and the LiveXLive Media
14 business, but it was possible -- 14 business result in greater ticket sales for
15 Q. What do you mean by that, the 15 the Wantickets business?
16 other way -- well, specifically you said 16 MR. ISSER: Objection to form.
17 that we could be helpful with our customers 17 A. I think I just answered that.
18 to expand the business. What did you mean 18 Do I have to answer it again?
19 by that? 19 Q. You gave me a spiel about eating
20 A. We represent -- 20 and getting fat. I'd like you to explain it.
21 MR. ISSER: Objection to form. 21 You have to understand something, I'm just a
22 A. We represent festivals, concerts 22 dumb lawyer, so explain it to me in the most
23 venues around the globe. Guess what they 23 lay terms that you can.
24 do? They buy tickets and sell tickets. 24 MR. ISSER: Objection to form.
25 Q. So you believed that -- explain 25 A. A festival tries to sell as many
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2 tickets as they can. A venue tries to sell 2 of those relationships we already had, so it
3 as many tickets as they can. So if we have 3 was really more the other way around. We
4 relationships and partnerships with those 4 introduced --
5 venues, what is their objective, is to sell 5 Q. Well, what did --
6 more. All right? So if we could have moved 6 MR. ISSER: Let him finish.
7 over our customers and our relationships 7 Q. When you say --
8 over to Wantickets if your client wasn't a 8 MR. ISSER: Josh, let him finish
9 common criminal and didn't steal from all of 9 his answer.
10 his customers and take the pre-sale money 10 Q. Go ahead.
11 and not pay them, we would have been able to 11 A. It was more the other way, but,
12 bring in our customers to sell more tickets 12 you know, there certainly could have been
13 through Wantickets. 13 synergies, if Mr. Schnaier wasn't an
14 Q. Do you believe that -- you said 14 outright liar and his supposed massive
15 before when I asked if LiveXLive Media could 15 partnership that he was delivering with the
16 convert or introduce Wantickets customers to 16 Hard Rock and with I think it was, I'll
17 LiveXLive Media, you said it was mostly the 17 think of the other one it was, but if he was
18 other way around, but did you believe that 18 able to deliver them, it could have been
19 part of the synergy between the two companies 19 some new business possibly. It's not
20 was -- included the ability of LiveXLive 20 really -- it's not really the way -- he
21 Media to in some way benefit from the 21 didn't have any festival business. All
22 Wantickets customers that would be coming 22 right? We do a lot of club business, but
23 over? 23 most of our business was more bigger, was
24 A. I mean, there wasn't a lot that 24 going to be festivals and the biggest
25 could come over because the customer -- most 25 festivals in the world. You know, we stream

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2 Rock In Rio, EDC, Hangout, Outside Lands, 2 attendants? What was the pitch to customers
3 all the biggest festivals on earth, right? 3 about being able to watch a music festival,
4 You know, we've been partners with many of 4 but, you know, not be there?
5 them. So it was a huge opportunity for 5 MR. ISSER: Objection to form.
6 Wantickets, and when you look at what Joe 6 Q. Why would anyone want to do that?
7 did to the company from the time he bought 7 A. I mean, you know, you know, the
8 it, he took it from 7 million gross revenues 8 only thing I can tell you, and, again, you
9 to 4 million to 3 million to 2 million, he 9 may be way too old to understand that, but
10 was just burying the company. So he was an 10 86 million people watched Coachella last
11 absolutely horrible operator and horrible 11 year. Do you -- are you a sports fan?
12 motivator of his team because all of his 12 Q. Sure.
13 team was leaving and his key employees were 13 A. Okay.
14 in lawsuits with him, all right? But there 14 Do you watch the Super Bowl?
15 was a foundation built before he was there 15 Q. Sure.
16 that there was technology and there was a 16 A. Right? You'd like to be there
17 ticketing business that could potentially 17 if you could afford it; right? If you had
18 have been used, right, as an enhancement to 18 all this free time, you'd like to sit at the
19 our company, but unfortunately when he 19 Super Bowl, but you do watch it on the TV;
20 decided to steal from his customers again 20 right? Have you ever watched --
21 and not -- and take all this pre-sale money, 21 Q. So --
22 right, he killed all the relationships. 22 A. Have you ever watched the
23 Q. Let me just ask you, maybe it's 23 Grammies, the AMAs, the CMAs?
24 ignorant on my part, but isn't -- isn't the 24 Q. So let me ask, let me make sure
25 primary draw of a music festival the live 25 I understand. LiveXLive Media would provide
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2 an experience for people who wanted to 2 prospect of converting Wantickets subscribers
3 participate in a music festival just like 3 to LiveXLive Media subscribers?
4 watching the Super Bowl or watching a 4 MR. ISSER: Objection to form.
5 basketball game, but gave them the ability 5 A. I mean, it's actually a foolish
6 to do so without having to actually be 6 question because he doesn't have any
7 there, and that was something -- that was a 7 subscribers; right? So you don't really
8 service that people were interested in; is 8 understand his business. What he had was an
9 that correct? 9 individual ticket buyer, but sure, if you
10 MR. ISSER: Objection to form. 10 can convert -- if you weren't losing all
11 You can answer. 11 those ticket buyers, right, and your ticket
12 A. I hope so. We had 90 million 12 buyers weren't collapsing as Mr. Schnaier
13 people and 50 -- and 5 billion engagements 13 destroyed the business, it's a real shame,
14 this year. So it sounds -- sounds and 14 the business was a real business and could
15 feels like it, right, that a lot of people 15 have grown, but he lost all his customers
16 would like the participation and the 16 stealing their money. If he had paid them
17 opportunity to do that. It's not just 17 their pre-sale money, right, and you
18 people that can't attend; right? It's 18 understand how it works; right? You sell a
19 people that just like music. Do you like 19 ticket to the Super Bowl. Imagine if you
20 music? Whether you like opera, Broadway or, 20 sold a ticket to the Super Bowl, you took
21 you know, country music, right, or rock 'n 21 the money six months before and you put it
22 roll, you might like some kind of music, 22 in your own pocket instead of sending it to
23 right? If you like music, you want the 23 the NFL, what would happen; right? So
24 ability to see your favorite artist. 24 Mr. Schnaier from the day he bought the
25 Q. So were you excited about the 25 business, first he invested in, brought the

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2 investors in, he stole their money, and then 2 MR. ISSER: Tab 7. It's one of
3 he continued to wipe out the business being 3 the ones that I sent you.
4 a wise guy by not paying his customers. So 4 THE WITNESS: Oh, Jesus. I
5 yeah, it would have been really interesting. 5 gotta go back to this one? Didn't we
6 In fact, I just launched an entire pay per 6 go through that one already? I've
7 view business. I would have loved to have 7 probably memorized it by now.
8 had a ticketing business that I turned into 8 Tab 7. Let me see if I can find
9 a ticketing digital business if he wasn't a 9 this one. 7. Tab 7. Yours came,
10 common criminal. 10 Steve, all messed up, there's 2 on the
11 Q. Let's look at Tab 7, which we've 11 bottom of it.
12 previously marked as Ellin Exhibit 1, and 12 MR. ISSER: It's something in
13 this is your December 25, 2016 e-mail to 13 the transmission. I just attached it 2
14 Mr. Schnaier. 14 through 9, they were in order when I
15 A. All right. 15 attached them, 2 through 9 I think it
16 Q. Do you have the document? 16 was.
17 A. I'm opening it up, but you can 17 A. December 2016. Go ahead.
18 keep going. I can hear you. 18 Q. Yup.
19 Q. I'd like you to have the 19 A. I got it.
20 document in front of you. 20 Q. So about 80% of the way down,
21 A. Oh, right, I forgot, you have so 21 you see it says Wantickets in bold?
22 much free time. All right. Just let me -- 22 A. Sure.
23 give me a second. What number is it? 23 Q. It's --
24 MR. ISSER: Tab 7. 24 A. There's about 20 things --
25 THE WITNESS: What number? 25 Q. I'm sorry?
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2 A. There's about 20 things in bold, 2 paragraph, you write: We will look to roll
3 but go ahead. 3 in other ticketing companies to provide
4 Q. But do you see where it says 4 accretive revenues as well as a growing list
5 Wantickets in bold? It's your e-mail. 5 of potential subscribers of the LiveXLive
6 A. I see it. 6 platform.
7 Q. You write: Our acquisition of 7 Do you see that?
8 Wantickets' is imminent for 4 million shares 8 A. I see it.
9 of Loton stock. 9 Q. What did you mean when you were
10 That wasn't true, was it? 10 referring to a growing list of potential
11 MR. ISSER: Objection to form. 11 subscribers of the LiveXLive platform?
12 A. What do you mean it wasn't true? 12 MR. ISSER: Objection to form.
13 Q. Well, as of December 25, 2016, 13 A. We now have almost a million
14 was it imminent that LiveXLive Media would 14 monthly paying subscribers. We probably
15 acquire Wantickets for 4 million shares? 15 had, when I met your client, when Schnaier
16 A. I don't remember -- 16 was originally in these conversations, we
17 MR. ISSER: Objection to form. 17 probably had 50,000 or 60,000 maybe. We now
18 A. I don't remember, but it sounds 18 have almost a million. See, we're very
19 like what you told me before 4 million 19 different than your client. We don't shrink
20 shares at 5, but I don't know the time frame 20 our businesses, we grow our businesses.
21 on this e-mail. 21 Q. If you have so many subscribers,
22 Q. So the last line on this -- 22 why has LiveXLive Media lost tens of millions
23 A. But the e-mail is to Joe Schnaier, 23 of dollars every year since it's been in
24 so what's your question? 24 existence?
25 Q. The last sentence of this 25 MR. ISSER: Objection to form.

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2 A. Well, when you're growing and 2 Q. Let's take a look at Tab 17 and
3 building a business, right, the type of 3 we'll mark Tab 17 as Ellin Exhibit 13.
4 business we're building, we're building a 4 (Ellin Exhibit 13, e-mail chain
5 business, so our subscription business, if 5 Re: Updated Deck - WT, marked for
6 you were smart enough to read, right, you 6 identification, as of this date.)
7 would see that the subscription business is 7 A. Okay.
8 extremely profitable. All right? So we 8 Q. This is an e-mail from May 4,
9 bought Slacker Radio and our subscription 9 2017, the day before the APA and I'm looking
10 business throws off millions and millions of 10 at the second e-mail from the top, it's from
11 dollars a year, but like building ESPN, we 11 Jim Sabo, S-A-B-O, at Wantickets. Who was
12 were building a network. As you build a 12 Mr. Sabo?
13 network, you're acquiring content, you're 13 A. Jim was a good dude, man, who
14 building out that content. And it takes 14 unfortunately lost his job because of your
15 years to do that, and since clearly you 15 crooked client. Jim was in technology for
16 don't read or don't care to read, right, you 16 Wantickets.
17 just like to try to file frivolous lawsuits, 17 Q. So Mr. Sabo writes to a number
18 you will see that last quarter not only did 18 of people including yourself: One thing I
19 we not lose money, but the operations of the 19 forgot to mention last night, which I think
20 business were a million dollars plus in 20 Joe might have pointed out, we can add links
21 profit, you know, so I'm not sure where 21 for LiveXLive to be e-mailing the feed so
22 you're reading, right, or what you're 22 people would see it regardless of if they
23 reading, but you're probably getting that 23 signed up for the newsletter or not. For
24 from your relationship with your friend over 24 2016, that was about 580,000 -- 585,000
25 at Billboard. 25 orders going to about 302,000 customers.
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2 And then you write back: We 2 in his ticketing agreements that he did not
3 need to figure out how to convert as many as 3 have the rights. So unfortunately it was
4 possible to LiveXLive subscribers! 4 absolutely part of the reason we looked at
5 Do you see that? 5 the company, but it was another one of the
6 A. I see it. 6 fraudulent messages that left -- that left a
7 Q. So isn't it true you were 7 bad taste in everyone's mouth, and, you
8 excited about getting subscribers from 8 know, Jim Sabo was very, very honest about
9 Wantickets and converting them to LiveXLive 9 it and thankfully before we spent money
10 subscribers? 10 because we would have to market to those
11 A. Yes. 11 customers, we found out that, you know, you
12 MR. ISSER: Objection to form. 12 would probably go to jail if you did that,
13 A. No, it's actually a very good 13 because you didn't have the right to go back
14 point because we found out afterwards 14 to those customers and do it. So maybe you
15 Mr. Schnaier lied again and he didn't really 15 want to ask your client, you know, what
16 have the right to go back to the database, 16 happened to that database.
17 so he attempted to again commit fraud by 17 Q. Well, you're the witness today,
18 telling us that he owned the database and we 18 so I'll ask you the questions and you can
19 had the ability to go to him, but, in fact, 19 ask him whatever you want at another time.
20 his credit card agreements and his agreements 20 A. Well, you seem -- it's
21 blocked him from most of those customers 21 interesting, you seem to be very opinionated
22 being able to reach out to, so it turned out 22 on our business and you think -- you seem to
23 to be a goose egg because he scammed us by 23 think you know what you're doing because
24 telling us that he had the rights to go back 24 you're working with Dave Brooks over at
25 to those customers when it was crystal clear 25 Billboard, right, which we're going to prove

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2 afterwards is part of this frivolous lawsuit 2 customers like Wynn and Soen (phonetic), you
3 you filed. We're going to prove all of it. 3 weren't talking about his database, but you
4 All right? He's already being -- he's about 4 probably don't know the difference anyway,
5 to be sued as well, and you'll be brought 5 so when you're talking about database, I'm
6 into it. All right? So we know you're 6 talking about --
7 talking -- 7 Q. I said subscribers.
8 Q. I look forward to receiving 8 A. They don't have subscribers. He
9 those papers. 9 doesn't have any subscribers. So, again, if
10 MR. WURTZEL: Steve, make sure 10 you don't know what you're talking about,
11 you send me a copy as soon as they're 11 right, you should try to figure it out
12 filed. Thank you. 12 first. There's a very big difference. His
13 Q. Mr. Ellin, if -- you said before 13 customers are the customers that he has
14 that it wasn't really a large part of what 14 partnerships. He was a B to B partner,
15 you considered to be the synergy between the 15 right, in the middle of owners of venues.
16 two companies to convert Wantickets customers 16 The database is a totally different
17 to LiveXLive customers, so why did it matter 17 question. So if you want to ask about
18 if it turned out that Mr. Schnaier had 18 database, again, I will answer you again.
19 misrepresented, as you say, the extent of 19 He attempted to defraud us and told us he
20 customers that he could convert? 20 had millions and millions of people in his
21 MR. ISSER: Objection to form. 21 database that we could go back to, but the
22 Objection to the extent it 22 reality was we were not allowed to go back
23 mischaracterizes his testimony. 23 to because he did not have those rights with
24 A. Yeah, just real simply, you were 24 those credit card companies.
25 talking about his customers being the 25 Q. What is China Brands?
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2 MR. ISSER: Objection to form. 2 years.
3 A. China Brands was a partner of us 3 Q. When?
4 who they had a distribution deal with us 4 MR. ISSER: Let him finish his
5 with Rock In Rio and a couple of others and 5 answer.
6 then we partnered with them on the -- on, 6 A. I don't remember. They were
7 you know, I know you don't watch television 7 partners in either 2015, '16. I would say
8 and all that music exists on television, but 8 somewhere between 2015 and '17 they were our
9 we partnered at the AMAs to be the effective 9 partners on multiple occasions.
10 news for China and America with them on the 10 Q. Have you produced the documents
11 red carpet for the AMAs. You heard of the 11 in this case concerning or showing the deals
12 AMAs; right? 12 that LiveXLive Media had with China Brands
13 Q. Don't worry about what I've 13 during the time period of January 1, 2015
14 heard of. You're the witness. I'll ask you 14 through May 5, 2017?
15 the questions. 15 A. I don't know that --
16 Did you close a deal with China 16 MR. ISSER: Objection to form.
17 Brands? 17 A. I don't know that there were any
18 A. I just told you I -- 18 contractual -- contracts there, but, you
19 MR. ISSER: Objection to form. 19 know, we certainly can if they exist, but I
20 A. I just told you I did. They 20 don't know that there are any contracts, but
21 were my partners in -- 21 they were a terrific partner in -- they were
22 Q. Would that be a yes? 22 a terrific partner in many ways, we did a
23 A. They were partners -- 23 lot of fun stuff together.
24 Q. When? 24 MR. WURTZEL: So I'd like to
25 A. -- in Rock In Rio in multiple 25 take the witness up on his offer to

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2 produce those documents if they exist. 2 they were partners at the AMAs, so, again,
3 I'll make that -- I'm making that 3 they were great partners. Maybe I'll send
4 request on the record to defendants' 4 you some pictures. It may be fun for you.
5 counsel. 5 Q. So I asked you before:
6 MR. ISSER: Defendants' counsel 6 Question: Did you close a deal with the
7 will take it under advisement. 7 China Brands?
8 Q. Mr. Ellin, you said you closed 8 Answer: I just told you I did.
9 the deal with them, but you're not sure if 9 So that testimony was false?
10 you ever had a signed contract with them. 10 A. No.
11 How were you -- my understanding, at least 11 MR. ISSER: Objection to form.
12 in my world, is that you sign a contract and 12 A. No, it's not false. There's not
13 then you close. So how were you -- what -- 13 always a written contract when you partner
14 what is your understanding of -- withdrawn. 14 together, but --
15 What do you mean when you say 15 Q. But did you close a deal with
16 you closed a deal with them if you never had 16 them or not?
17 a contract? 17 MR. ISSER: Objection to form
18 MR. ISSER: Objection to form. 18 and let the witness finish his answer
19 A. I apologize. I don't believe I 19 without interrupting him.
20 said we closed a deal. I said we partnered; 20 A. Yeah, so, again, we partnered
21 right? I don't believe that it was a 21 together. I don't know whether there's a
22 material agreement, so it may have been 22 written contract.
23 paper and it may not have been; right? But 23 Q. Did you tell Mr. Schnaier that
24 they were all partners, again, in Rock In 24 you were closing a deal with China Brands?
25 Rio in Brazil for at least two years and 25 MR. ISSER: Objection.
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2 A. I have no idea. 2 It wasn't one of the things I was actively
3 Q. Did you tell Mr. Schnaier that 3 involved in. Blake was really leading that,
4 you had a signed deal with China Brands? 4 but Randy still is a friend of the company
5 A. I have no idea. 5 and good friend of Blake's.
6 Q. Did LiveXLive Media ever do any 6 Q. Did you tell Mr. Schnaier that
7 deals with Randy Jackson? 7 Randy Jackson was joining the LiveXLive Media
8 A. I don't think so. We -- he may 8 team?
9 have been on -- he may have come onto the 9 A. I don't remember.
10 advisory board, but I'm not positive. We 10 Q. Was Mr. Jackson ever joining the
11 were working on a whole bunch of projects 11 LiveXLive Media team?
12 together, it was not something that I was 12 MR. ISSER: Objection to form.
13 leading on, it was something that Blake 13 A. I already answered you. If he
14 Indursky who is very close with Randy was 14 did, it was as an advisor on the music side.
15 leading on and I think he may have come onto 15 I don't remember. Either way, it is not a
16 the music advisory board, but I'm not positive. 16 material item to our company.
17 Q. So other than potentially coming 17 Q. And what's your basis for saying
18 onto the advisory board, did LiveXLive Media 18 that something is material or not material
19 have any other relationship with Randy 19 like a deal with Mr. Jackson?
20 Jackson? 20 MR. ISSER: Objection to form.
21 MR. ISSER: Objection to form. 21 A. Let me try this again and maybe
22 A. Just a relationship, I think we 22 you can -- maybe you'll just take this for
23 looked to doing a television show with him, 23 the rest of the six hours of all your free
24 we looked to do a digital show with him, 24 time you have. Materiality becomes publicly
25 things like that, but I really wouldn't know. 25 announced. Your client who is a common

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2 criminal, a guy who has been picked out of 2 A. No. Are you just --
3 the industry for the rest of his natural 3 Q. What about Bonnaroo?
4 life for illegally selling stock, okay, has 4 A. Are you just picking the ones
5 read more 10-Qs and 10-Ks since he's done 5 out of the 2,500 music events that we didn't
6 over a hundred public deals, reverse mergers, 6 get or do you want to know the ones we do
7 is well aware that any time that something 7 have?
8 is material, there will either be a press 8 Q. I get to ask the questions. I
9 release, an 8-K, it will be in your 10-Qs or 9 went to law school. I get to ask the
10 your 10-Ks, right, or maybe we'll put a 10 questions. So you get to sit there and
11 billboard out, you know, on Sunset Boulevard 11 answer them. That's the way that today
12 for it. Does that clarify materiality to you? 12 works. If you don't like it, then nothing
13 And I apologize, I'm frustrated, 13 that either you nor I can do about it, so
14 it's just you seem too intelligent to be 14 I'd like an answer to my last question.
15 asking the same question over and over 15 A. To see you having so much fun,
16 again. 16 its' a pleasure.
17 Q. Did LiveXLive Media ever get the 17 MR. ISSER: Objection to the
18 streaming rights for Coachella? 18 form. He answered the last question.
19 MR. ISSER: Objection. 19 MR. WURTZEL: Good. So -- no.
20 A. No. 20 Q. My last question was what about
21 Q. What about Tomorrowland? 21 Bonnaroo? I didn't get an answer.
22 A. No. 22 MR. ISSER: And what did he say?
23 Q. What about Glastonbury Festival? 23 You did get an answer.
24 A. No. 24 MR. WURTZEL: No. He -- okay.
25 Q. What about Lollapalooza? 25 So --
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2 MR. ISSER: Are you just asking 2 question, which he has not refused to
3 about the ones we didn't get, which 3 do, so he'll answer it again. Go ahead.
4 would imply an answer to your question, 4 Q. Please answer the question,
5 but you can ask him. 5 Mr. Ellin?
6 MR. WURTZEL: Excuse me. I'm 6 A. What's your question?
7 entitled to get an answer to the 7 MR. WURTZEL: May I ask the
8 question and if the witness refuses to 8 court reporter to read it back to the
9 answer, we will go to the court and we 9 witness.
10 will ask Justice Schecter to hold him 10 (Whereupon, the requested
11 in contempt and he can come to New York 11 portion of the record was read back
12 and answer for his contemptuous 12 by the reporter.)
13 conduct, so I'd like an answer -- 13 A. No.
14 MR. ISSER: First of all -- 14 MR. ISSER: Objection to form.
15 MR. WURTZEL: -- to my question. 15 MR. WURTZEL: So, Mr. Isser, I
16 Excuse me. There is a question 16 see the witness talking to somebody.
17 pending. 17 Q. Are you alone in the room,
18 MR. ISSER: I am going to 18 Mr. Ellin?
19 object. A, he answered the question, 19 A. I am.
20 B, he was not instructed not to answer 20 Q. Who were you just talking to?
21 it, and, C, stop threatening my client 21 A. I wasn't talking to anybody. I
22 with contempt. It is the second time 22 was actually looking out the window
23 you've made a baseless threat against 23 laughing. Is that okay?
24 my client for contempt. It is not 24 MR. WURTZEL: Steve, I saw the
25 contempt if he did not answer your 25 witness talking to -- excuse me,

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2 Mr. Ellin, you can sit back down. 2 he's talking to a ghost, he's speaking
3 THE WITNESS: No, I'm going to 3 to somebody and he just lied about it.
4 stand. 4 He is now refusing to sit down. So I'm
5 MR. WURTZEL: Let's go off the 5 not going to continue the deposition
6 record until the witness sits back down 6 until Mr. Ellin is back in his seat and
7 in his chair. I would like to go off 7 confirms that there's no one else in
8 the record until the witness behaves. 8 the room who is listening in because
9 MR. ISSER: Objection to form. 9 you have designated this deposition
10 The witness is behaving. You asked him 10 confidential, and that would be a
11 if he was talking to someone -- 11 breach of the confidentiality.
12 MR. WURTZEL: Hold on. 12 MR. ISSER: Mr. Videographer, is
13 MR. ISSER: -- and he said no. 13 there a way to rewind the videotape in
14 MR. WURTZEL: Steve -- 14 real time and see what happened?
15 MR. ISSER: I want to make a 15 THE VIDEOGRAPHER: Not right now.
16 record when you accuse my client of 16 No.
17 something -- 17 MR. WURTZEL: I'm not proceeding
18 MR. WURTZEL: Stop yelling. 18 until the witness is seated. So we
19 MR. ISSER: -- when there's a 19 can -- if the witness refuses to sit,
20 question pending. 20 then let's just call the court.
21 MR. WURTZEL: Stop yelling. 21 MR. ISSER: Rob, do you need a
22 Okay? I saw -- I'm making my record. 22 break to stretch?
23 I saw the witness speaking to somebody 23 THE WITNESS: No. No. But I
24 and I saw his lips moving and his eyes 24 normally stand up and actually that's
25 were looking the other way, so unless 25 how I have my conversations, standing.
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2 A. But here, I'll sit down for you. 2 Q. He asked you a lot of questions?
3 Q. Thank you. 3 He would call you and ask you questions?
4 I didn't get the answer to the 4 A. Yeah.
5 Bonnaroo question. 5 MR. ISSER: Please let the
6 A. I'm not answering it for the 6 witness finish answering before you ask
7 fourth time and I said no four times now. 7 your question, Josh.
8 Q. Did you tell Mr. Schnaier that 8 A. Correct. He would call and ask
9 LiveXLive Media was in the process of 9 a lot of questions. I would think any of
10 getting live streaming rights for Coachella? 10 your --
11 MR. ISSER: Objection to form. 11 Q. Like what?
12 A. No idea. Mr. Schnaier was up to 12 A. I would think any of --
13 speed that we were chasing every major 13 MR. ISSER: Please, Josh, he's
14 festival in the world, and as I've 14 in the middle of his answer when you're
15 articulated to you, we have over 2,500 live 15 asking questions.
16 music events. 16 MR. WURTZEL: He answered --
17 Q. How is Mr. Schnaier up to speed? 17 stop. He answered the question. I
18 MR. ISSER: Objection to form. 18 said like what?
19 A. He probably spoke to -- he 19 MR. ISSER: No. You interrupted
20 probably spoke to me on a regular basis 20 him as he was continuing to speak --
21 every other day, God knows how many times I 21 MR. WURTZEL: Hold on. Hold on.
22 heard from him in his desperation mode of 22 Stop.
23 his destroying his business and how much 23 MR. ISSER: There is a videotape
24 help he needed before he was going to go 24 here, so we don't have to worry about
25 under, and as long as -- 25 this.

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2 MR. WURTZEL: Steve, stop 2 was happening on our side. It was a pretty
3 interrupting. 3 regular conversation. Usually when you try
4 MR. ISSER: I am not 4 to sell your business, which he tried to
5 interrupting. You are interrupting the 5 sell us two weeks before he bankrupt it,
6 witness and there is a videotape that 6 right, wiped it out, right, you know, the
7 will show it. 7 balance sheet, you know, the balance sheet
8 MR. WURTZEL: The question was 8 collapsed completely, his balance sheet
9 he asked you a lot of questions, he 9 dropped down to -- by the time we bought him
10 would call and ask you questions? 10 he only had $600,000 in current assets.
11 The witness said yeah. 11 This was less than a candy shop. You know,
12 I said -- 12 just because you're willing to file a
13 MR. ISSER: And then he was 13 frivolous lawsuit and try to make it like he
14 still talking. 14 had some big business, he had $625,000 in
15 MR. WURTZEL: No. I said like 15 assets, so he called me regularly to try to
16 what? So that's my question. The 16 help him to save his business. He tried --
17 witness will answer the question. 17 he called me to try to help him get out of
18 MR. ISSER: No one said he 18 his lawsuits with the two gentlemen that
19 won't. 19 were running his company, he called me to
20 A. Like what? Like -- 20 help him on Eventbrite, he called me to find
21 MR. ISSER: Objection to form. 21 legal help.
22 A. Anything. He would call me for 22 Q. Did Gary Winnick ever invest
23 help on his business, he would help me for 23 cash into LiveXLive Media?
24 introductions to festivals, concerts, 24 A. No.
25 venues, he would call to see, you know, what 25 MR. ISSER: Objection to form.
Page 228 Page 229
1 Ellin - Confidential 1 Ellin - Confidential
2 Q. Did you ever have discussions 2 MR. ISSER: Objection to form.
3 with Mr. Winnick regarding him personally 3 A. I don't know what the question is.
4 investing cash into LiveXLive Media? 4 MR. WURTZEL: Can you read back
5 A. Yes. 5 the question, Court Reporter?
6 Q. When? 6 (Whereupon, the requested
7 A. No clue. 7 portion of the record was read back
8 Q. Was it before or after the APA? 8 by the reporter.)
9 A. Don't know. 9 A. It's a very, very broad answer
10 MR. ISSER: Objection to form. 10 to that, but anybody who could be a creative,
11 Q. What did Mr. Winnick say in 11 be helpful in the business, whether it's
12 those discussions? 12 financially, financially, music-wise,
13 A. Don't remember. All part of an 13 business-wise, Gary brought just about every
14 overall conversation, merging his business 14 one of those accoutrements, it could have
15 in, investing in the company, becoming my 15 been potentially helpful to the business.
16 partner, potentially becoming a co-chairman. 16 Q. Did Mr. Winnick ever agree to
17 Many, many different discussions were had in 17 invest between $3 and $19 million in
18 different ideations of how we could work 18 LiveXLive Media?
19 together. 19 A. No.
20 Q. Did Mr. Winnick ever -- did you 20 Q. Did LiveXLive Media ever
21 ever discuss with Mr. Winnick his becoming a 21 finalize a distribution partnership of BBC's
22 strategic investor for LiveXLive Media? 22 music content?
23 A. Yes. 23 MR. ISSER: Objection to form.
24 MR. ISSER: Objection to form. 24 A. No.
25 Q. What is a strategic investor? 25 Q. Did LiveXLive Media ever do a

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2 deal with Glastonbury? 2 Q. What was the nature of the deal
3 MR. ISSER: Objection. 3 or deals that LiveXLive Media did with those
4 A. I already answered you. 4 artists?
5 Q. You can answer. 5 MR. ISSER: Objection to form.
6 A. Sure, I'll answer again. You're 6 A. We streamed their content around
7 a little slow. No. 7 the world.
8 Q. Did LiveXLive Media ever do a 8 Q. And did LiveXLive Media have
9 deal with Radio 1 BBC? 9 deals directly with them or with music
10 MR. ISSER: Objection to form. 10 festivals at which they were performing?
11 A. I already answered that. This 11 MR. ISSER: Objection to form.
12 is the second time. Same exact question. No. 12 A. Kind of both. You have your
13 Q. Did LiveXLive Media ever do a 13 partnership with the music festival, but you
14 deal with Rihanna? 14 have to have an artist deal in order to be
15 A. Yes. 15 approved to live stream them.
16 MR. ISSER: Objection to form. 16 Q. So did LiveXLive Media have a
17 A. Yes. 17 written contract with Rihanna?
18 Q. What about with Coldplay? 18 A. That I wouldn't know, but you
19 A. Yes. 19 have to have the approval, whether it was
20 Q. What about with Katie Perry? 20 written or not, you have to have the
21 A. Yes. 21 approval from -- not only from Rihanna, but
22 Q. What about Kings of Leon? 22 from the record labels and the publishers in
23 A. Yes. 23 order to be able to first record -- first to
24 Q. What about Taylor Swift? 24 be able to live stream and be able to record
25 A. Yes. 25 and put out her VODs, so all of the music
Page 232 Page 233
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2 talent that we stream will usually have a 2 for documents sufficient to show the
3 direct or indirect relationship that has to 3 deals that LiveXLive Media had with
4 involve LiveXLive to be able to be -- for 4 Rihanna, Coldplay, Katie Perry, Kings
5 LiveXLive to be able to stream it. 5 of Leon and Taylor Swift.
6 Q. Okay. 6 MR. ISSER: Take it under
7 Who on behalf of Rihanna 7 advisement.
8 authorized LiveXLive Media to stream 8 A. If you like music, I could send
9 Rihanna's content? 9 them to you so you can watch it. Maybe
10 MR. ISSER: Objection to form. 10 you'll enjoy it.
11 A. That's a great question, but I 11 Q. Let's take a look at Tab 30.
12 would assume Jay Brown and Desiree who 12 We're going to mark Tab 30 --
13 run -- who run the company where Rihanna is. 13 MR. ISSER: What exhibit with
14 Q. What about Coldplay? 14 are we up to? Anyone?
15 A. I don't -- I wouldn't know. I 15 MR. WURTZEL: I think we're
16 typically do not handle the contracts. We 16 at -- Tab 30 is going to be marked as
17 have legal people that handle the clearances 17 Ellin Exhibit 14.
18 and we have partnerships with every record 18 MR. ISSER: 14?
19 label, publisher, all right, across the 19 (Ellin Exhibit 14, Affirmation
20 board, everyone from Universal to Warner, to 20 of Robert S. Ellin, marked for
21 Sony, to every publisher across the board to 21 identification, as of this date.)
22 give us the rights for both live streaming 22 Q. Mr. Ellin, what is Ellin Exhibit
23 as well as for pay per view. 23 14?
24 MR. WURTZEL: All right. So I'm 24 MR. ISSER: Objection to form.
25 going to make a request to Mr. Isser 25 MR. WURTZEL: I don't hear the

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2 witness. 2 got it. Never mind.
3 MR. ISSER: Rob, you're on mute. 3 MR. ISSER: You got it?
4 THE WITNESS: Sorry. Is 14 on 4 THE WITNESS: Yeah. What
5 your first one, Steve, or your second 5 number?
6 one? 6 MR. ISSER: Tab 30.
7 MR. ISSER: No, that's -- sorry. 7 A. Tab 30. Okay. Danco
8 It's the link I sent you. It's Tab 30. 8 Enterprises versus LiveXLive? Is that what
9 It's Tab 30 we're on. 14 is the 9 we're looking at? Am I in the right one?
10 exhibit. Tab 30. 10 Q. Yes.
11 THE WITNESS: Yeah, I'm trying 11 A. Okay.
12 to find it. 12 Q. What is Ellin Exhibit 14?
13 MR. ISSER: It's on the link I 13 MR. ISSER: Objection to form.
14 sent you this morning. 14 A. It looks like the frivolous
15 THE WITNESS: I know, I know, I 15 lawsuit you filed.
16 knocked it off by accident. 16 Q. Do you see in the top right it
17 Steve, do you mind sending me 17 says Affirmation of Robert S. Ellin?
18 the link again? Just I literally have 18 A. It does.
19 500 mails coming in. 19 Q. And in the first line below the
20 MR. ISSER: No problem. 20 caption it says: I, Robert S. Ellin, being
21 THE WITNESS: I don't know where 21 of due age and sound mind, hereby affirm as
22 it went. 22 follows under penalty of law.
23 MR. ISSER: Let me just find it 23 A. Yup.
24 myself. 24 Q. And please turn to page 14 of
25 THE WITNESS: Now, I got it. I 25 this document. Is that your signature?
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1 Ellin - Confidential 1 Ellin - Confidential
2 A. Yup. 2 destroyed the business.
3 Q. Did you review this before you 3 Q. Let's look at paragraph 7 of
4 signed it and submitted it? 4 your affirmation, it really should have been
5 A. I did. 5 affidavit, but that's okay. Do you see in
6 Q. Is everything in here accurate? 6 paragraph 7 you wrote: It was understood by
7 A. Yup. 7 all parties that Schnaier's $1.25 million
8 Q. You testified earlier that 8 investment was a condition of the later
9 Mr. Schnaier through WantMCS invested $1.25 9 buy-out? Do you see that?
10 million in cash; is that correct? 10 A. Yeah.
11 MR. ISSER: Objection to form. 11 Q. Is that statement not correct?
12 Objection to the extent it 12 A. It was --
13 mischaracterizes his testimony. 13 MR. ISSER: Objection.
14 A. I don't remember the name of the 14 A. Again, I don't remember the
15 entity, but it sounds right. 15 exact timing of when we were actually going
16 Q. Was that investment a condition 16 to buy the equity of his business, but it
17 of entering into either an asset purchase or 17 was discussed, yes, that without an
18 a later merger with Wantickets? 18 investment, we probably would have never
19 MR. ISSER: Objection to form. 19 bought his company, if that's what you're
20 A. No, it wasn't a condition, but 20 asking.
21 it was certainly -- it was certainly 21 Q. No. I'm asking if this is
22 Schnaier's -- it was his intention to try to 22 correct.
23 push us into acquiring his company which, as 23 Was it a condition -- was
24 you know, we turned down and then just 24 Mr. Schnaier's $1.25 million cash investment
25 bought the assets at the end after he 25 a condition of the later buy-out?

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2 A. It was verbally agreed that the 2 A. It was all verbal. I don't
3 two -- two were going to be tied together; 3 think there was anything that reflected it.
4 yes. 4 It was his desperation to try to figure out
5 Q. So it was a condition or it 5 a way to get out of the massive, massive
6 wasn't? 6 losses he was taking and how, you know, how
7 MR. ISSER: Objection to form. 7 he literally had destroyed this great little
8 A. Yes. 8 company, Wantickets, and demolished it,
9 Q. Okay. 9 demolished all of his shareholders, and, as
10 So when you testified before and 10 you know, all of those investors are suing
11 when I asked you, was that investment a 11 him, all right, you know, across the board,
12 condition of entering into either an asset 12 the Shahebans (phonetic) and so on are all
13 purchase or later merger with Wantickets, 13 suing him for the damages that he did to them.
14 you said no, it wasn't a condition. That 14 Q. Before closing the APA, did
15 testimony was incorrect? 15 Mr. Schnaier intentionally conceal or fail
16 MR. ISSER: Objection to form. 16 to disclose significant Wantickets contracts
17 His testimony speaks for itself. 17 with third parties?
18 A. Yeah, it wasn't a condition that 18 MR. ISSER: Objection to form.
19 we had to buy his company. It was a 19 A. I think that Mr. Schnaier was
20 condition -- it was a condition that was the 20 friendly -- he had many things, he had many
21 only way that he could have an opportunity 21 things including promises that he had made
22 of selling us his assets into our company, 22 to his customers to make payments to them,
23 so we weren't -- we weren't obligated, but 23 including payments that were due, including
24 he was. 24 promises of Fed Exes and wires, and I'm sure
25 Q. What documents reflect that? 25 you've read all of them from Michael Gruber
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2 at Caesars, right, the biggest owner of 2 Is that statement accurate?
3 casinos, to the lawsuit from Wynn. He 3 A. Yup.
4 screwed every customer across the board. 4 Q. Okay.
5 MR. WURTZEL: John, can you -- I 5 What significant specific
6 think my client is trying to get back in. 6 Wantickets contracts with third parties did
7 Q. So my question is: Did Mr. 7 Mr. Schnaier or Wantickets or Danco fail to
8 Schnaier, did Mr. Schnaier conceal or fail 8 disclose?
9 to disclose significant contracts that 9 A. You know, I don't have them in
10 Wantickets had with third parties? 10 front of me, I have to think about that, but
11 MR. ISSER: Objection to form. 11 it was certainly verbal or written contracts
12 A. I have to think about that. I'm 12 of financial arrangements that he had made,
13 not sure off the top of my head. He 13 payouts, etc., that were breached, and he
14 certainly -- he certainly -- whether signed 14 did not disclose to us.
15 contracts or not signed contracts, he 15 Q. Did you know what significant
16 certainly misled everyone as to the 16 contracts you were referring to when you
17 relationship with his customers and the 17 signed this affirmation on July 2, 2018?
18 issues between them. 18 A. I don't think it was just one
19 Q. So let's look at paragraph 22 of 19 contract, I think it was multiple different
20 your affirmation. 20 issues, but I don't remember off the top of
21 So in paragraph 22, you wrote: 21 my head right now.
22 Prior to the closing of the APA, Wantickets, 22 Q. So you wrote in this affirmation
23 Danco and Schnaier intentionally concealed 23 that Mr. Schnaier intentionally concealed
24 and failed to disclose Wantickets contracts 24 and failed to disclose significant
25 with third parties. 25 Wantickets contracts with third parties. I

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2 understand you don't know what contracts you 2 MR. ISSER: Objection to form.
3 were referring to today, but when you signed 3 A. Yes.
4 this affirmation in July of 2018, did you 4 Q. So didn't LiveXLive Media see
5 know what specific contracts you were 5 the contracts that Wantickets had?
6 referring to? 6 A. You would have to ask the
7 A. Yes. 7 auditors that. I don't audit -- I don't
8 Q. Okay. 8 audit the statements, but the auditors have
9 And how did you determine what 9 obviously been deposed and they can answer
10 specific contracts Mr. Schnaier intentionally 10 that for you, but they certainly have grave
11 concealed and failed to disclose when you 11 concerns of what they found out afterwards;
12 executed this affirmation? 12 right?
13 MR. ISSER: Objection to form. 13 Q. So sitting here today, you don't
14 A. I mean, based off of many 14 know what specific contract Mr. Schnaier
15 factors including the lawsuits that were 15 failed to disclose as you state in paragraph
16 filed against him at Light Group and many, 16 22 of Ellin Exhibit 14; is that correct?
17 many others, highlighting the verbal and 17 MR. ISSER: Objection to form.
18 written contracts he had made them on 18 Object to the form. Objection, asked
19 payment schedules and other things plus the 19 and answered.
20 contracts that were not disclosed about his 20 A. I mean, there's so -- there's so
21 pre-payments on tickets that he never made. 21 many. Just look at all the lawsuits. Look
22 So I don't -- 22 at all the lawsuits and --
23 Q. Didn't LiveXLive Media audit two 23 Q. If there are so many, let's go
24 years of Wantickets' financials before doing 24 through them. Tell me.
25 the APA? 25 MR. ISSER: Josh, please let my
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2 client finish his answer. 2 all, I'll take the production under
3 A. Yeah, I don't know -- 3 advisement, but we are under no
4 Q. Tell me which ones. 4 obligation to cherry pick documents
5 A. I don't know them off the top of 5 that were already produced to you to
6 my head. 6 answer this question. We'll take the
7 Q. Okay. 7 request for any unproduced contracts
8 And what would you have to do to 8 that are referred to in this paragraph
9 come up with that information? 9 be produced, that we'll take under
10 A. I don't know. I'd have to -- 10 advisement.
11 I'd have to do -- I'd have to do some 11 MR. WURTZEL: Okay. Well, the
12 research and get back on the phone with the 12 witness has said he doesn't know what
13 attorneys and this is already years ago and, 13 they are, so I'd like to know what they
14 you know, all the damage that he created 14 are.
15 across the board, including relationships 15 MR. ISSER: Well, you have all
16 that he killed the bars [sic] because of his 16 the contracts that we produced. Ask
17 behavior. 17 him one by one.
18 MR. WURTZEL: So I call for the 18 Q. Mr. Ellin, in paragraph 23 of
19 production of documents sufficient to 19 this affirmation, you say: Prior to the
20 show the contracts that Mr. Ellin was 20 closing of the APA, Wantickets, Danco and
21 referring to in paragraph 22, and if he 21 Schnaier intentionally concealed and failed
22 doesn't know them or there are none, 22 to disclose material adverse changes to
23 then we'd like a written statement to 23 Wantickets' business.
24 that effect. 24 What specific adverse changes
25 MR. ISSER: No. No. First of 25 did Wantickets, Danco and Schnair fail to

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2 disclose before the APA? 2 Q. Did you draft this affidavit?
3 A. Again, I don't have the exact 3 MR. ISSER: Objection to form.
4 ones here, but there's so many lawsuits that 4 A. What's that?
5 came that clearly were already in the works 5 Q. Did you draft this affirmation?
6 that Mr. Schnaier knew about from Light 6 A. Did I draft it? I signed off on
7 Group to many others, Ga Boy Productions, 7 it; yes.
8 all of them with the same accusations, all 8 Q. That wasn't my question. Did
9 of them with the exact same accusations. He 9 you draft it?
10 settled some of those and accepted that he 10 A. Well, I don't type -- I didn't
11 was guilty, right, liens and judgments 11 type it if that's what you're asking, but I
12 against him. Used our stock to pay them. 12 certainly --
13 Right? We accepted that he was stealing 13 Q. Did you dictate it to someone
14 money, he was taking pre-sales and he was 14 else to type?
15 putting it in his own pocket and he wasn't 15 MR. ISSER: Objection to form.
16 paying them out to his customers. 16 If it was through your counsel, I don't
17 Q. When you executed this affidavit 17 want you to get into any details
18 on July 2, 2018, did you know specifically 18 between you and counsel's --
19 what adverse changes you were referring to? 19 MR. WURTZEL: Well, I didn't get
20 A. Yes. 20 into that --
21 Q. How come you don't know today? 21 MR. ISSER: -- in the drafting
22 A. It's two years plus later. 22 of the affidavit.
23 There are so many issues that have come out 23 MR. WURTZEL: I asked him if he
24 of this, I can't even keep up with how many 24 dictated it.
25 lawsuits the kid has. 25 MR. ISSER: If he dictated it to
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2 counsel, you're not entitled to an 2 (Whereupon, a brief recess was
3 answer. Ask him if he dictated it to 3 taken.)
4 anyone other than counsel, because if 4 THE VIDEOGRAPHER: We are back
5 he dictated it to counsel, that's 5 on record 3:23 p.m. Proceed.
6 privileged. 6 MR. WURTZEL: Steve, we're going
7 MR. WURTZEL: I asked him if he 7 to reserve our right to challenge the
8 dictated it. I didn't ask him who he 8 assertion of privilege.
9 dictated it to. And the answer is yes 9 MR. ISSER: Okay.
10 or no. 10 Q. All right, so Mr. Ellin, in
11 MR. ISSER: And I'm instructing 11 paragraph 24, you write prior to the closing
12 the witness that if you dictated it to 12 of the APA, Wantickets, Danco and Schnaier
13 counsel, then that's not part of your 13 intentionally concealed and failed to
14 answer, and you should answer if you 14 disclose in the schedules attached to the
15 dictated it to anyone other than 15 APA significant liabilities and obligations
16 counsel, because it would be privileged 16 owed by Wantickets to third parties as
17 if you dictated it to counsel. 17 alleged in defendants' counterclaims,
18 A. Privileged. 18 omissions upon which they knew LiveXLive
19 MR. WURTZEL: Okay. I'm going 19 Media would rely.
20 to challenge that. 20 What specific significant
21 We lost the witness. Let's go 21 liabilities and obligations did Wantickets,
22 off the record till the witness 22 Danco and Schnaier fail to disclose before
23 returns. 23 the APA?
24 THE VIDEOGRAPHER: Going off the 24 A. There are so many of them, I
25 record. The time is 3:20 p.m. 25 don't remember exactly, but many of them.

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2 Q. Let's name the ones you do 2 Q. Well, you just mentioned GA Boy
3 remember. 3 Productions and Light Group. So were either
4 A. I can't remember off the top of 4 of those not disclosed before the APA?
5 my head. 5 MR. ISSER: Objection to form.
6 Q. You just said there are so many. 6 A. I don't remember.
7 You can't remember one? 7 Q. What would I have to do to
8 A. Nah, I really don't have a -- 8 refresh your recollection or figure out the
9 MR. ISSER: Objection to form. 9 answer?
10 A. Yeah, I really -- I don't have -- 10 A. I'd have to go back to lawyers
11 I don't have a clue today. I don't spend 11 and so on who have been dealing with all the
12 five minutes going back to the damage that 12 mess and all the problems he left behind.
13 he created for everybody else, including his 13 Q. Let's look at paragraph 38 of
14 employees. But GA Boy Productions, Light 14 your affirmation, page 9 of Ellin Exhibit 14.
15 Group, there's so many of them, as you're 15 You wrote: As of May 31, 2017
16 well aware. 16 Wantickets had undisclosed obligations in
17 Q. Well, isn't it true that those 17 excess of $1,004,000, which arose or
18 liabilities were disclosed to LiveXLive 18 occurred prior to the closing of the APA.
19 Media before the APA? 19 So what specific undisclosed
20 MR. ISSER: Objection to form. 20 obligations were you referring to there?
21 A. Not all of them; no. 21 A. I don't remember.
22 Q. Which ones of them were not 22 Q. That's a pretty specific number,
23 disclosed before the APA? 23 1,004,000.
24 A. I don't remember. I don't 24 MR. ISSER: Objection --
25 remember which ones. 25 Q. How did you arrive at that
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2 number? 2 tricked, especially when you got a guy with
3 MR. ISSER: Objection to form. 3 a background like this who is -- who has
4 A. I don't remember. It's well 4 literally committed, you know, securities
5 over two years ago. We've done, again, 5 fraud, kicked out of the industry for life
6 we've done over a hundred deals since then, 6 and literally has God knows how many liens
7 including acquired three companies. 7 and judgments and lawsuits against him.
8 Q. Let's look at paragraph 26. 8 It's not that hard -- it's not that hard to
9 You wrote: Prior to the closing 9 trick an auditor.
10 of the APA, Wantickets, Danco and Schnaier 10 Q. Well, you said that this
11 intentionally concealed and failed to 11 $436,552 was listed on Wantickets' balance
12 disclose that Wantickets owed $436,552 to 12 sheet, but was misrepresented as deferred
13 various event organizers and promoters for 13 sale. So before the APA, what was your
14 ticket pre-sales, which were misrepresented 14 understanding of what the term deferred
15 as deferred sales on Wantickets' balance 15 sales referred to in Wantickets' balance
16 sheet. 16 sheet?
17 Isn't it true that LiveXLive 17 MR. ISSER: Objection to form.
18 Media's auditors reviewed Wantickets' 18 A. Yeah, I don't candidly remember,
19 balance sheets going back to 2015 before the 19 but I'm sure -- I'm sure that that exact
20 APA? 20 number is tied to -- can easily be tied to
21 MR. ISSER: Objection to form. 21 which one of the messes that he left behind
22 A. I assume the auditors did what 22 him.
23 work they did during that period of time. 23 Q. But you said that this money,
24 It doesn't mean, mean, as you know, you 24 this line item was on the balance sheet, but
25 know, any auditor could be fooled or 25 it was misrepresented as deferred sales, so

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2 what's the basis for your statement that it 2 form.
3 was misrepresented as deferred sales, in 3 A. Correct.
4 other words, why -- let me withdraw the 4 Q. So if you take in money for
5 question. 5 something that is not yet earned, isn't it
6 What are deferred sales? 6 correct to characterize that money as
7 MR. ISSER: Objection to form. 7 deferred sales?
8 A. Yeah, I don't remember exactly 8 A. Well, I do not know. I do not
9 how they booked these right now. I would 9 know in this case. We'd have to ask the
10 have to go back to it, to how he booked his 10 auditors and I'd have to go back to the
11 deferred sales, but I would assume that 11 notes on it, but I do not know exactly what
12 those are, again, are probably, and I don't 12 this specific $436,000 of deferred sales,
13 remember, are pre-sales that he stole the 13 but clearly, clearly it was an error on his
14 money and didn't pay his clients. 14 balance sheet at the time of the acquisition.
15 Q. So wouldn't that -- wouldn't 15 Q. If -- why didn't you before the
16 calling that expense deferred sales be an 16 APA, in the two-year period that the
17 inaccurate characterization? 17 financials were audited by your auditors,
18 MR. ISSER: Objection to form. 18 why didn't you or someone from LiveXLive
19 A. Yeah, I don't know the answer. 19 Media ask either Mr. Schnaier or someone
20 Q. But you've been -- 20 else from Wantickets what this number that
21 A. I don't know the answer to that. 21 was listed as deferred sales was?
22 Q. You've been in business for 22 MR. ISSER: Objection to form.
23 several decades and in particular in the 23 A. I'm sure the -- I'm sure the
24 streaming entertainment business; correct? 24 auditors did, and you'd have to ask them as
25 MR. ISSER: Objection to the 25 to why it was later deemed that he misled
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2 us, and so -- 2 MR. ISSER: Don't get into --
3 Q. Okay. 3 wait. Rob, don't get into conversations
4 But -- 4 with counsel.
5 A. -- for clarification. It's not 5 THE WITNESS: Okay.
6 my expertise -- 6 A. I don't remember.
7 Q. Okay; but -- 7 Q. You said before that LiveXLive
8 A. It's not my expertise at all. 8 Media initially attempted to do a $100 million
9 We can certainly -- you can certainly ask 9 public offering; correct?
10 the auditors that. 10 A. Yes.
11 Q. So why did you put it in your 11 MR. ISSER: Objection to form.
12 affirmation then? 12 A. Yes.
13 MR. ISSER: Objection to form. 13 Q. But ultimately it was only able
14 A. I don't know. What's the 14 to do a $20 million public offering; correct?
15 question? 15 MR. ISSER: Objection to form.
16 Q. Why did you put this in your 16 A. Yes.
17 affirmation if you didn't know what it meant? 17 Q. If LiveXLive Media had been able
18 MR. ISSER: Objection. 18 to raise a hundred million dollars in a
19 A. Well, I did know what it meant 19 public offering -- withdrawn.
20 in 2018. I just don't remember what it was. 20 What was the valuation on which
21 There's so many things that came out of it, 21 LiveXLive Media was relying when it sought
22 so many lawsuits, but very simply the 22 to raise a hundred million dollars?
23 auditors clearly told me afterwards, right, 23 A. I don't know what the question is.
24 or somebody told me, the attorneys told me 24 Q. Let me ask you this. Why is it
25 afterwards that this -- 25 that LiveXLive Media was unable to raise

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2 $100 million and only able to raise $20 2 done. All right? It's very difficult to
3 million in a public offering? 3 get an IPO done. I don't know if you've
4 MR. ISSER: Objection to form. 4 ever tried one. I've done it a few times.
5 You can answer. 5 Q. So you mentioned there were a
6 A. It's a simple answer. That's 6 number of reasons, you mentioned the
7 what investors were willing to invest. 7 shooting in Vegas. What were some of the
8 Q. What is your understanding of 8 other specific reasons?
9 why that was? 9 MR. ISSER: Objection to form.
10 A. There were many reasons along 10 A. Stock market, timing, timing of
11 the way, you know, including the shooting in 11 going public, and we were -- this was not an
12 Las Vegas that did a lot of damage -- did a 12 easy deal, we were an early stage company,
13 lot of damage to the industry. It made it 13 this was a public venture capital company.
14 very difficult to close the financing in 14 Very few people other than yourself, right,
15 that time, but like all IPOs, I, you know, 15 which your client, Mr. Schnaier, made a
16 IPOs, you attempt, you go out and you try to 16 fortune the last time I did this with
17 raise money, and if you can't raise money, 17 Majesco, which is shocking, you used it in
18 you've got to go find alternative options, 18 the lawsuit like some negative even though
19 and we had to look at all options; right? 19 he was kicked out of the industry for
20 We feel very fortunate that we were able to 20 illegally selling stock, right, somehow
21 raise 23 million from extremely brilliant 21 you're writing negative things, but he made
22 investors including Fidelity and multiple 22 a fortune on it. I'm one of the few people
23 others and we had physically sophisticated 23 who has been able to get transactions like
24 bankers at JMP who were able to complete the 24 this done at a very, very early stage and
25 financing. It's not easy getting an IPO 25 they're never easy, there's not one of them
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2 that's easy. 2 number two, the stock market, number three,
3 Q. All right. 3 the timing, number four, the earliness of
4 So you mentioned shooting in 4 the company, new company, number 5,
5 Vegas, stock market, the timing and the fact 5 investors not willing to pay a higher price
6 that this was a new company or an early 6 or, as you said, it was priced too high.
7 company. Anything else that led to the 7 Other than those five reasons, any other
8 public offering being only 20 million rather 8 reasons you can think of for why LiveXLive
9 than a hundred million? 9 Media's public offering went from initially
10 A. Investors -- 10 was not able to get a hundred, it went to
11 MR. ISSER: Objection. 11 only 20 million?
12 A. Investors weren't willing to put 12 MR. ISSER: Objection to form.
13 in the money at the valuation they tried. 13 Objection to the extent it
14 They probably priced it too high, they tried 14 mischaracterizes his testimony. You
15 to price it between 12 and $16 and it was 15 can answer.
16 probably too high and when it came down, the 16 A. We'll have to look at the dates,
17 investors were willing to invest at 4, not 17 but we also got sued by multiple of Mr.
18 at 12 or 16. We tried three times. The 18 Schnaier's creditors that he owed money to.
19 second time was at $7 a share. 19 So all the above, all the above hurt.
20 Q. Any other reasons? 20 Q. And how much did that decrease
21 MR. ISSER: Objection to form. 21 from a hundred million to 20 million did the
22 A. Only ones I can think of. 22 lawsuits -- withdraw that.
23 Q. So I have here, I just want to 23 What was the total amount of
24 make sure because I made a list as you were 24 money that Mr. Schnaier's creditors, as you
25 speaking, the shooting in Vegas, number one, 25 said, sought from Wantickets?

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2 MR. ISSER: Objection to form. 2 A. Yeah, I don't remember exactly,
3 A. I don't know. God knows how 3 but obviously that was the number when I
4 much. Millions and millions and millions of 4 signed this affidavit in 2018, but that
5 dollars. I mean, Wynn, Light Group, you 5 didn't mean that Wantickets wasn't being
6 know, every -- almost every one of his 6 sued for additional money and it didn't mean
7 customers sued him. I mean, I can't think 7 that it didn't damage relationships, you
8 of a one that didn't sue him. 8 know, and the banks and calling customers
9 Q. So we talked about, we looked at 9 around to Wynn and so on and these are very
10 paragraph 38 before in which you said as of 10 powerful companies that he stole from,
11 May 31, 2017, Wantickets had undisclosed 11 right, Wynn and Light Group and Caesars,
12 obligations in excess of $1,004,000 which 12 right, these are powerful companies, and
13 arose or occurred prior to the closing of 13 certainly couldn't help, you know, it's hard
14 the APA, so is that an accurate number? Is 14 to pinpoint exactly how much damage it was,
15 that an accurate, generally accurate number 15 but it was certainly -- it certainly was bad
16 of the amount that Mr. Schnaier's creditors 16 and we lost our relationship with the Tao
17 sought from LiveXLive Media? 17 Group over it, which would have been a very,
18 MR. ISSER: I'm sorry. Can you 18 very sizable customer and it's a real shame
19 read back that question? 19 because the CEO was an investor of ours.
20 (Whereupon, the requested 20 Not only was he an investor, but we lost
21 portion of the record was read back 21 that business over there. So it caused a
22 by the reporter.) 22 lot of damage. And as you can see, by the
23 MR. ISSER: I'm going to object 23 filings, right, Wantickets had such a tiny
24 to form and object to the extent it 24 little slot even though we had to show the
25 characterizes his testimony. 25 audit, right, in the original S-1, by the
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2 third S-1, the second was even less, by the 2 it doesn't, but I can tell you it was
3 third it didn't even exist. All right? I 3 awfully, it was awfully close, you know,
4 think there were two paragraphs in the third 4 and it was a painful, it was a very painful
5 S-1. So, and the only thing we did have to 5 experience to lose that deal. Right? We
6 disclose, we did have to disclose lawsuits, 6 lost over $400 million in value by the third
7 and since we really had no other lawsuits in 7 round, and arguably over $600 million in
8 the company, in the history of the company, 8 value.
9 right, there was probably only one lawsuit 9 Q. So that loss of 400 to $600
10 in seven years, it was -- it was pretty ugly, 10 million in value, that was all attributable
11 you know, you would have to ask BMO and ask 11 to Mr. Schnaier and Wantickets?
12 them what their investors told them because 12 MR. ISSER: Objection to form.
13 I can't answer for them what their rationale 13 A. Again, I can't say that he was
14 was for not investing, because it was awfully 14 responsible for all the damage, right, but
15 close, they thought it closed -- not only 15 he certainly had an effect. Having lawsuits
16 did they think the hundred million dollars 16 from some of the biggest companies in the
17 closed, and it was really 75 million to 125, 17 United States, we were basically an American
18 they thought it closed, so did the New York 18 company at the time, right, being sued by
19 Stock Exchange, our symbol was up, the flags 19 The Wynn Group, being sued by the Light
20 were up in the New York Stock Exchange, and 20 Group, being someone -- it's pretty
21 I had Whiz Khalifa and Armond Day 21 damaging. It doesn't even matter the size,
22 (phonetic), fly in, they were on planes to 22 it's just the ugliness of it, but I don't
23 fly in to perform at the New York Stock 23 know that I can pinpoint and go, you know,
24 Exchange for the first time in history. So 24 every dollar of damage and that's the only
25 it's hard to tell why a deal breaks and why 25 reason a deal didn't happen, but it

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2 certainly didn't help and it certainly 2 on the New York Stock Exchange and they had
3 affected the mindset of people. 3 flags up and the symbol on the Exchange
4 Q. But I'd like to know, you 4 already, it's very, very rare, very rare
5 initially asserted counterclaims in this 5 that a deal doesn't close.
6 case, which have since been dismissed, but 6 Q. Looking at paragraph 60 of your
7 counterclaims based on damage that 7 affirmation, you write: As a direct result
8 Mr. Schnaier and some of his associated 8 of the conduct of, and breaches by,
9 entities caused to LiveXLive from the 9 Wantickets and Danco and Schnaier set forth
10 actions you just described, so I'd like to 10 above, including major Wantickets customers
11 know how much money you believe those 11 refusing to do business with LiveXLive
12 actions cost LiveXLive Media. 12 Tickets because of money owed by Wantickets,
13 MR. ISSER: Objection. 13 breaches of the APA, deterioration in other
14 A. A lot. 14 business relationships because of
15 MR. ISSER: One minute now. 15 Wantickets' previously undisclosed
16 Objection to the extent it 16 liabilities and payment obligations and
17 characterizes which counterclaims have 17 refusal to pay or remedy them, damage to
18 been dismissed, which have not been 18 LiveXLive Tickets' and LiveXLive Media's
19 dismissed and which are considered 19 brand names and reputation, Schnaier's
20 duplicative, but you can answer the 20 refusal and failure to pay the Schnair
21 question. 21 obligations and amounts due to undisclosed
22 A. A lot. A lot of damage. I'm 22 third parties, third party litigation
23 not an expert to put an exact number of what 23 relating to the same and the resulting
24 that damage is, but I can tell you that, you 24 decrease of LiveXLive decreased revenue for
25 know, you know, you can -- you can be listed 25 2017. LiveXLive Media was forced to
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2 drastically reduced its public offering from 2 going to get done. If those lawsuits didn't
3 a projected raise of approximately 100 3 come, you know, that deal was closing.
4 million to $20 million. 4 MR. ISSER: Josh, can you -- I'm
5 Let's stop right there. 5 sorry, Rob. I didn't mean to interrupt
6 You just gave me a list of I 6 you.
7 counted six different things, only one of 7 THE WITNESS: That's okay.
8 which was suits by Mr. Schnaier's creditors. 8 MR. ISSER: Josh, can we take a
9 So how come in this affirmation you didn't 9 five-minute break? I've just been
10 mention the decrease in the amount of the 10 informed Rob's office have a few urgent
11 public offering was at least in part caused 11 questions for him, can we break now so
12 by the other five factors that you mentioned 12 that Rob can call his office?
13 to me before? 13 MR. WURTZEL: I mean, I have
14 MR. ISSER: Objection to form. 14 like two more minutes on this document,
15 A. I don't know that that was the 15 so why don't we finish.
16 form to bring in other things, but that was 16 MR. ISSER: All right. Thank
17 critical, it was critical damage, it was 17 you. So let's finish this document.
18 huge, huge damage to us and BMO was 18 THE WITNESS: Okay. So let me
19 extremely upset about these lawsuits, it was 19 just -- let me just make sure because
20 a topic of conversation. No one brought any 20 if they need me, again, my dad's in the
21 of the others up. Right? The others are 21 hospital. Let me have that phone,
22 just, you know, they're sort of part of life 22 please. Hold on a second. Let me see
23 that anything can happen, but once you're 23 where it is.
24 listed on the New York Stock Exchange and 24 MR. ISSER: Make sure you mute
25 your flags are up, it's very rare you're not 25 yourself, Rob.

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2 Sorry, Josh. I don't know what 2 the record 4 p.m. This marks the
3 the urgency is. I just got texts and 3 beginning of media number 4.
4 e-mails. 4 Counsel, proceed.
5 THE WITNESS: Hold on. 5 CONTINUED BY MR. WURTZEL:
6 MR. ISSER: Make sure you mute 6 Q. Counsel, before the break, we
7 yourself, Rob. 7 were looking at Tab 30, which is Ellin
8 THE WITNESS: Yeah. 8 Exhibit 14.
9 (Pause in the proceedings.) 9 A. Okay. Go ahead. Go ahead.
10 MR. WURTZEL: Why don't we just 10 Q. So in your affirmation,
11 take a break. I don't want to wait for 11 paragraph 60 that we were looking at before --
12 him while he's doing other calls. So 12 A. I'm sorry. What number was it
13 let's take a break now. I mean -- 13 again?
14 MR. ISSER: All right. I'll 14 MR. ISSER: Tab 30, Rob,
15 send him a text. You want to take a 15 paragraph 60.
16 break -- when do you want to break to? 16 THE WITNESS: Tab 30. Okay.
17 MR. WURTZEL: Let's -- let me 17 Q. In this affirmation at the very
18 just look. We can go off the record 18 end, you said that the projected valuation
19 and let's discuss. 19 of LiveXLive Media went from 6 to $700
20 THE VIDEOGRAPHER: Okay. We are 20 million to $200 million. So that's anywhere
21 going off the record 3:45 p.m., ending 21 from a 4 to $500 million decrease in
22 media 3. 22 valuation. How much of that 4 to $500
23 (Whereupon, a brief recess was 23 million decrease in valuation was
24 taken.) 24 attributable to Mr. Schnaier's actions?
25 THE VIDEOGRAPHER: We are now on 25 A. A lot.
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2 MR. ISSER: Objection to form. 2 some of the most powerful people in the music
3 A. A lot. 3 community; right? The Wynn Hotel controls a
4 Q. What's a lot? 4 staggering amount of music, Light Group
5 A. I don't know. It could be all 5 controls a staggering amount of music, Tao,
6 of it, you know, hard to tell, but it 6 the venues in New York; right? You know, I
7 certainly had a -- it certainly had a huge 7 think there were some venues in Miami, too,
8 impact on the deal, you know, not happening, 8 if I remember right. You know, all of those.
9 and, again, all you have to look at is the 9 And then all those people are all tied in,
10 New York Stock Exchange actually having the 10 the guys at Tao are best friends with the
11 listing up, all right, having the Exchange 11 guys that own EDC Festival because they do
12 right at the heart of the storm as these 12 their event in it, so it caused a terrible
13 lawsuits came in. 13 dominos effect throughout the entire space
14 Q. How is it that a million dollars 14 including losing us, you know, business, but
15 in liabilities and some lawsuits and lost 15 it also scares when you don't have any
16 business for a company that wasn't even 16 lawsuits, right, or anything meaningful at
17 making a profit could cause LiveXLive Media 17 your company and all of a sudden you have
18 to lose half a billion dollars in valuation? 18 all these coming through, it had a dramatic
19 A. Well, this is -- 19 effect and, you know, when investors call,
20 MR. ISSER: Objection to form. 20 when they're in the public market, most of
21 A. This is way more than the dollar 21 those companies are public companies,
22 amount of these, and, as you know, the 22 Caesars and Wynn and so on are all public
23 lawsuits are way bigger than a million 23 companies, it's very damaging, and, you
24 dollars, all right, but it's way bigger than 24 know, it's a shame, it's a shame. It didn't
25 that, it's the loss of the relationship with 25 need to happen. All he had to do was honor

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2 his commitment to pay the money, he didn't 2 had a staggering amount of stock, he would
3 even have to pay it for long. He only had 3 have had a nice salary, and he would have
4 to pay it for a short window of time and he 4 had a shot of getting his upside because we
5 would have gotten paid off the IPO, but he 5 probably would have brought him a tremendous
6 chose to continue his criminal behavior and 6 amount of business into the ticketing side
7 to steal the money that ticket buyers were 7 if he would have honored his contracts and
8 giving, consumers were paying and not pay 8 been a gentleman and not decided that he was
9 his customers. 9 going to behave in the manner that he did,
10 Q. When you say that Mr. Schnaier 10 which he clearly decided for whatever reason
11 didn't even have to pay it for long, he only 11 that he decided, you can tell by his e-mails,
12 had to pay it for a short window of time and 12 that he thought I was going to pay his bills
13 he would have gotten paid off the IPO, what 13 even though he signed the contract saying
14 liabilities or obligations are you specifically 14 that he was going to pay him until the IPO
15 referring to? 15 was complete.
16 A. Mr. Schnaier was obligated to 16 Q. Mr. Ellin, isn't it true that
17 pay all the liabilities, right, and fund the 17 Mr. -- the obligations you're referring to
18 business until the IPO closed, and, you 18 to pay the liabilities until the IPO were
19 know, he would have had a staggering amount 19 capped at $100,000 a month?
20 of stock issued up because you're the 20 MR. ISSER: Objection to form.
21 beneficiary of it, you're probably the 21 A. You may not think, you know,
22 biggest beneficiary of the fact that he was 22 that a hundred thousand a month the way
23 able to sell his stock post the $4 million 23 you're running up legal bills on this, but a
24 IPO and, you know, he caused great damage. 24 hundred thousand dollars a month for a
25 All he would have had to do, he would have 25 little shit ass business that was a tiny
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2 business that was failing was a tremendous 2 right? And all the complaints were coming
3 amount of money. All right? You know, and 3 in. So it was a very dramatic, very
4 so that hundred thousand a month while we're 4 damaging, you know, it was very painful for
5 in the middle of the IPO, I'm on a road show 5 everybody. You know, I built all my
6 trying to build the business and trying to 6 companies, my last company was trading at
7 raise capital, all right, and this guy 7 3.6 billion. My company before that that
8 decides to defraud all of his customers. 8 Mr. Schnaier made all of his money in, all
9 And not just defraud them, you know, it was 9 right, went to $6 million. It cost
10 worse than that, because I could have held 10 everybody money. It cost employees money,
11 them off if it was just the money, it was 11 it cost shareholders money, and it caused a
12 the fact that he was calling them up and 12 lot of damages including our relationships
13 telling them Fed Ex packages were coming, 13 with BMO and the banking world and the New
14 wires were coming, and he was lying to them 14 York Stock Exchange, right, we couldn't get
15 every day, and, you know, you know, all of 15 listed afterwards on the New York Stock
16 us have a different -- you know, we have a 16 Exchange. They were extremely upset. We
17 different level of anger by when your 17 had to move over to the NASDAQ. And,
18 partners are owing you money versus when 18 listen, we will come back as we always do,
19 you're outright lying to them, and then the 19 but it was extremely painful and now it's
20 complaints started coming in and all the 20 critical -- it's crystal clear that someone
21 complaints from the customers, just read the 21 on your side is working with the media to
22 message boards of what happened during that 22 try to put out fake messages and put out
23 period of time of people that -- those 23 messages about the company as well. We know
24 consumers, those poor consumers who were 24 about the calls with Dave Brooks, we're
25 buying the tickets to the events. All 25 going to know a lot more of them, we know of

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2 calls to Bloomberg and we're going to know a 2 MR. WURTZEL: Steve, objection
3 lot more about them, and we know about these 3 to form is all that's necessary. The
4 Twitter accounts and we're going to know a 4 head shaking, the theatrics are not
5 lot more about them as well. 5 necessary. The witness --
6 Q. So if Mr. Schnaier was obligated 6 MR. ISSER: Well, do you want to
7 to pay a hundred thousand dollars a month 7 go through all the problems with that
8 between the time of the APA and the time you 8 question?
9 did the public offering and let's say he 9 MR. WURTZEL: No. I just told
10 didn't pay any of that, which I think he 10 you not to. The witness will answer
11 actually did and you admit that he did, but 11 the question.
12 let's just say that he didn't pay any of 12 A. So your question is -- you're
13 that, that's seven months, $700,000, in 13 facts are all wrong. All right? It's not
14 paragraph 60 of your affirmation, you say 14 just the 700,000. You lost the customers.
15 that the company lost anywhere up to half a 15 You couldn't just pay them. So --
16 billion dollars of valuation. If you 16 Q. How much were those worth? How
17 believed that you could save half a billion 17 much were those worth?
18 dollars of value by paying off 6 or $700,000 18 MR. ISSER: Stop interrupting
19 in liabilities, why didn't LiveXLive just 19 the witness. He was in the middle of
20 pay it off? 20 his answer. You can save your
21 A. First of all, LiveXLive -- 21 questions --
22 MR. ISSER: Objection to -- hold 22 MR. WURTZEL: Stop yelling.
23 on, Rob. Objection to form. 23 MR. ISSER: -- until the end of
24 A. Go on. I can't even count the 24 his answer.
25 ways. Go on. 25 MR. WURTZEL: Stop yelling.
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2 MR. ISSER: Well, stop 2 some of the biggest players in Las Vegas,
3 interrupting. 3 Miami, New York, but really more than that
4 A. It's exceptionally rude for you 4 is it's not just what the customer is worth,
5 to keep blathering out in the middle of me 5 it's a perception, and the perception of the
6 answering a question. So if you want an 6 Wynn Group, which is a, you know, $20 billion
7 answer, I'm happy to answer it. 7 company and Light Group, you know, and
8 Q. Mr. Ellin, I'm not really 8 Caesars which was a $50 billion company all
9 concerned with your opinions of me or this 9 of a sudden turning on you. It smelled and
10 case or this process. You are required to 10 looked like the problem was way deeper than
11 be here because you're a defendant and 11 Wantickets. It's really not easy for people
12 you're being accused of fraud, among other 12 to figure out at the last second, all right,
13 things, and so I would like an answer to my 13 and it caused dramatic damage to the
14 question, which was -- 14 company, and you could see it, you read the
15 MR. ISSER: Let me add you are 15 prospectus, all right, you know, if you stop
16 required to let him finish his answer. 16 interrupting and you actually read the facts,
17 Q. -- how much were those customers 17 you know it, but you're just so desperately
18 worth? 18 trying to get this frivolous lawsuit like
19 MR. ISSER: You are required to 19 for a guy that you know his company wasn't
20 let him finish his answer. 20 worth this, you know the assets were down to
21 Q. How much were those customers 21 almost zero, you know the revenues were down
22 worth? 22 to zero, and you know that he screwed over
23 A. Those customers potentially were 23 every single investor who he borrowed or
24 worth fortunes to the company, you know, 24 took equity from. All right? So the damage
25 potentially down the line in that they're 25 was not just the amount that was owed even

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2 though the lawsuits, as you know, are way 2 MR. ISSER: Objection to the
3 more than 700,000, the lawsuits are 3 form.
4 substantially higher than that, but the 4 A. And I'm going to end it on this
5 damage was reputational damage and it takes 5 because it really isn't an answer on it. It
6 a long time to recover. We still haven't 6 is way more than those customers. Those
7 gotten Tao back as a customer. All right? 7 customers are tied to my customers. So
8 And Lou Abin and those guys are friends for 8 those customers are tied to every festival,
9 years, right, but they didn't give us the 9 every owner of a music venue has a
10 business back afterwards because of the way 10 relationship with the local music festivals.
11 that this animal treated them, not just 11 All right? So there was massive damage.
12 because he didn't pay them, because of his 12 We've had to fix it, all right, we've had to
13 lies and his deceptions, and for anyone who 13 turn that around and we've turned some of it
14 lives on earth, anyone who is on this call, 14 around, but we have a long way to go and
15 you know when people promise you a wire or 15 it's going to take a long way to get back to
16 check was sent and you tell them the Fed 16 where we were, but we'll get there, just
17 Exes were sent and it doesn't show up, you 17 like we always do.
18 know it's not just lying, you know it's a 18 Q. So, Mr. Ellin, I'm going to
19 whole different level of animal that you're 19 repeat my question because I didn't get an
20 dealing with. 20 answer. What did you mean when you
21 Q. So my question was: How much 21 testified that those customers were
22 were those customers worth? The only part 22 potentially worth fortunes?
23 of your answer that answered it were those 23 MR. ISSER: Objection to form.
24 customers were potentially worth fortunes. 24 A. The customers, again, to
25 What did you mean by fortunes? 25 clarify, the customers and the customer
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2 relationships and the damage that they 2 When was the first time?
3 created for other people around them, not 3 A. I don't remember. 15 years ago.
4 just those customers, but a full perception 4 Q. So let's say about 2005?
5 of where this company was at, if you're 5 A. I mean, you have it in front of
6 going to be in the music business, you need 6 you because then you have it, so
7 partners in the music business, all right, 7 approximately 2005. I don't know if it was
8 and our partnerships are with festivals, 8 2005. That's when the actual conviction
9 clubs, venues, right, promoters who all have 9 was.
10 relationships with the major casinos, major 10 Q. And what was that conviction for?
11 clubs, New York, Miami and all the above, so 11 A. It was for a wet reckless.
12 the damage is not just those specific 12 Q. What is a wet reckless?
13 customers, the damage is to the overall 13 A. I don't know. You tell me. I'm
14 relationship to the company which then 14 not a lawyer.
15 caused the damage to the street where 15 Q. Well, you were the one who were --
16 investors pulled out of the IPO. 16 did you go to trial and get convicted or did
17 Q. Mr. Ellin, have you ever been 17 you plead guilty?
18 convicted of a crime? 18 MR. ISSER: Objection to form.
19 MR. ISSER: Objection. You can 19 A. It was a settlement.
20 answer. 20 Q. Okay.
21 A. Yes. 21 So you obviously understood what
22 Q. Okay. 22 you were pleading guilty to; correct?
23 Once or more than once? 23 A. Yes. But it's 15 years ago.
24 A. Twice. 24 Q. Okay.
25 Q. Okay. 25 So what -- what was the -- you

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2 said a wet record. I don't know what that 2 Q. Were you on probation?
3 is. 3 A. I have no idea. I don't remember.
4 A. That's what they call -- 4 Q. All right.
5 Q. Explain to me what it is. 5 And when was the second criminal
6 A. That's what they call it. I 6 conviction?
7 don't even know exactly what it means. 7 A. It was -- I don't know -- 2009.
8 Q. Is that a driving offense? 8 Q. And what was that for?
9 A. It's a driving offense; correct. 9 A. Same thing.
10 Q. Okay. 10 Q. Reckless driving?
11 And did you serve any time in 11 A. No. It was for drinking and
12 prison for that? 12 driving.
13 A. I served about six hours in a 13 Q. DUIs?
14 holding cell. No time in prison. 14 A. Correct.
15 Q. And other than the six hours in 15 Q. And did you go to trial on that
16 prison, what, if any, other punishment did 16 or did you plead guilty?
17 you have following that conviction? 17 A. We settled.
18 MR. ISSER: Objection to form. 18 Q. And did you spend any time in
19 A. I don't even remember. I don't 19 jail or prison for that?
20 know which -- what the -- what the -- well, 20 A. No.
21 because -- because I didn't -- well, I lost 21 MR. ISSER: Objection to form.
22 my license for a period of time. 22 A. I was in a holding cell for
23 Q. Were you on probation? 23 about three or four hours.
24 MR. ISSER: Objection to form. 24 Q. What, if any, other punishment
25 A. What's that? 25 did you have as a result of that conviction?
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2 A. I don't remember. I don't 2 other criminal convictions?
3 remember. Maybe community service. I don't 3 MR. ISSER: Objection to form.
4 remember. 4 A. Never.
5 Q. Did you lose your license again 5 Q. Were you ever convicted of
6 for that? 6 driving without a license?
7 A. It was extended -- my loss of 7 A. No.
8 license was extended from that. 8 Did I lose you? Did I lose you
9 Q. So in let's say 2005 you lost 9 guys?
10 your license somewhere around that time. 10 MR. ISSER: Are you frozen,
11 How long did you lose your license for? 11 Josh? Wave your hand.
12 A. I don't know. I don't remember. 12 MR. WURTZEL: No. I'm here. I
13 Q. Well, did it extend at least 13 think the witness is gone.
14 until 2009? 14 THE WITNESS: No, I'm here. Did
15 A. Yes. 15 you guys lose me?
16 MR. ISSER: Objection to form. 16 MR. WURTZEL: Yes.
17 A. No. No. No. It was 2005, but 17 MR. ISSER: Your screen went
18 then on the second one I lost the license 18 blank, Rob, but we hear you.
19 again, again for a period of time, so I 19 THE WITNESS: Sorry. That was
20 don't remember the exact time. 20 me. I don't know what happened.
21 Q. How long was the second loss of 21 A. No. No, those were the only two
22 license? 22 convictions.
23 A. One year. 23 Q. So let's look at Tab 1 and we're
24 Q. So other than this DUI and this 24 going to mark Tab 1 as Ellin Exhibit 15.
25 reckless driving conviction, do you have any 25 (Ellin Exhibit 15, Criminal Case

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2 Summary bearing Bates Nos. 2 MR. ISSER: And objection to the
3 P_000526-528, marked for 3 extent -- one minute, Rob. Objection
4 identification, as of this date.) 4 to form and objection to the extent it
5 A. Tab 1? 5 mischaracterizes the question and
6 Q. Tab 1 which is Ellin Exhibit 15. 6 answer as previously answered. You can
7 A. Yeah. 7 answer.
8 Q. So this is a document, it says 8 A. Yeah, I don't recognize --
9 criminal case summary for Robert Ellin and 9 recognize any of those. I've never -- I
10 it lists here, if you look under case 10 don't -- I can't remember ever being in a
11 information, it lists two offenses, one on 11 Malibu courthouse, so I don't know what
12 July 20 -- violation date April 25, 2009. 12 these are unless it's someone else with my
13 There are two offenses. One was dismissed 13 last name. Is it the same Social Security
14 or not prosecuted, that was speeding, and 14 number? Because there is no other -- unless
15 there's another one, Count 1, it says 15 these are tied to the same ones, all right,
16 driving without a license and it says 16 and they're the exact same case, I don't
17 guilty/convicted on July 28, 2009. Does 17 remember, it's possible I didn't have my
18 this refresh your recollection that you were 18 license with me that night, but otherwise
19 convicted or pled guilty -- 19 I've never been in the Malibu courthouse.
20 A. No. 20 And there's no other convictions other than
21 Q. -- to driving without a license 21 the two.
22 in 2009? 22 Q. Okay.
23 A. No. 23 Other than the six hours or so
24 MR. ISSER: Objection to form. 24 you said you spent incarcerated in connection
25 A. No. 25 with your reckless driving arrest or
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2 conviction and the three to four hours you 2 what an asinine thing that is.
3 spent incarcerated in 2009 for DUI, have you 3 Q. Well, do you consider yourself
4 ever been arrested at any other time? 4 to be a convict having been twice --
5 A. No. 5 A. Whatever --
6 MR. ISSER: Objection to form. 6 Q. -- convicted of criminal offenses?
7 Q. I'm sorry? 7 A. Whatever you want to -- whatever
8 A. No. 8 you want to say.
9 Q. Are any of the other members of 9 Q. Well, I'm not the witness, so
10 LiveXLive Media's management convicts? 10 it's whatever you want to say.
11 MR. ISSER: Objection to form. 11 MR. ISSER: Objection.
12 Objection to relevance. 12 Q. Do you have an answer?
13 A. Convicts, huh? That's funny. 13 A. No.
14 Not that I know of. 14 Q. You're refusing to answer?
15 Q. Okay. 15 MR. ISSER: Objection.
16 Do you -- do you associate 16 Mischaracterizes. You asked him if he
17 either business professionally or personally 17 had an answer. He said no. That's an
18 with other convicts? 18 answer to your question.
19 MR. ISSER: Objection. 19 Q. Do you consider yourself to be a
20 Objection to form. 20 convict?
21 A. No. 21 MR. ISSER: Objection.
22 Q. What's so funny? You don't 22 A. No.
23 consider yourself a convict? 23 Q. Why not?
24 MR. ISSER: Objection. 24 A. I don't -- that's not how I feel
25 A. I'm not even going to respond to 25 about myself.

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2 Q. Okay. 2 defendant in a lawsuit before this one?
3 Have you ever been disciplined 3 A. Yes.
4 by the NASD? 4 Q. How many times?
5 A. Yeah, 30 years ago. 5 A. I don't know. One or two in 30
6 Q. Would that be a yes? 6 years?
7 A. Yes. 7 Q. Have you ever been -- has anyone
8 MR. ISSER: Objection. 8 ever asserted a claim against you for fraud?
9 Q. And were you suspended from 9 A. I don't remember.
10 association with any NASD member? 10 Q. Let's look at Tab 37, and we'll
11 A. Yes. 11 mark this as Ellin Exhibit 16.
12 Q. And was your NASD registration 12 (Ellin Exhibit 16, Galloway
13 revoked? 13 Complaint, marked for identification,
14 A. Yes. 14 as of this date.)
15 Q. You mentioned before that 15 A. Yup.
16 LiveXLive Media had previous lawsuits and 16 Q. What is Ellin Exhibit 16?
17 the presence of the lawsuits hurt its 17 A. I don't know --
18 reputation. Before this -- before any of 18 MR. ISSER: Objection to form.
19 the lawsuits, either this lawsuit or the 19 A. Wait. I don't know if I have
20 other lawsuits related to Wantickets were 20 the right one.
21 filed, had you personally or LiveXLive Media 21 Q. It's Tab 37.
22 ever been involved in a lawsuit? 22 A. Tab 37. Tab 37. Yup. Got it.
23 MR. ISSER: Objection to form. 23 Fire away, pal. I just got off the phone
24 A. Yup. Yes. 24 with Mr. Galloway about five minutes ago, so
25 Q. Have you personally been a 25 let's see what you got.
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2 Are you frozen, are you dead? 2 pending. It was settled.
3 Q. No. Can you hear me? I asked a 3 Q. When was it --
4 question. 4 A. Not only --
5 MR. ISSER: No one heard a 5 Q. -- settled?
6 question. 6 A. Not only was it settled, but
7 Q. Can you hear me now? 7 just so you know while you sit there and
8 A. What's your question? 8 waste time, not only was it settled, but
9 Q. What is Ellin Exhibit 16? 9 he's a shareholder in the company and I just
10 MR. ISSER: Objection to form. 10 got off the phone with him about 20 minutes
11 A. It's a lawsuit. 11 ago during our break.
12 Q. Have you seen Ellin Exhibit 16 12 Q. So my question was: When was it
13 before? 13 settled?
14 A. I have. 14 A. A long time ago. I don't know
15 Q. Okay. And this is a lawsuit 15 exact date. Three years ago.
16 brought in Los Angeles County on May 15, 16 Q. Okay.
17 2013 against a few companies and you 17 And what was the nature of the
18 personally; correct? 18 settlement?
19 A. Right. 19 MR. ISSER: Objection to form.
20 MR. ISSER: Objection. 20 A. It was a friendly settlement to
21 Objection to form and objection to 21 work together. I allowed him to work with
22 states facts not in evidence, but you 22 me on deals again.
23 can answer. 23 Q. Did you have to pay anyone?
24 Q. Is this lawsuit still pending? 24 MR. ISSER: Objection to form.
25 A. Can you read? You know it's not 25 A. We settled on an overall deal to

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2 partner again and for him to have an equity 2 back, Robin, please?
3 stake in one of our deals. We partnered 3 (Whereupon, the requested
4 together on many deals. 4 portion of the record was read back
5 Q. My question was: Did you have 5 by the reporter.)
6 to pay anyone in connection with the 6 A. Produced and to who?
7 settlement? 7 Q. You understand that the
8 MR. ISSER: Objection to form. 8 defendants in this case were required to
9 A. Yes. 9 produce documents as part of their discovery
10 Q. How much? 10 obligations?
11 A. I don't know. I don't remember. 11 MR. ISSER: Objection to form.
12 A small amount. 12 A. Yup. But I have --
13 Q. More than a hundred thousand? 13 Q. Okay.
14 A. I don't remember. 14 A. I have no idea. I'd have to go
15 MR. ISSER: Objection to form. 15 back and review, but I'm pretty sure that
16 A. I don't remember because it was 16 the settlement was under a nondisclosure.
17 an overall -- it was an overall settlement, 17 MR. WURTZEL: I call for the
18 it was an overall settlement that Mr. Galloway 18 production of that settlement agreement,
19 and I not only settled in that, but went 19 and we have a confidentiality agreement
20 back into business together on a transaction. 20 in this case --
21 Q. Have you produced documents 21 MR. ISSER: I will take it under
22 concerning the settlement in this case? 22 advisement.
23 MR. ISSER: Objection. 23 MR. WURTZEL: -- so it could be
24 A. What's the question? 24 marked confidential.
25 MR. WURTZEL: Can you read it 25 MR. ISSER: I'll take it under
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1 Ellin - Confidential 1 Ellin - Confidential
2 advisement. Was this originally 2 $296,000.
3 requested? Withdrawn. I'll take it 3 Is that allegation true?
4 under advisement. 4 MR. ISSER: I'm sorry. Repeat
5 Q. I'd like you to turn to 5 the question.
6 paragraph 37 of the Complaint. 6 Q. Was that allegation true?
7 A. Yup. 7 A. No.
8 MR. ISSER: Sorry. Did you say 8 MR. ISSER: Objection to form.
9 paragraph 37 or -- all right. Give me 9 A. No.
10 a second to get there. Okay. 10 Q. So this was a false allegation?
11 Q. Mr. Ellin, in paragraph 37, it's 11 A. Correct.
12 alleged that Defendants, through Ellin, 12 Q. Another frivolous lawsuit
13 concealed from Plaintiffs that Trinad -- 13 brought against you?
14 that's your company; right? 14 MR. ISSER: Objection to form.
15 A. Yes. 15 Objection, argumentative.
16 Q. -- had made a significant return 16 A. You know, just like eating, you
17 on their investment in Atmosphere, concealed 17 get really fat from eating. If you work for
18 the moneys that Trinad was receiving from 18 35 years, every once in a while you get some
19 such investment, and misrepresented several 19 frivolous scam attorney who files lawsuits
20 times that the investment in Atmosphere was 20 like you.
21 worthless, when Defendants knew that the 21 Q. So was this another frivolous
22 investment in Atmosphere was not worthless. 22 lawsuit?
23 And Defendants never transferred to 23 A. Yes, it was.
24 Plaintiffs the investment interest in 24 MR. ISSER: Objection.
25 Atmosphere after he acquired Plaintiffs' 25 A. Yes, it was a frivolous lawsuit.

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2 Q. If it was so frivolous, why are 2 made millions and millions of dollars just
3 you doing business with the person who 3 like you did, and the money you stole from
4 brought it against you? 4 Schnaier of my shares that is paying for
5 MR. ISSER: Objection to form. 5 this lawsuit, the same thing, but Manatt
6 A. It was complicated, but in life, 6 was -- Manatt worked out very well, and I'll
7 you know, if you can make more money together, 7 probably use them again in the very near
8 you come back. He had some personal 8 future because there are very good lawyers
9 problems, very severe personal problems he 9 there. There happened to be one lawyer that
10 was addressing and he apologized and we 10 made a very bad mistake, a critical mistake
11 agreed to move on in life and decided that 11 on an audit, and we had to have our
12 we'd make money together again. 12 disagreement and lawyers had to settle it.
13 Q. Was the lawsuit that Manatt 13 Q. What about Carlton Fields? Has
14 Phelps brought against you frivolous? 14 that lawsuit sued either you or companies
15 MR. ISSER: Objection to form. 15 that you control?
16 A. They didn't bring a lawsuit 16 A. Yup.
17 against me. 17 Q. And did you settle with Carlton
18 Q. Was the lawsuit that Manatt 18 Fields?
19 Phelps brought against LiveXLive Media 19 A. I did.
20 frivolous? 20 Q. Was that a frivolous lawsuit
21 MR. ISSER: Objection to form. 21 also brought against you?
22 A. There was -- there was a dispute 22 MR. ISSER: Objection to form.
23 between the parties, between the parties as 23 A. Extremely frivolous.
24 to what money was owed and what wasn't and 24 Q. Why did you settle this then?
25 we settled in a very positive way and Manatt 25 A. Sometimes you have no choice.
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2 You have scam artists like yourself who file 2 handful that were all public. But what you
3 frivolous lawsuits. It costs a lot of money 3 have to know is all this stuff is all public
4 to spend ten hours with yo. Right? You 4 anyway. Right? A three-year-old could find
5 have all the time in the world. You've told 5 it. So all of this is disclosed to our
6 me that over and over again you had all the 6 bankers, and yet I'm still taking all my
7 time in the world, all right, so you have to 7 companies public, and investors continue to
8 settle things in life. 8 invest with me because they know that we
9 Q. So all these -- 9 always make them money and we always do the
10 A. Sometimes -- 10 right thing for them, just like your scam
11 Q. All these -- 11 artist client who made a fortune in Majesco,
12 MR. ISSER: Let him finish his 12 you had the, literally had the audacity to
13 answer. Excuse me. Let him finish his 13 write up a whole thing in this lawsuit about
14 answer. He was -- 14 Majesco, right, when the guy was thrown out
15 MR. WURTZEL: He did answer. 15 of the industry for life, for illegally, his
16 MR. ISSER: No, he was still 16 own brokerage firm, faking and registering
17 speaking. He is allowed to continue 17 his shares, but you're such a con man that
18 speaking. Go ahead, Rob. 18 you were willing to put in the lawsuit and
19 A. So, you know, so, you know, the 19 make a whole thing in the lawsuit about
20 fact that you could find a handful of 20 Majesco knowing your client was disbarred
21 lawsuits in 35 years when I've taken ten 21 from the industry for the rest of his life
22 companies public, been bankers or investors 22 for illegally registering his shares. Did
23 in over a hundred companies, you're very 23 you register them for him?
24 talented, right, you're really talented, I 24 MR. WURTZEL: Robin, did you get
25 give you credit you were able to find the 25 on the record that the witness just

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2 called counsel a con man? 2 MR. ISSER: Objection to form.
3 THE REPORTER: Yes. 3 Objection, states facts not in evidence.
4 MR. WURTZEL: Okay. 4 And objection, argumentative. You can
5 A. Did you know that Majesco was -- 5 answer, Rob.
6 did you know that Majesco was where Mr. 6 A. Yeah, I've spent -- I've spent
7 Schnaier was thrown out of the industry for 7 35 years building companies, all right? My
8 the rest of his life? 8 last company, Manatt's lawyers -- still the
9 Q. Mr. Ellin -- 9 company is now 3.6 billion, my company
10 MR. ISSER: Rob -- 10 before that, Iwon.com, got sold for 860
11 Q. -- I ask the questions. I don't 11 million. Unfortunately, there are people
12 answer them. You answer them. 12 jealous in life, right, some people just sit
13 A. I answered. 13 there and they just eat their way until
14 Q. Good. That was a good answer. 14 they're so frigging fat that they can't
15 Mr. Ellin, why is it that all of 15 move, right, and they -- they're jealous of
16 these national, some international law 16 your life, so -- and they're jealous and
17 firms, Manatt Phelps, Carlton Fields, Latham 17 they look for ways to take money from you,
18 & Watkins, how come all of them have 18 and that's just a reality of life. So I've
19 disputes with you, but they're the ones that 19 been fortunate and I consider myself
20 bring the frivolous suits, you're somehow in 20 fortunate that in 35 years in creating
21 the right against all of them? Doesn't that 21 billions of dollars of companies that I've
22 make it a little -- doesn't that sound a 22 had a handful of lawsuits in my entire life.
23 little bit off to you or not? 23 Q. What about the Koko lawsuit?
24 MR. ISSER: Objection to -- 24 Did you settle that one?
25 A. No. 25 A. Yeah.
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2 MR. ISSER: Objection. 2 You know, so sometimes, you know, karma
3 A. Yeah, they paid me a lot of 3 comes back to you, and when it comes back to
4 money. 4 you, it comes back with a fury, and so they
5 Q. That was another frivolous 5 fell in its unlucky hands and their entire
6 lawsuit brought against you? 6 place burned down.
7 A. Well, it was worse -- 7 Q. Are you --
8 MR. ISSER: Objection. 8 A. Here's the best part. I got all
9 A. It was actually worse than 9 my stock back as well, so I got paid, paid
10 frivolous because the defendant since, you 10 out by money, and I got all my stock back
11 know, you have no desire to do any research 11 that they owned in LiveXLive.
12 but it's always good when the truth comes 12 Q. So you must be really smart to
13 out, the defendant claimed that his landlord 13 have managed to have come out with that type
14 was suing us and wanted to increase the rent 14 of outcome?
15 by 2and a half X, but it turned out that him 15 MR. ISSER: Objection to form.
16 and his landlord who was a Russian, a 16 Is that a question? And objection,
17 Russian oligarch who has many problems 17 argumentative.
18 today, turned out they were partners, and 18 Are you asking him if he's
19 not only were they partners, but they ended 19 lucky? I just want to make sure I
20 up building next to it and building next to 20 understand the question.
21 the venue and they were building next to it, 21 MR. WURTZEL: I'll withdraw the
22 but the sad part to them is, is that, you 22 question.
23 know, post, you know, their behavior of 23 MR. ISSER: You can ask it. I
24 lying, that they weren't working together in 24 just want to know if it's a question or
25 cahoots, their entire venue burned down. 25 a statement.

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2 MR. WURTZEL: Well, it was a 2 September 2, 2015. Let's look at the third
3 question, but happy to withdraw it 3 page. I'm looking at the first full
4 since you objected and stated the 4 paragraph on the third page, which is Bates
5 basis. 5 stamped P534. The fourth line down, it
6 Q. Mr. Ellin, are you up-to-date on 6 says: Robert Ellin was previously found
7 the bills that you owe to Mr. Isser's firm? 7 guilty of investment manipulation schemes
8 And when I say you, I'm referring to all the 8 going back into the 1980s.
9 defendants in this action. 9 Is that statement true?
10 MR. ISSER: Objection to form. 10 A. In 1987, yes, I was fined by the
11 You can answer. 11 NASD in my early 20s in the early part of my
12 A. Yes. 12 career, the firm went out of business and
13 Q. Let's take a look at Tab 38 and 13 yes, I was fined.
14 we'll mark Tab 38 Ellin Exhibit 17. 14 Q. The next sentence says: A small
15 (Ellin Exhibit 17, Seeking Alpha 15 book could be written by Mr. Ellin and the
16 Article bearing Bates No. P_000532, 16 tactics he has employed.
17 marked for identification, as of this 17 Do you have any understanding of
18 date.) 18 what that sentence means?
19 Q. So, Mr. Ellin, Ellin Exhibit 17 19 MR. ISSER: Objection to form.
20 is an article from Seeking Alpha. You've 20 Objection, calls for speculation. But
21 heard of Seeking Alpha before; correct? 21 if you could, go ahead, Rob.
22 MR. ISSER: Objection to form. 22 MR. WURTZEL: Stop. Objection
23 A. I have. 23 to form -- hold on. Stop. Objection
24 Q. Okay. 24 to form is sufficient. I would
25 This is an article dated 25 appreciate the lack of theatrics
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2 including the laughing and the feigned 2 know you're not getting it, but I ask the
3 actions. 3 questions, you answer.
4 Q. So, Mr. Ellin, please answer the 4 A. And I answered it.
5 question. 5 Q. You are doing a great job.
6 MR. ISSER: Objection to the use 6 Kudos to you, man. All right?
7 of the term feigned. You can answer. 7 MR. ISSER: Objection.
8 A. Yeah, so I have no idea what it 8 Argumentative. Rob --
9 meant, but I would tell you that company 9 MR. WURTZEL: I'm complimenting
10 today, that was written by a short seller, 10 the witness for his excellent,
11 the stock is now trading at a $3.6 billion 11 excellent answers.
12 dollar valuation. At the time they wrote 12 Q. You're doing a great job.
13 that article, you were probably about 50 13 MR. ISSER: A, I think the
14 pounds lighter, all right, the stock was 14 written transcript would show the
15 about at probably a $50 million valuation. 15 sarcasm in your voice, but I remind
16 So it's over 20 times the value today, I 16 counsel you are on the videotape, so
17 think the investors are pretty happy, 17 the sarcasm in your voice is --
18 everyone made a fortune and those short guys 18 MR. WURTZEL: I am not being
19 got beat very badly. Those are probably 19 sarcastic.
20 some of the same guys Dave Brooks and 20 MR. ISSER: -- being recorded.
21 yourself are working with at Billboard. You 21 MR. WURTZEL: I am not being
22 know Dave Brooks; right? Because he says he 22 sarcastic at all.
23 knows you. 23 A. Keep going, buddy.
24 Q. Mr. Ellin, I ask the questions. 24 MR. WURTZEL: I think the
25 We've gone through this a bunch of times. I 25 witness is doing a great job.

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2 A. Keep going, buddy. 2 Q. Mr. Ellin, I'll say it again
3 Q. Mr. Ellin, the very last 3 because I've said it about a dozen times
4 sentence, it says -- at the bottom of this 4 before. You don't get to ask questions.
5 page, it says: Ellin was found guilty of 5 I'm sorry. That's just the process.
6 market manipulation and, quote, defrauding 6 A. No, I'm allowed to ask --
7 investors by the National Association of 7 Q. You just need to answer the
8 Securities Dealers. 8 questions, so --
9 Is that accurate? 9 A. -- you just don't have to
10 MR. ISSER: Objection. 10 answer. I'm allowed to ask. You just don't
11 A. I have no -- I have no idea. 11 have to answer.
12 Whatever the language says in the NASD fine 12 Q. You just need to answer the
13 from 30 years ago, all right, I'm glad -- 13 questions, so --
14 I'm glad you could find something from 30 14 MR. ISSER: Rob, there is no
15 years ago, but as I told you again, this 15 question pending.
16 company now trades in a $3.8 billion 16 MR. WURTZEL: Thank you, Steve,
17 valuation. There are a lot of really happy 17 for that instruction to the witness.
18 investors, there are a lot of really happy 18 MR. ISSER: But the witness
19 lawyers, including Manatt, they made a 19 isn't wrong.
20 fortune in it, all right, and your short 20 Q. Have you ever defrauded
21 friends, your short sellers, right, you're 21 investors before?
22 working with with David Brooks are extremely 22 MR. ISSER: Objection.
23 unhappy, which is who wrote this article in 23 A. No.
24 the first place. Do you even know the name 24 Q. Let's look at in March of 2017,
25 of the person that wrote this article? 25 what did you believe that the value of
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2 Wantickets was? 2 all their money, very different with what I
3 MR. ISSER: Objection. 3 do with my investors is make them a lot of
4 A. What's that? 4 money, he stripped them of their money, and
5 MR. WURTZEL: Robin, can you 5 all I bought was the remaining assets, so we
6 please read the question back? 6 viewed it as very, very little value, as you
7 (Whereupon, the requested 7 can see by the filings in the S-1s how
8 portion of the record was read back 8 little value it was valued at.
9 by the reporter.) 9 Q. So let's talk about the assets
10 MR. ISSER: Objection to form. 10 because you said that LiveXLive Media bought
11 A. Again, we didn't buy Wantickets, 11 only the assets, so in March of 2017, what
12 we only bought assets because the company 12 did you believe the assets of Wantickets
13 was collapsing and the CEO was destroying 13 were worth?
14 the business and stealing from his customers 14 MR. ISSER: Objection.
15 and the business was failing, so I only 15 A. I don't -- I'm not a valuation
16 bought the assets, but I can tell you what I 16 firm, but we valued them at a nominal number.
17 typically value companies, I value them 17 Q. Let's look at Tab 12, which
18 their current assets versus their current 18 we'll mark as --
19 liabilities, all right, so his current 19 A. Let's put it this way.
20 assets versus current liabilities were 20 MR. ISSER: Rob, there's no
21 nominal, all right, he had $600,000 left in 21 question pending.
22 current assets. So he had taken and 22 MR. WURTZEL: I would like to
23 stripped this company and stripped his 23 hear what he has to say.
24 investors, each one of them one by one, 24 A. I value it a lot less than the
25 piece by piece, had stripped them, lost them 25 sale of all the stock that he gave to you to

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2 pay your bill. Let's put it this way. 2 Q. Was this a list of deals that
3 MR. ISSER: That's your answer. 3 were either done or in the pipeline?
4 MR. WURTZEL: We're going to 4 MR. ISSER: Objection.
5 mark Tab 12 as Ellin Exhibit 18. 5 A. These look like a list of
6 (Ellin Exhibit 18, 3/16/17 6 potential deals that the company was looking
7 e-mail from Hunt Weber with e-mail 7 at at the time.
8 chain plus attachment, marked for 8 Q. Okay.
9 identification, as of this date.) 9 So the second column from the
10 Q. Mr. Ellin, do you have it open? 10 left says category, most of them say
11 A. Which one is it? 11 contents, commerce or agency, then there's a
12 Q. Tab 12. We're marking that as 12 discussion of business overview and then two
13 Ellin Exhibit 18. 13 columns over, do you see it says transaction
14 A. Tab 12? Okay. Is this Hunter 14 value?
15 [sic] Weber, Blake Indursky? Is that it? 15 A. Yeah.
16 Q. So it's a six-page document and 16 MR. ISSER: Objection to form.
17 it's an e-mail and I'm going to focus only 17 Q. So let's look at the first row.
18 on the attachment, which is the last page of 18 It says LiveStyle and the business overview
19 the document. 19 for LiveStyle is SFX assets; right? That's
20 A. Okay. 20 consistent with what you said before; right?
21 Q. The last page is a chart listing 21 That SFX and LiveStyle were predecessor and
22 various businesses on the left-most column, 22 successor?
23 do you see it starts with LiveStyle, Qello, 23 A. Correct.
24 Slacker and it goes on? 24 Q. And then it says transaction
25 A. Yup. 25 value $150. Is that $150 million?
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2 A. I don't know. Whose document is 2 of 2017. Do you see that?
3 this? Where is this document from? 3 A. March of '17? Okay. Go ahead.
4 Q. This is a Bank of Montreal 4 Q. All right.
5 document which they testified was created by 5 So as of March of '17, we're
6 the company, so I'm asking you. 6 looking at the first row, it says
7 MR. ISSER: Objection to form. 7 transaction value and it says $150. Is it
8 A. That the company created the 8 your understanding that refers to $150
9 valuations? 9 million?
10 Q. Bank of Montreal testified that 10 A. I think so. I'm not positive,
11 LiveXLive Media created this document, so 11 but go ahead.
12 I'm asking you what it means. If you don't 12 Q. So let's go down one and we'll
13 know, you don't know. 13 look at one we looked at before. Do you see
14 A. Ask me the question again. I 14 the next row down is Qello?
15 can try to answer your question because I 15 A. Yeah.
16 don't know -- 16 Q. And then it says transaction
17 Q. Was 150 -- 17 value $21. You recall that we looked at the
18 A. When is this document from? 18 term sheet before in which LiveXLive Media
19 Q. This is a document that was 19 made a proposal or someone made a proposal
20 produced by Bank of Montreal which they 20 to buy Qello for $21 million --
21 testified was prepared by LiveXLive Media. 21 A. Yeah.
22 A. When? What is the date that the 22 Q. -- so would you agree with me
23 document was prepared? 23 that this reference to $21 is $21 million?
24 Q. Well, let's look at the parent 24 MR. ISSER: Objection to form.
25 e-mail, this is an e-mail chain from March 25 A. It's possible that a lot of this

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2 doesn't make sense, but go on, I'm trying to 2 in revenues and your client did 6 million in
3 follow you. 3 revenues that year, so if that was your
4 Q. So I'd like you to go down to 4 thesis in following this frivolous lawsuit,
5 the third row from the bottom. Do you see 5 it kind of makes sense that you just didn't
6 it says Wantickets? 6 read.
7 A. Yup. 7 Q. So why would LiveXLive Media
8 Q. And then under transaction 8 have listed a $12 million value for
9 value, it says $12. 9 Wantickets in a chart dated March of 2017?
10 Is that a reference to $12 10 MR. ISSER: Object to the form.
11 million? 11 Again, it mischaracterizes prior
12 MR. ISSER: Objection to form. 12 testimony. You can answer.
13 A. I'm guessing based on this, but 13 A. It's possible that Mr. Schnaier
14 there's one small problem, I got me a little 14 had his usual fake numbers and was giving
15 thesis here which says they were doing 40 to 15 some crazy projections because he said he
16 50 million in revenues. Right? You see 16 was landing the Hard Rock and others and
17 that; right? You see that; right? Yes, no? 17 that was where he was projecting and that
18 Q. Are you asking me a question? 18 was where he was going to project he was
19 I'm not here to answer your questions. 19 doing 40 to 50 million, but you can clearly
20 A. I'm just trying to understand, 20 see when the idea was filed, just to give
21 trying to get you an answer. You say 21 you the LiveX and Wantickets numbers, all
22 they're valued at 12 -- somebody is valued 22 right, Wantickets was doing -- they did that
23 at 12 million, which you don't even know, 23 year, it was actually staggering, it actually
24 but I say they're valued at 12, but I'm 24 dropped -- and I'm sorry, they did in 2017,
25 looking across and it says 40 to 50 million 25 they did $2.7 million, so they weren't even
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2 at 7 which is where they were when Joe 2 A. Well, you know, it's a good
3 bought the company, he took it from 7 down 3 question. I'd have to really think about
4 to 2.7. So your thesis of $12 million or 26 4 it. I think they were auditing when we were
5 million that you dreamed up on this 5 originally buying the equity before the
6 frivolous lawsuit, it kind of makes sense if 6 revenues fell off a cliff and the business
7 you read this piece of paper, I don't even 7 fell apart and the lawsuits started, all
8 know who created it or what it was used for, 8 right, and we only bought the assets, so I
9 but it's kind of interesting how you came 9 didn't even buy -- I didn't even buy his --
10 with your valuations, but 2.7 million versus 10 I didn't even buy his revenues, but his
11 40 seems there may be a big change from 12 11 revenues again is I don't know what you're
12 million, don't you think? 12 trying to get to with this piece of paper,
13 Q. Mr. Ellin, isn't it true that as 13 but it looks to me like this piece of paper
14 of March of 2017, your company, LiveXLive 14 is off by $37 million in revenues.
15 Media's auditors had already audited two 15 Q. Isn't it true that Wantickets
16 years worth of Wantickets' financials? 16 revenue is based on the amount of ticket
17 MR. ISSER: Objection to form. 17 sales it did, not based on handling fees?
18 A. No idea. What date? 18 MR. ISSER: Objection to form.
19 Q. You knew all this information. 19 A. I don't -- again, I don't know
20 A. No. No. But what date? 20 what this number is. I know what the
21 MR. ISSER: Is that a question? 21 audited numbers and what a GAAP number would
22 Q. Isn't it true that Weinberg & 22 be from BMO, right, and that's the only
23 Company had been conducting audits on the 23 thing that makes any difference in the world
24 Wantickets going back to 2015? 24 what a GAAP number is. You know what a GAAP
25 MR. ISSER: Objection to form. 25 number is; right?

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2 Q. Are you an accountant? 2 MR. ISSER: Objection to form.
3 A. I'm not an accountant, but I do 3 A. No clue. Again, I don't know
4 have a pretty good financial acumen, you 4 where this document -- I don't know where
5 know, for 35 years, but -- so you do know 5 this document is coming from or what it's
6 what GAAP accounting is? 6 about because many of the things aren't
7 Q. So you -- 7 accurate including the acquisition of
8 A. They taught it in law school. 8 Slacker, which we paid $36 million for, so I
9 Q. So you would have understood, 9 don't know what it is, but I do know this, I
10 you would have understood the difference 10 know that a 2.7 million ticketing business
11 between booking overall sales numbers as 11 with 10% margins, right, doesn't sell for
12 revenue versus booking only handling fees as 12 much money. All right? It sells for
13 revenue; correct? 13 pennies. Which is why Mr. Schnaier couldn't
14 MR. ISSER: Objection to form. 14 sell it to Eventbrite, he had to steal the
15 A. Again, I -- I don't know what 15 money from his two investors that are suing
16 your question is, but in the GAAP 16 him now, right, and have liens and judgments
17 accounting, right, and in the S-1 filed, 17 against him, so I'm not sure -- I'm not sure
18 okay, is filed with 2.3 -- 2.778 million in 18 where, you know, how you took on this case,
19 revenues, right, so your revenues are down 19 you know, and can go to court and sleep at
20 from 40 to 50 million to 2.7 million. 20 night knowing how frivolous it is, but, you
21 Q. Looking at this document, can 21 know, it may be your style and it may be the
22 you tell whether the reference to 40 to 22 way you do business, but like I said, karma,
23 $50,000,000 worth of revenue is based on 23 shit does come back, it really does come
24 handling fees or overall ticket sales? 24 back, but if you didn't know that the
25 A. No clue. 25 revenues were 2.7 million, it just tells me
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1 Ellin - Confidential 1 Ellin - Confidential
2 you never read any of these documents. 2 Joe Schnaier was terminated as CEO of
3 MR. WURTZEL: Did we lose the 3 LiveXLive Tickets?
4 court reporter because I'm not seeing a 4 A. Yes.
5 live -- oh, I am. I am. I do see. 5 Q. Okay.
6 I'm sorry. I just wanted to make sure 6 And on what basis was he
7 that we got the witness's attacks on 7 terminated?
8 counsel and using profanity in the 8 MR. ISSER: Objection to form.
9 record, which it looks like we did. 9 A. If you're --
10 That's good. 10 MR. ISSER: I'm sorry, one
11 All right, Steve, let's take a 11 minute, Rob. Is anyone else hearing
12 break here, this is a logical place to 12 like a squawk in the background? Do we
13 break and I suggest we come back in ten 13 know what that is?
14 minutes, 5:06. 14 THE WITNESS: I don't hear it.
15 MR. ISSER: All right. 15 MR. ISSER: All right. I'm
16 THE VIDEOGRAPHER: Okay. We are 16 sorry to interrupt. Go on.
17 going off the record 4:56 p.m. Off 17 A. He was fired with cause for
18 record. 18 lying to customers, misleading customers,
19 (Whereupon, a brief recess was 19 guaranteeing payments and overall causing
20 taken.) 20 great damage to the company.
21 THE VIDEOGRAPHER: We are back 21 Q. Any other reasons?
22 on the record 5:10 p.m. Counsel, 22 MR. ISSER: Objection.
23 proceed. 23 A. I don't remember. There were
24 CONTINUED BY MR. WURTZEL: 24 others, but I don't remember all of them.
25 Q. Mr. Ellin, was there a time when 25 Q. Sitting here today, other than

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2 what you've testified to, you can't remember 2 know if it's Rob. That's the problem.
3 any others? 3 MR. WURTZEL: Mr. Ellin, can you
4 MR. ISSER: Objection to form. 4 just mute for a second?
5 A. I just don't remember off the 5 THE WITNESS: Yes. Absolutely.
6 top of my head right now. It's been a long 6 MR. WURTZEL: Testing, testing.
7 day. 7 Still here.
8 Q. I'm hearing the feedback. It's 8 MR. ISSER: Let me speak also.
9 somebody. Maybe -- testing, testing. 9 All right. I guess, Rob, come out of
10 A. I'll go off. 10 mute.
11 MR. WURTZEL: Testing. It's the 11 THE WITNESS: Yup.
12 witness getting some feedback for some 12 MR. ISSER: Testing, testing.
13 reason. 13 Do you have a -- Rob, do you
14 THE WITNESS: Really? Is it 14 have a cell phone on in the background
15 mine? 15 that I'm coming through?
16 MR. WURTZEL: It wasn't 16 THE WITNESS: No.
17 happening before. 17 MR. ISSER: Why don't you try to
18 MR. ISSER: I don't know if -- 18 dial back in, I think it is Rob because
19 it's weird. It's when someone else 19 it's -- when you came on, it started
20 speaks, but not all the time, I don't 20 again.
21 know if it's you, Rob, I'm -- 21 THE WITNESS: Really?
22 THE WITNESS: I'm happy to dial 22 MR. ISSER: Yes.
23 back in if you want. 23 MR. WURTZEL: Okay. Let's go
24 MR. ISSER: Let me know if that 24 off the record and see if it will
25 helps. Should we try that? I don't 25 happen again.
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1 Ellin - Confidential 1 Ellin - Confidential
2 THE WITNESS: Let's see if I put 2 Mr. Blake Indursky to Joe Schnaier dated
3 my headphones in. Is that better? 3 July 10, 2017.
4 MR. WURTZEL: Yes. 4 Did you instruct Mr. Indursky to
5 MR. ISSER: Yes. 5 send this letter?
6 THE WITNESS: Okay. I don't 6 MR. ISSER: Objection to form.
7 know why. I mean, you were on speaker, 7 A. I don't remember.
8 but it shouldn't really have had an 8 Q. Did you authorize Mr. Indursky
9 effect. 9 to send this letter?
10 MR. ISSER: Weird. 10 MR. ISSER: Objection to form.
11 THE WITNESS: Okay. 11 A. Yes.
12 THE VIDEOGRAPHER: We're still 12 Q. So in this letter, Mr. Indursky
13 on the record, everyone. 13 states, I'm looking about halfway down the
14 MR. WURTZEL: Yes. We're on. 14 first paragraph toward the end of the line,
15 We're on. 15 it says: You have been terminated for cause
16 Q. All right. Let's look at Tab 16 as defined in the agreement, referring to
17 22, which we'll mark as Ellin Exhibit 19. 17 Mr. Schnaier's employment agreement, for all
18 (Ellin Exhibit 19, 7/10/17 18 of your positions with LiveXLive for breach
19 letter from Indursky to Schnaier 19 of the agreement including, without
20 bearing Bates No. P_000140, marked for 20 limitation, for the reasons set forth in our
21 identification, as of this date.) 21 letter to you on May 30, 2017 and our
22 A. 22, you said? 22 counsel's letter sent to you on our behalf
23 Q. Yes. 23 on June 8, 2017.
24 A. 22. Okay. 24 Do you see that?
25 Q. And so this is a letter from 25 A. I do.

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2 Q. Okay. 2 A. I don't know.
3 Do you know what reasons 3 MR. ISSER: Objection to form.
4 Mr. Indursky was referring to in these two 4 A. I don't remember, but I'm sure I
5 letters? 5 approved it.
6 MR. ISSER: Objection to form. 6 Q. Okay.
7 A. I don't remember. This is 7 So I'd like you to take as much
8 three -- over three years ago. I don't 8 time as you need to look at this letter.
9 remember all the reasons. 9 What in this letter constitutes the reasons
10 Q. So let's look at Tab 19. 10 that were referred to in Ellin Exhibit 19,
11 A. Tab 19? 11 if any?
12 Q. And we'll mark Tab 19 as Ellin 12 A. All of them. These were all the
13 Exhibit 20. 13 reasons he was fired.
14 (Ellin Exhibit 20, 5/31/17 14 Q. Okay. So let's -- tell me
15 letter from Indursky to Schnaier 15 specifically what you're referring to.
16 bearing Bates Nos. P_0000649-650, 16 A. Again, I don't remember this,
17 marked for identification, as of this 17 but I can certainly read through it again.
18 date.) 18 (Witness reviewing document.)
19 Q. So this is a letter from Mr. 19 A. I mean, it seems pretty clear --
20 Indursky to Mr. Schnaier dated May 31, 2017, 20 it seems pretty clear Wantickets owed money
21 I think the date is off by one in Mr. 21 to vendors and clients, and as I stated
22 Indursky's July 10 letter, but putting that 22 earlier, he was taking pre-ticket sales and
23 aside, did you direct Mr. Indursky to send 23 not paying back to the customers.
24 this letter that is Ellin Exhibit 20 dated 24 Q. And was it your understanding as
25 May 31, 2017? 25 of May 31 or as of the summer of 2017 that
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2 that conduct that you just testified about 2 and paying for I think you stated a hundred
3 was a breach of Mr. Schnaier's employment 3 thousand a month, which sounds right. All
4 agreement? 4 right? I'm not going to confirm that
5 MR. ISSER: Objection to form. 5 because I don't remember exactly because it
6 A. I -- 6 sounds right, and he had an obligation to --
7 MR. ISSER: Objection to the 7 to handle the customers properly without
8 extent it calls for a legal conclusion. 8 lying to them, deceiving them or cheating
9 A. Again, I don't remember, but 9 them.
10 three years ago, at the time that it was, 10 Q. So let's look at Tab 21, which
11 yes, we believed that these were all the 11 we'll mark as Ellin Exhibit 21.
12 issues of why he was being fired and it was 12 (Ellin Exhibit 21, 6/8/17 letter
13 the right thing to do for the company and 13 from Ablovatskiy to Schnaier bearing
14 for the employees. 14 Bates Nos. P_000651-653, marked for
15 Q. And was it your understanding as 15 identification, as of this date.)
16 of the summer of 2017 that Mr. Schnaier was 16 A. 21? Okay.
17 personally liable -- personally required to 17 Q. So this is a letter from Foley
18 pay the liabilities that Wantickets owed to 18 Shechter and specifically Mr. Ablovatskiy,
19 customers? 19 and I'll spell that, it's A-B-L-O-V-A-T-S --
20 MR. ISSER: Objection to form. 20 A. I know it. I know Sasha.
21 Objection to the extent it calls for a 21 MR. ISSER: For the court
22 legal conclusion. You can answer. 22 reporter.
23 A. Again, I don't remember exactly, 23 Q. I'm doing it for the court
24 but the agreement was we only bought assets. 24 reporter.
25 He was responsible for paying liabilities 25 A. I'm sorry.

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2 Q. It's A-B-L-O-V-A-T-S-K-I-Y. And 2 Who handled payroll for
3 this is a letter dated June 8, 2017 to Mr. 3 LiveXLive Tickets?
4 Schnaier and this is the second letter 4 MR. ISSER: Objection to form.
5 referenced in Mr. Indursky's July 10 letter 5 A. I believe it was Richard
6 that is Ellin Exhibit 19. So I'd like you, 6 Blakeley.
7 Mr. Ellin, did you review this letter from 7 Q. And how would Mr. Blakeley know
8 Mr. Ablovatskiy before it was sent on June 8, 8 whether to pay let's say Mr. Schnaier for
9 2017? 9 his salary?
10 A. I don't remember, but it makes 10 MR. ISSER: Objection to form.
11 sense. 11 Objection to --
12 Q. Did you authorize it? 12 A. Don't know. Don't know. I
13 A. I don't remember, but most likely. 13 wasn't -- I wasn't operating day-to-day in
14 Q. So can you look at this exhibit, 14 this business, so probably Blake would be my
15 Ellin Exhibit 21, and tell me what in here 15 bet in conjunction with Mr. Blakeley, but
16 was one of -- what in here constituted the 16 Mr. Blakeley was really operating the
17 reason or reasons for Mr. Schnaier's 17 business.
18 termination as stated in Mr. Indursky's 18 Q. So Mr. Blakeley would handle the
19 letter that is Ellin Exhibit 19? 19 payroll, and if there were questions, Mr.
20 A. And, again, I'm not a labor 20 Indursky would -- about whether certain
21 lawyer or an attorney, but all the above, 21 payroll payments were to be paid, Mr. Indursky
22 all the reasons that are stated here by 22 would handle those?
23 Foley Shechter as to why he was fired with 23 MR. ISSER: Objection to the
24 cause. 24 extent it mischaracterizes his
25 Q. Okay. 25 testimony. Objection to the form.
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2 A. Yeah, in fairness, I'm guessing 2 but we're named in that lawsuit, so with
3 at these, so I really don't know the exact 3 that, you know, we have to consider all
4 answer. We have a staff of people. I don't 4 options, but it's valued at zero on the
5 do the day-to-day operations, especially in 5 books and has been -- has been written down
6 a little tiny entity like this, so I really 6 from a financial standpoint and effectively
7 couldn't fully answer for you, but, you 7 that division was closed a long time ago,
8 know, Mr. Blakeley was the -- was the 8 but there has not been a bankruptcy filing.
9 controller/CFO of Wantickets pre-deal and 9 Q. When you say we haven't
10 post deal and stayed on with us for an 10 bankrupted it, are you referring to filing
11 extended period of time afterwards. 11 for bankruptcy or are you referring to
12 Q. Is LiveXLive Tickets still in 12 something else?
13 existence? 13 MR. ISSER: Objection to form.
14 A. We have closed the division, but 14 A. Yeah, one of the considerations
15 we have not bankrupt it, so public filings, 15 that is very heavily being considered today
16 and this goes back a long time ago, is we 16 because there is still a Wynn outstanding
17 filed closing the entity very quickly, all 17 lawsuit, right, that we got named in is to
18 right, but we have not bankrupt it at this 18 bankrupt that division, and, you know --
19 point, which is still an option to do and a 19 Q. What do you mean bankrupt?
20 consideration that may happen in that there 20 A. I don't know what you're asking.
21 still are some outstanding lawsuits, 21 Q. When you --
22 including the ones you know like Wynn, that 22 A. File for bankruptcy.
23 are out there that have named us even though 23 Q. Okay.
24 we never did a dollar of business with them. 24 A. I'm not a lawyer. File for
25 We never did a single transaction with Wynn, 25 bankruptcy.

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2 Q. Okay. 2 Foley Shechter filed as well as Blake sent,
3 Is LiveXLive Tickets still 3 right, and the reason Mr. Schnaier was fired
4 operating? 4 and the detrimental, really the end of this
5 MR. ISSER: Objection. 5 business and the death of the business that
6 A. No. 6 he caused.
7 Q. When did it cease operations? 7 Q. So my question was: Other than
8 MR. ISSER: Objection to form. 8 what you've testified to about Mr. Schnaier
9 A. I don't know the exact date, 9 robbing his customers, not paying his bills
10 you'd have to look at the Qs and Ks, but a 10 and lying to customers and we lost our
11 long time ago. 11 customers, are there any other reasons why
12 Q. Okay. 12 LiveXLive Tickets was shut down?
13 And why did it cease operations? 13 MR. ISSER: Objection to form.
14 A. Because Mr. Schnaier robbed his 14 Objection to the extent it
15 customers, didn't pay his bills and lied to 15 mischaracterizes his testimony.
16 his customers and we lost our customers. 16 A. There was no value to the
17 Q. Any other reasons? 17 company so, you know, it was costing money,
18 MR. ISSER: Objection to form. 18 there was a burn rate, Mr. Schnaier did not
19 A. I don't know, I don't know the 19 pay the bills and Mr. Blakeley gave it a
20 question, but, again, it, you know, it's not 20 shot for a very short period of time, but
21 my day-to-day job to handle that. Blake -- 21 once he lost his biggest customers, there
22 Blake and our attorneys and our operating 22 was no way to keep the business alive.
23 team handled that, so I don't know the exact 23 Q. Any other reasons?
24 answer to it, but many, many of the issues 24 MR. ISSER: Objection to form.
25 that you're reading in these documents that 25 A. I mean, you know, I would have
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1 Ellin - Confidential 1 Ellin - Confidential
2 to go back and look at all of the notes of 2 Q. So let's open up Tab 28 which
3 the rationale. Again, it was very damaging 3 we'll mark as Ellin Exhibit 22.
4 to the company, it was very embarrassing to 4 A. What's the number?
5 the company, all right, and we had to 5 Q. It's Tab 28 and we're marking it
6 typically get ourselves out of that mess as 6 as Ellin Exhibit 22.
7 far as we could and get focused on the 7 (Ellin Exhibit 22, 12/31/17 Form
8 business that was going to survive. 8 10-Q, marked for identification, as of
9 Q. Did the shutdown of LiveXLive 9 this date.)
10 Tickets have anything to do with decreased 10 A. 28?
11 consumer demand? 11 MR. ISSER: Yup.
12 MR. ISSER: Objection to form. 12 A. Okay.
13 A. You mean economy or are you 13 Q. What is this document?
14 talking about because you lost customers? 14 A. It looks like a 10-Q.
15 Q. Do you understand what consumer 15 Q. For LiveXLive Media; correct?
16 demand is? 16 A. Quarterly statement.
17 A. I sure do. 17 Q. And do you see at the top it
18 Q. Okay. 18 says for the quarterly period ended December
19 So was a decrease in consumer 19 31, 2017?
20 demand for night life and concert events a 20 A. Correct.
21 factor -- 21 Q. And looking at the very last
22 A. No. 22 page of this document, do you see that it's
23 Q. -- in the decision to shut down 23 dated February 14, 2018?
24 LiveXLive Tickets? 24 A. I'm still scrolling down to the
25 A. Absolutely not. 25 very, very last page. What page is it so I

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2 don't pass it? 2 Q. Let's go to it's page 20 of the
3 Q. It's the very last page. 3 PDF?
4 A. Yeah, I just don't want to pass 4 A. Page 20?
5 it. 5 Q. It's PDF page 20. It's F-9, if
6 Sorry, guys, it's taking a long 6 you're looking at the page numbers at the
7 time to scroll down. Let me see -- 7 bottom.
8 Q. It's PDF page 64 of 64 if that's 8 A. What page again?
9 helpful. 9 Q. It's PDF page 20 and it's F-9,
10 A. 64. I must be missing it. This 10 F-9.
11 isn't the last page of the document. The 11 A. Okay. Fixed assets during the
12 last page is at 14. 12 quarter ended where it's yellow? Is that
13 Q. Yes. That's the page. Do you 13 what you're looking at?
14 see it says signatures at the top? 14 Q. Yes.
15 A. Signatures. Yes, I do. 15 Do you see yellow highlighting?
16 Q. Okay. 16 A. During the quarter ended. I do.
17 Do you see this is dated 17 Q. Okay. So let's look at that
18 February 14, 2018? 18 paragraph.
19 A. Correct. 19 It says: During the quarter
20 Q. And then that's your electronic 20 ended -- this is the highlighted paragraph,
21 signature to the right? 21 the third paragraph on the page -- during
22 A. Yup. 22 the quarter ended December 31, 2017,
23 Q. So is everything in this Form 23 management of the Company made the decision
24 10-Q accurate? 24 to shut down the operations of LiveXLive
25 A. I believe so. 25 Tickets effective December 31, 2017.
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2 Is that accurate? 2 music has expanded dramatically 2017, '18,
3 A. I guess so; yes. 3 '19 and really -- and right up to COVID as
4 Q. Okay. 4 LiveNation's stock in revenues have
5 An and then it says: Management 5 exploded, Ticketmaster's revenues have
6 concluded that the operations of LiveXLive 6 exploded, Eventbrite, which you guys ended
7 Tickets were not going to improve due to 7 up in a lawsuit with, exploded. So up until
8 decreased consumer demand for night life and 8 COVID, it was a massive growth story. So
9 concert events. 9 this is -- the meaning of this, right, is
10 So you just told me before that 10 very simply that the consumer demand for
11 decreased demand -- decreased consumer 11 Wantickets because most of their tickets was
12 demand for night life and concert events was 12 white label business through venues, clubs
13 not a factor in the decision to shut down 13 and casinos.
14 LiveXLive Tickets. 14 Q. So why didn't you write that?
15 Is this statement -- 15 Why didn't you put that in this Form 10-Q?
16 A. Yeah, I think I -- 16 MR. ISSER: Objection to form.
17 Q. Hold on. 17 You can answer.
18 Is the statement on Ellin 18 A. Yeah, so, you know, so you can
19 Exhibit 22 incorrect? 19 interpret it however you want; right?
20 MR. ISSER: Objection to form. 20 That's how I read it. You can interpret it
21 A. I think you're just reading it 21 how you want to read it, but this is -- this
22 wrong. The consumer demand for Wantickets' 22 is with accountants and lawyers and auditors
23 customers buying because they lost their 23 reviewing it, but consumer demand for the
24 customers. So this is not an industry-wide 24 Wantickets, the LXL tickets, Wantickets'
25 issue, in fact, as I'm sure you know, live 25 business had depleted because of Mr. Schnaier's

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2 behavior at robbing his customers, taking 2 Q. But, Mr. Ellin, you're the CEO
3 pre-ticket sales and using the money 3 and you signed this filing, it wasn't your
4 inappropriately without paying his customers. 4 lawyers, it wasn't your accountants, it was
5 Q. So where does it say that in 5 you. So if something in here was inaccurate
6 this paragraph, that that was the reason 6 or misleading or not fully -- not complete,
7 that LiveXLive Tickets was shut down rather 7 why didn't you insist that it be corrected?
8 than -- well, where does it say that in here? 8 A. I don't know.
9 MR. ISSER: Objection to form. 9 MR. ISSER: One minute, Rob.
10 Objection, the document speaks for 10 Objection to form. Objection to the
11 itself. 11 conclusions not supported by the record
12 A. I don't know. That's up to the 12 and objection to the form that it
13 lawyers how they wanted to -- the verbiage 13 mischaracterizes his testimony. Go
14 that they wanted in here. You'd have to 14 ahead, answer.
15 ask. You'd have to ask them. You'd have to 15 A. Yeah, and I believe it is
16 ask Garcia Bowe how they wanted to word that 16 accurate. I believe the consumer demand for
17 language, but, again, you're just taking 17 Wantickets depreciated and was depleted.
18 that language and spinning it around to an 18 That's what I believe.
19 inaccurate statement that anyone who lives 19 Q. Okay.
20 on earth knows that the music industry 20 So looking at the highlighted
21 exploded, it didn't go down, it went up, 21 sentence there, there are two highlighted
22 which is a big part of the shame of the 22 sentences here on Ellin Exhibit 22, sitting
23 behavior of Mr. Schnaier and the damage he 23 here today, do you -- is it your testimony
24 did to the company as well as all of his 24 that those two sentences are 100% completely
25 employees. 25 accurate?
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2 MR. ISSER: I'm sorry. There 2 that he or Wantickets could pay some of
3 are three highlighted sentences. So 3 these venues that were owed money?
4 which two out of the three highlighted 4 A. Yes, Mr. --
5 sentences are you asking him about? 5 MR. ISSER: Objection to form.
6 MR. WURTZEL: I see two 6 A. Yes. Mr. Schnaier was trying to
7 sentences. It's the sentence beginning 7 illegally sell his shares. He was explained
8 during the quarter and then the 8 over and over again it wouldn't even be my
9 following sentence that ends that had 9 option if he could sell. Because we were a
10 produced significant revenues in 2016. 10 shell company, until we got listed on NASDAQ
11 MR. ISSER: I miss-saw a comma. 11 the following February/March, you couldn't
12 I apologize. I miss-saw a comma as a 12 even legally sell, whether it was Joe
13 period. Go on. 13 Schnaier or it was God, you couldn't sell.
14 Q. Mr. Ellin -- 14 All right? Nobody could get their shares
15 A. It's actually crystal clear. It 15 registered and Mr. Schnaier tried, sent some
16 couldn't be any clearer. It actually says, 16 fake letters from lawyers, hopefully it
17 it actually says, and I apologize, in light 17 wasn't you, right, trying to do the same
18 here, okay, no longer providing ticketed 18 thing he did in Majesco to illegally
19 services to four venues in 2017 that had 19 register shares that couldn't be registered.
20 produced significant revenues in 2016. So 20 So it wasn't just him that couldn't
21 it clearly states that we lost our customers. 21 register. Nobody could get their shares
22 Q. Mr. Ellin, was there a time in 22 registered.
23 let's say the second half of 2017 when 23 Q. Before the APA was executed, did
24 Mr. Schnaier asked you for the ability to 24 you tell Mr. Schnaier that you would free up
25 sell some of his LiveXLive Media shares so 25 some of his shares so that he could use the

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2 proceeds of those shares to pay off his 2 to loan money to Mr. Schnaier?
3 liabilities? 3 A. I don't --
4 A. No. 4 MR. ISSER: Objection.
5 Q. In the second half of 2017, was 5 A. I don't remember.
6 there a time when Bo Dietl had considered 6 Q. Did you ever tell Mr. Dietl that
7 loaning money to either Mr. Schnaier or 7 if he was going to put up money to pay off
8 Wantickets to pay off these liabilities? 8 these liabilities, he should pay it to you
9 MR. ISSER: Objection to form. 9 or LiveXLive Media directly?
10 A. I don't remember. I remember Bo 10 MR. ISSER: Objection to the
11 getting involved in this and I think he paid 11 form.
12 you your first check, right, you know, Mr. 12 A. It's possible. This could be
13 Dietl was the first check in this, and so -- 13 tied to the same thing, where he was going
14 but I don't really remember. It was a very, 14 to buy shares that he thought that Schnaier
15 very strange relationship between Mr. Schnaier 15 was going to get some con artist lawyer to
16 and Mr. Dietl and how they collaborated 16 fight -- to write, to write a fake -- to
17 together and what the reasons were that he 17 write a fake legal opinion to get his shares
18 was giving him shares and investments and so 18 registered when he was told over and over
19 on, so I do not know. I do not know that. 19 again that he couldn't get them registered.
20 I do remember something -- 20 It's very possible Mr. Dietl was asked to
21 Q. Do you remember -- 21 put up that money for Schnaier, buy out some
22 A. I do remember something from 22 of those shares and sell them in the open
23 Mr. Dietl's testimony and his depo that he 23 market, which not Dietl nor Schnaier would
24 may have loaned him some money. 24 have the ability to do, and not my choice,
25 Q. Did you ever tell Mr. Dietl not 25 not the company's choice, it was SEC rules
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2 and you couldn't do anything, no one -- 2 so I really would have no idea.
3 there wasn't a single shareholder who could 3 Q. Separate and apart --
4 sell any shares until after the registration 4 A. Mr. Blakeley --
5 had gone through. 5 Q. Oh, we lost --
6 Q. After the APA, did LiveXLive 6 A. Did I lose you guys?
7 Tickets ever enter into a credit card 7 MR. ISSER: We hear you, but we
8 processing agreement? 8 don't see you.
9 A. I don't remember. I kind of 9 A. Bear with me for a second. I
10 remember something on that, there was some 10 don't know what just happened.
11 problem that Schnaier lost his credit card 11 MR. ISSER: Oh, you're back.
12 processer for not paying the bill or 12 THE WITNESS: I should be back.
13 something to that extent. We may have had 13 MR. ISSER: You are.
14 to then force to try to find an emergency 14 A. Mr. Blakeley is the only one you
15 Band-Aid to -- so the whole thing wouldn't 15 could really ask on that. Mr. Blakeley was
16 collapse. I kind of remember that, but I 16 handling that, was operating the business
17 don't remember the exact details on it. 17 really as it was being scaled down to
18 Q. Did -- isn't it true that 18 eventually close unless we could figure out
19 LiveXLive Tickets was for a short time after 19 some miraculous way to get out of all these
20 the APA using Wantickets and processing the 20 lawsuits and all the problems and they just
21 account with a company called Braintree? 21 continued to get worse on a daily basis.
22 A. I don't know. 22 Q. Did you find Mr. Blakeley to be
23 MR. ISSER: Objection to form. 23 a credible employee?
24 A. I don't know. I have no idea. 24 MR. ISSER: Objection to form.
25 Mr. Blakeley would have been handling that, 25 A. I mean, it's a tricky question

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2 and I feel terrible because I know one of 2 Wantickets' Braintree account, did LiveXLive
3 Mr. Blakeley's children passed away and I 3 Tickets ever get its own credit card
4 don't know the story behind it, but we did 4 processing account?
5 find out afterwards that one of his 5 A. No idea. It was such a tiny
6 children, and I don't know if it was the one 6 piece of business by that time, I wouldn't
7 who passed away, was working the company -- 7 even know. It wouldn't even cross -- it
8 was getting paid by the company and wasn't 8 wouldn't even cross my desk by that point.
9 working at the company, all right, but I 9 Q. So --
10 don't know, you know, there was nothing that 10 A. If you figure the business is
11 was told to us that there was a health issue 11 down to 2.7 million, you know, pre-losing
12 or so on. I thought Mr. Blakeley was -- he 12 Light Group and Caesars and so on, it was
13 was adequate, you know, he was somewhere 13 such a nominal business and it was really
14 between a controller and a CFO, and I'm not 14 Mr. Blakeley's job to figure out whether he
15 sure I can blame him post Schnaier as to 15 could keep it alive or not and he wanted to
16 what happened here, and he certainly wasn't 16 take a shot at it, he tried, we did the best
17 able to salvage the business and figure out 17 we could, it cost us a bunch of money, but
18 how to survive. Let's put it that way. He 18 there was no shot, you know, this was -- you
19 wasn't able to manage the customer problems 19 know, this was on life support, so. . .
20 and to clean up the mess. 20 Q. How could LiveXLive Tickets have
21 Q. Mr. Blakeley sued you for breach 21 done any business without a credit card
22 of his employment agreement; correct? 22 processer?
23 MR. ISSER: Objection to form. 23 MR. ISSER: Objection to form.
24 A. Correct. 24 A. Again, I don't know the
25 Q. Separate and apart from using 25 day-to-day and I'm not really even sure what
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2 the question is or care. Like what's the 2 Blakeley, you know, as I call it the smoking
3 point? You may have been able to do this, 3 gun e-mail from -- to Schnaier what's going
4 you know, on the hours you spent today, you 4 to happen to the business if he doesn't pay
5 may have been able to run it. It was such a 5 those bills, which Schnaier promised he was
6 tiny piece of business, there was almost 6 going to pay, right, there was no money to
7 nothing left. So I'm not sure you needed -- 7 pay, so, you know, whether or not -- whether
8 you needed very much to run the last, you 8 or not anyone had a say had to unfortunately
9 know, the last mile of business that was 9 end up on the phone call with Schnaier's
10 left after Schnaier robbed all his clients. 10 customers because he was lying to them, it's
11 Q. Did anyone from LiveXLive Media 11 very possible they ended up on the phone and
12 management ever instruct LiveXLive Tickets 12 said, I'm sorry, we don't have the money,
13 employees or officers to stop making 13 but he left us broke. Right? He made a
14 payments to vendors? 14 commitment, he made a commitment to fund it
15 MR. ISSER: Objection to form. 15 until the IPO was complete -- completed and
16 Objection to the extent it calls for 16 he lied and cheated and, as you can see from
17 speculation. 17 all the e-mails with Michael Gruber and Live
18 A. I'm not even sure I would 18 Group and the lawsuits that were pending
19 remember the answer. What I would say to 19 afterwards, people don't get that pissed
20 you is there was no money, right, so we were 20 over this kind of money unless you're
21 in the middle of an IPO, Schnaier was 21 outright stealing from them. If you tell
22 supposed to be funding it, right, there was 22 them the truth and said you needed three
23 no money to pay -- pay vendors, so was it -- 23 months, you usually could work something
24 was it consciously that he couldn't pay 24 out. When you're lying to them and you tell
25 them. It was, as you know, from the 25 them there's Fed Exes and wires and checks

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2 are coming, that's when they start suing and 2 e-mail to Blakeley re: stop payments
3 pulling the plug and pulling out as customers. 3 bearing Bates No. LXL_0365482, marked
4 So the answer is this was a -- Mr. Blakeley 4 for identification, as of this date.)
5 was running it for that last couple of 5 A. What's the number? 26?
6 moments of breath that it had left after 6 Q. Yes.
7 Mr. Schnaier decided not to pay the bills. 7 A. Richard Blakeley?
8 Q. So my question was: Did anyone 8 Q. Yes. So I'm looking at, there
9 from LiveXLive Media instruct anyone at 9 are two e-mails in this chain, I'm looking
10 LiveXLive Tickets not to spend money paying 10 at the bottom-most one dated November 8,
11 vendors or other people that were owed money 11 2017 from Doug Schaer, he is a LiveXLive
12 by that company? 12 Media officer?
13 A. I don't know that. 13 A. Yes.
14 MR. ISSER: Objection to form. 14 MR. ISSER: Objection to form.
15 A. I don't know that -- 15 Q. And Mr. Schaer, right, and this
16 MR. ISSER: Objection to form. 16 is Schaer, S-C-H-A-E-R, Mr. Schaer writes to
17 Objection, asked and answered. 17 Richard Blakeley: Richard, per my
18 A. I have no idea. They wouldn't 18 voicemail, please do not, in caps, spend any
19 have told them directly not to pay. They 19 money until we get our arms around the
20 might have said I don't have the money to 20 current situation.
21 pay, which nobody knew that better than 21 Do you see that?
22 Blakeley did. 22 A. I see it.
23 Q. Let's look at Tab 26 and we'll 23 Q. Do you also see that you're
24 mark Tab 26 as Ellin Exhibit 23. 24 copied on this e-mail or at least the
25 (Ellin Exhibit 23, 11/8/17 25 complete e-mail chain?
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2 A. I see it. 2 we were paying favoritism to one customer
3 Q. You instruct Mr. Schaer to send 3 versus the other.
4 this e-mail to Mr. Blakeley? 4 Q. So, this, in the 10-Q that we
5 A. No. 5 looked at, it said that the shutdown of
6 Q. Did you authorize it? 6 LiveXLive Tickets was effective as of
7 A. I don't know. I don't remember. 7 December 31, 2017, but this e-mail is
8 Again, this was -- was -- again, by his 8 November 8, 2017, so why would Mr. Schaer
9 point, it was such a tiny piece of my 9 have been instructing Mr. Blakeley not to
10 business, that Mr. Schaer was our COO and 10 spend any money if the company hadn't been
11 had every ability to try to manage this 11 shut down for another let's say seven weeks?
12 terrible situation the best he could, so 12 MR. ISSER: Objection to form.
13 these were the newest problems from Hakassan 13 Objection, calls for speculation.
14 and Drais, that they were going to sue and 14 Objection, mischaracterizes testimony.
15 they were coming after us and GA Boy 15 A. Actually no idea other than
16 Productions which, you know, was crystal 16 again treating customers fairly and
17 clear that 17 understanding how many of them Mr. Schnaier
18 Mr. Schnaier had promised them for six 18 had robbed, making sure that we treated them
19 months that they would -- he was going to 19 in a fair fashion.
20 pay, and all he did was steal their 20 Q. You testified earlier that
21 pre-payment, you know, their pre-ticket 21 Mr. Schnaier, Joe Schnaier, was obligated to
22 sales, so in all, I assume Mr. Schaer was 22 pay all these liabilities and make these
23 intelligently trying to figure out so we 23 payments to LiveXLive Media that he didn't
24 wouldn't end up in a worse situation, 24 pay. Before the APA, what was your
25 whether it was in bankruptcy or so on, that 25 understanding, if not from proceeds from the

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2 LiveXLive stock he got, what was your 2 invested 1.25 million into the business.
3 understanding as to where Mr. Schnaier was 3 All right? He seemed to love his -- what
4 coming up with the money to pay these 4 was left of the company he destroyed, and he
5 liabilities and to pay the $100,000 a month 5 didn't seem very concerned that he was going
6 to LiveXLive Media? 6 to be able to make these payments.
7 MR. ISSER: Objection to form. 7 Q. Did you ever ask Mr. Schnaier
8 A. Really -- wait, hold on one 8 where the money was coming from though?
9 second, guys, my headphones. 9 MR. ISSER: Objection to form.
10 Q. You're muted. You're muted. 10 A. I don't remember.
11 A. I don't know what the relevancy 11 Q. Did he tell you where the money
12 is or care, honestly. Right? He had an 12 was coming from?
13 obligation to pay his liabilities. We 13 A. I don't remember.
14 didn't. All right? He decided not to. All 14 Q. Did you ever tell Mr. Schnaier
15 right? So I'm not sure what the question is 15 that you would prevent him from being able
16 or why. I really care less at this point. 16 to sell his LiveXLive Media stock?
17 Q. Did you ever discuss with 17 MR. ISSER: Objection to form.
18 Mr. Schnaier where he was going to get the 18 A. I mean, you know, it's possible.
19 money to pay a hundred grand a month to 19 I mean, there was definitely going to be a
20 LiveXLive Media and then also pay at least a 20 dispute, it was clear that he had breached
21 million dollars in liabilities before he 21 his contract, it's clear that he had damaged
22 could sell any of his LiveXLive Media shares? 22 his company greatly. At the end of the day,
23 A. I mean, he was very confident it 23 it doesn't really matter what I said. It
24 wasn't going to be a problem. All right? 24 only mattered what we did. When he was
25 So he just invested not that long before, he 25 legally allowed to register his shares and
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2 had, you know, the right to do it, we 2 Mr. Dietl and Mr. Schnaier writing on
3 registered his shares, and that's how he 3 October 6, 2017, writing all shares now
4 paid you. You wouldn't be sitting here fat 4 frozen. Enjoy game. Lawsuit next.
5 and happy if it wasn't that he paid you off 5 Why did you send this e-mail to
6 of my shares, which he made a ton of money 6 Mr. Dietl and Mr. Schnaier?
7 off of. 7 MR. ISSER: Objection to form.
8 Q. So you actually didn't register 8 A. I don't really -- I don't really
9 the shares, the shares were exempted from 9 remember exactly the reason, but I think
10 registration, but maybe you can speak with 10 Mr. Dietl was -- had engaged himself in --
11 your lawyer about that distinction. I'd 11 in sort of threats that Schnaier was
12 like you to look at Tab 23, and we're going 12 throwing out there that Mr. Dietl was going
13 to mark Tab 23 as Ellin Exhibit 24. 13 to ruin my life and he was going to use his
14 (Ellin Exhibit 24, 10/6/17 14 political power and his relationships in the
15 e-mail from Ellin re: shares frozen 15 media industry to try to cause damage.
16 lawsuit next, marked for 16 That's the last I remember it and the
17 identification, as of this date.) 17 conversations with Mr. Dietl after that
18 A. What number? 18 progressively got worse. Mr. Schnaier
19 Q. Tab 23, which is being marked as 19 threatened on a consistent basis that he was
20 Ellin Exhibit 24. 20 using Mr. Dietl's political power to try to
21 A. Okay. 21 blackmail us to try to settle this, to try
22 Q. So, Mr. Ellin, this is an e-mail 22 to pay him out, to try to get his shares
23 chain that was publicly filed in this case, 23 registered illegally, which is what he did
24 so two years ago it looks like it was with 24 with Majesco, as you know, and got thrown
25 your counsel and then you forwarded it to 25 out of the industry for life, but I don't

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2 really remember the timing of it. I got 2 A. I have no idea. You know, no
3 some really late night calls from Mr. Dietl 3 idea.
4 sort of, you know, pay Mr. Schnaier $3 million, 4 Q. Did you --
5 he got robbed, when Mr. Dietl was crystal 5 A. I don't -- I don't remember,
6 clear and knew that not only was Schnaier 6 but, again, again, we told Mr. Dietl clear
7 lying, but he also knew that his close 7 out that the shares couldn't be registered
8 relationships at the casinos had called 8 and sold until we got onto NASDAQ and until
9 Mr. Schnaier a fraud, okay, including at 9 they were legally cleared, so, you know, I'm
10 Hard Rock and at Planet Hollywood, and that 10 not sure what the question is or what the
11 his technology didn't do what he claimed it 11 relevancy is, but yes, Mr. Dietl is a scary
12 could do, and that it was a bunch of 12 guy, he's a dangerous guy, and he is very
13 bullshit, and so he tried to use Mr. Dietl 13 politically powerful, so, you know, it
14 as best as he could to leverage and I assume 14 wasn't fun, so what we did was we hired
15 he's using him to do some of the work, he's 15 lawyers to make sure that we were protected
16 told me that he's done a lot of due diligence 16 and did what we had to do to make sure that
17 on me and was going to do anything possible 17 we protect the company and we protect
18 to try to ruin my life, so I guess he failed. 18 against blackmail.
19 Q. So were you scared of Mr. Dietl? 19 Be careful. Be careful. This
20 MR. ISSER: Objection to form. 20 is the third time. The fourth time you're
21 A. He's a scary dude for sure. 21 going to go over backwards.
22 Q. So did you -- did you previously 22 Q. Don't worry about me. Keep
23 tell Mr. Dietl that you were not going -- 23 talking.
24 that you were going to prevent him from 24 A. I'm worried about you, dude.
25 being able to sell his shares? 25 Q. Don't worry.
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2 A. If you go backwards, you may not 2 Q. Don't worry about Mr. Schnaier's
3 be able to get back up. 3 or Mr. Dietl's legal bills. I think you
4 Q. Don't worry about me. 4 should worry about your own legal bills. It
5 A. I'm worried. 5 seems like you have enough of them hanging
6 Q. Did Mr. Dietl previously sue you 6 around.
7 and LiveXLive Media for refusing to remove 7 MR. ISSER: Objection to form.
8 the restriction on his LiveXLive Media stock? 8 Q. Mr. Ellin, are you aware that
9 A. I think he did. I think he did 9 the judge in the New York State Supreme
10 and I think he got his shares registered 10 Court threatened to sanction you and your
11 when the registration was -- when they were 11 counsel for your refusal to lift the
12 allowed to get them registered, and 12 restriction on Mr. Dietl's shares?
13 hopefully he's very happy. He -- I don't 13 MR. ISSER: Objection to form.
14 even know how he got the shares or what he 14 Objection to the extent it calls for
15 was given the shares for. It seems to me 15 privileged information.
16 there was some hocus-pocus between the three 16 A. I don't remember.
17 of you. You know, what I heard was Dietl 17 MR. ISSER: So if you were told
18 told me one not that he paid you the first 18 that by your attorney, don't answer.
19 50,000, so it seems to me there's some 19 A. Yeah, I don't remember.
20 three-legged triangle here between the three 20 Q. Let's look at Tab 27 which we'll
21 of you and how Dietl got shares and you got 21 mark as Ellin Exhibit 25.
22 shares and who knows how the rest of the 22 (Ellin Exhibit 25, texts from
23 money got spread out. 23 Ellin re shares, marked for
24 Is that true that he paid for 24 identification, as of this date.)
25 the legal bill? 25 A. What time are we going until?

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2 It seems to me -- 2 MR. ISSER: We can go off the
3 Q. When we're done. 3 record, but there's no evidence he's
4 A. What's that? 4 futzing around.
5 MR. ISSER: Josh, can we get an 5 MR. WURTZEL: I didn't say he
6 estimate -- 6 was intentionally --
7 Q. We'll go until we're done. 7 MR. ISSER: You said --
8 MR. ISSER: -- for time? I'm 8 MR. WURTZEL: -- creating the
9 asking -- 9 issues.
10 MR. WURTZEL: We don't have a 10 MR. ISSER: Well, you know what
11 lot more, but the witness's cooperation 11 futzing around means. Futzing around
12 will dictate how long we have and we 12 is an implication of intentional
13 lost the witness. I guess let's go 13 conduct.
14 off the record if the witness has 14 MR. WURTZEL: I don't know what
15 disappeared. 15 you're implying -- what you think I was
16 MR. ISSER: Let's wait. He's -- 16 implying. I don't know where he is.
17 Robert, Rob, can you hear us? 17 He's not here. So let's go off the
18 MR. WURTZEL: I'm not going to 18 record --
19 wait for him while he futzes around. 19 MR. ISSER: All right.
20 So let's go off the record. 20 MR. WURTZEL: -- take a break
21 MR. ISSER: He's not futzing 21 because I'm not going to sit here and
22 around, it's a Zoom deposition with 22 wait for him to come back.
23 technical issues and, you know -- 23 MR. ISSER: All right.
24 MR. WURTZEL: Well, he's not 24 MR. WURTZEL: Let's go off.
25 here. I don't know what to tell you. 25 THE VIDEOGRAPHER: We are going
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2 off the record 5:57 p.m. and this marks 2 Q. It looks like you wrote you're
3 the end of media number 4. 3 worthless, you're a crooked con man, you're
4 (Whereupon, a brief recess was 4 a crook.
5 taken.) 5 A. Everything I've stated today.
6 THE VIDEOGRAPHER: Okay. Here 6 Q. Okay.
7 we go. Anybody not ready? Here we go. 7 So let's look at the fourth
8 We are back on the record. 6:06 8 message down on the left from you. I
9 p.m. This begins media number 5. 9 believe this is from November of 2017, I'm
10 Oh, wait a minute. Hold that. 10 not sure of the exact date. Maybe you know.
11 We're back on the record 6:06 p.m. 11 MR. ISSER: Objection.
12 This begins media number 5. Counsel, 12 Q. You write to Mr. Schnaier: Make
13 proceed. 13 this crystal clear, you will never get your
14 CONTINUED BY MR. WURTZEL: 14 shares blocked till death do us part.
15 Q. Mr. Ellin, we were looking at 15 Do you see that?
16 Tab 27 before, which we've marked as Ellin 16 A. I see it.
17 Exhibit 25. 17 Q. What did you mean by that?
18 I don't see the witness. 18 A. I don't remember. I was in the
19 MR. ISSER: He's here. 19 middle of a fight with a guy who had just
20 A. I'm here. 20 taken advantage and cheated our company and
21 Q. Mr. Ellin, Ellin Exhibit 25, 21 damaged our company.
22 this is another set of text messages between 22 Q. Let's go to the second page of
23 you and Schnaier; correct? 23 Ellin Exhibit 25. The second message on the
24 MR. ISSER: Objection to form. 24 left, you write again: My shareholders
25 A. Looks that way. 25 always win, but you will not get your shares

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2 ever. 2 threatening with Mr. Dietl. It was a battle
3 Do you see that? 3 back and forth and your client in his usual
4 A. I see it. 4 fashion was, you know, very eloquently said
5 Q. Now, you testified before that 5 I want my company back. I said no problem,
6 it was, I believe that it was your 6 I'll give you your piece of shit company
7 understanding that after a certain period of 7 back, sorry, I just happened to say that,
8 time, unregistered shares could be I think 8 and you give me my shares back. You stole
9 you said registered or freely traded; is 9 my shares. All right? I'll give you your
10 that correct? 10 company. You love your company, you don't
11 A. Correct. 11 think you did anything wrong, here's your
12 MR. ISSER: Objection to form. 12 company back. And, of course, in his usual
13 Objection to the extent it 13 fashion, he wasn't willing to do that because
14 mischaracterizes his testimony. 14 he knows that I make all my investors a
15 A. Yes. 15 crazy amount of money, just like I did for
16 Q. Okay. 16 him in Majesco, just like you wrote that
17 So if Mr. Schnaier or his 17 frivolous nonsense about Majesco that he got
18 company had unregistered shares and you knew 18 thrown out of the industry for illegally
19 that unregistered shares could eventually be 19 registering shares, got some fake attorney,
20 traded in the public markets, freely traded 20 all right, to give an opinion letter. He
21 in the public markets, then why did you 21 tried to do the same thing this time. But I
22 threaten Mr. Schnaier that he will not get 22 offered him his company back, he didn't want
23 his shares, quote, ever? 23 it back. So. . .
24 MR. ISSER: Objection to form. 24 Q. Let me ask you, you've referred
25 A. This was -- this was your client 25 to the Complaint in this lawsuit as
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2 frivolous probably a dozen times. If you 2 side of it. All right? I think it's
3 agreed it was frivolous, then why didn't you 3 disgusting what you've done. I'll tell you
4 move to dismiss it, move for sanctions for 4 straight to your face it's disgusting, you
5 frivolous filing? 5 know this company had no value, you know
6 A. Who says we won't? 6 what the prices are. He tried to sell
7 MR. ISSER: Objection to form. 7 Eventbrite and failed. You know he sued
8 And there was a Motion to Dismiss. 8 Eventbrite saying it was worthless. All
9 Q. Did you move to dismiss the 9 right? But you're still willing to do it
10 fraud claim? 10 off of my shares because you knew you could
11 A. Who knows -- who knows what 11 steal that money from Schnaier that the was
12 we -- we're not done here, you know, you 12 going to make money off my shares because I
13 have all the time in the world. 13 always make my shareholders money. Every
14 Q. Did you move to dismiss the 14 time. All right? So very differently than
15 fraud claim against you personally? 15 Mr. Schnaier whose objective is to take the
16 MR. ISSER: Objection to form. 16 money for himself and to steal money from
17 A. I don't even remember. I -- 17 people who buy tickets and not pay to his
18 Q. Did you move for sanctions, did 18 customers, mine is to make people money, so
19 you move for sanctions on the ground of 19 and you're fortunate enough to be one of the
20 frivolous litigation conduct? 20 beneficiaries of that, but yes, I think you
21 MR. ISSER: Objection to form. 21 filed a frivolous lawsuit. You are allowed
22 The record in this case speaks for 22 to do it in this country, you are allowed to
23 itself. 23 do like crazy things here, you are allowed
24 A. I don't remember. I'm not a 24 to come up with crazy valuations that you
25 lawyer, you know, I don't handle the legal 25 know don't exist. All right? So that's

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2 where we are today. I can tell you that, 2 relevance. Go ahead. I'm not
3 you know, it was definitely a bantering back 3 instructing him not to answer that.
4 and forth between me and Schnaier, and 4 A. Yeah, I mean, listen, my kids --
5 truthfully I was hoping he was going to take 5 my kids are -- are phenomenal kids, you
6 his crap company back, all right, and if he 6 know, and I'm very lucky. They're all
7 took his company back, I would have gotten 7 successful, they're all great, they're all
8 my shares back, and you would be on vacation. 8 wonderful kids, they're all very respectful,
9 Q. So let's talk about your 9 but they also -- they also do know not to
10 bantering. I'm looking down in the fourth 10 let people steal from you, all right, and
11 message from the top on page 2 of Ellin 11 they will fight back if someone --
12 Exhibit 25. You write: You really are a 12 Q. As of -- you're the CEO and
13 sick crook. Agreement crystal clear. Con 13 chairman of a publicly traded company. How
14 artist. You pay all liabilities. Were you 14 many other publicly -- how many other CEOs
15 beaten as a child? 15 of publicly traded companies that are
16 Do you have children, Mr. Ellin? 16 trading on the NASDAQ call investors, accuse
17 MR. ISSER: Objection. 17 them of being beaten as a child, call them
18 A. Yes. I have four beautiful 18 crooks, cockroach, dope, how many do you
19 children. 19 know?
20 Q. Do you teach your children that 20 MR. ISSER: Objection. Are you
21 it's appropriate to speak to people in the 21 really asking my client --
22 way that you did to Mr. Schnaier in this 22 A. This is --
23 text message? 23 MR. ISSER: -- how many out of
24 MR. ISSER: You know, objection 24 the thousands of publicly
25 to form, and just objection on 25 traded companies on NASDAQ --
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2 MR. WURTZEL: I'd like to know. 2 MR. ISSER: Let's ask him if
3 MR. ISSER: I am going to finish 3 your question --
4 my objection, Josh. This is a stupid 4 MR. WURTZEL: Let's call the
5 question. 5 court. Let's go off the record --
6 Are you asking my client based 6 MR. ISSER: -- is appropriate.
7 on his own personal knowledge of the 7 MR. WURTZEL: -- and call the
8 thousands or hundreds of publicly 8 court.
9 traded companies on NASDAQ, how many 9 I would like to go off the
10 CEOs of -- 10 record to call the court to
11 THE WITNESS: Let's call -- 11 discuss what --
12 MR. ISSER: -- those companies -- 12 A. You will do -- you will do
13 MR. WURTZEL: Let's call Michael 13 whatever you can to drive a bigger bill. It
14 Rand. 14 is so clear that you are just here to drive
15 MR. ISSER: -- have done this? 15 up the bill as high as you can. Luckily you
16 MR. WURTZEL: Let's call Mr. 16 didn't fall off that chair and break your
17 Rand. 17 neck. Right? You should really just focus
18 MR. ISSER: Is that the question? 18 on doing the right thing here; right? But
19 MR. WURTZEL: Let's call Mr. 19 you're not going to. So let's fire away
20 Rand and let's see if the speaking 20 more questions. I don't know how many CEOs,
21 objection you just made is an 21 but I don't know how many CEOs deal with a
22 appropriate one. 22 con artist like your client who has been
23 MR. ISSER: All right. You can 23 kicked out of the industry for life, for
24 answer the question. 24 life, life. I don't even know that many
25 MR. WURTZEL: Let's call. 25 people in history that have been kicked out

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2 of the industry for life. There have been a 2 MR. ISSER: The testimony will
3 lot that had little suspensions like I had, 3 speak for itself.
4 but very few, there's very few that can't 4 Q. Mr. Ellin, you said here, I'm
5 work in the industry in any capacity going 5 looking at the bottom of page 2 at the
6 forward, and the fact that you're helping 6 bottom of Exhibit 25, you wrote to Mr.
7 him and to allow him to continue to steal 7 Schnaier, see you in hell.
8 from one investor after another, you're 8 Did you learn to -- is that --
9 inhibiting him to do that, and thankfully 9 as the chairman and CEO of a publicly traded
10 you've got my shares to pay off some of them 10 company, do you believe that that's a
11 and to pay yourself because without it, 11 professional way to speak to investors and
12 right, you know, you'd be a little skinnier 12 business counterparties?
13 than you are today because you wouldn't have 13 MR. ISSER: Objection to form.
14 any money for this case. 14 Objection, argumentative. You can
15 MR. WURTZEL: Madame Court 15 answer.
16 Reporter, you've got the witness's 16 A. Listen, I think it's critical
17 answers and personal attacks on 17 that you do what you have to do to make sure
18 counsel. We will be presenting that to 18 you protect your other shareholders and to
19 the court. 19 make sure you treat your company and your
20 MR. ISSER: Objection to -- 20 employees very different than your client
21 objection. I don't believe that that 21 that you're harboring and protecting from
22 was a personal attack on counsel. The 22 stealing from all these people, Sabans
23 testimony will speak for itself. 23 (phonetic), all the people that have been
24 MR. WURTZEL: Okay, Steve. The 24 robbed. Right? You continue to protect him
25 witness can speak for himself. 25 in that way and I've heard now the story
Page 388 Page 389
1 Ellin - Confidential 1 Ellin - Confidential
2 that has been told by both of you that the 2 MR. ISSER: Let the witness
3 only asset he has left, right, was this 3 answer.
4 lawsuit; right? So it's a way you're going 4 Q. These are your words.
5 to try to pay off the rest of his creditors 5 MR. WURTZEL: Steve, enough.
6 and liens and I'm going to make you a bet 6 MR. ISSER: I said let him
7 that's not going to happen. 7 finish his answer. Don't yell at me
8 Q. Mr. Ellin, I'm looking at the 8 enough. And I'm not yelling. You're
9 last page of Ellin Exhibit 25, the second to 9 yelling.
10 last message on the left. The second to 10 MR. WURTZEL: Sit back, please.
11 last message from the bottom on the left, 11 You're getting excited.
12 you wrote to Mr. Schnaier: Jerk off, you 12 MR. ISSER: I'm not excited.
13 invested in company, you own those shares, 13 I'm saying let the witness finish his
14 but we froze them because you owe us ton of 14 answer.
15 money, ton of money. 15 MR. WURTZEL: Okay.
16 Is it correct that you or 16 Q. Mr. Ellin, you wrote we froze
17 LiveXLive Media froze Mr. Schnaier's shares 17 them, so what did you mean when you said
18 because you believed Mr. Schnaier owed money 18 that? Is that false?
19 to LiveXLive Media? 19 MR. ISSER: Objection to form.
20 MR. ISSER: Objection to form. 20 A. I have no idea and they were
21 A. Well, clearly you know they 21 never frozen, as you know, because how were
22 weren't froze because that's how you got 22 you getting paid? The court ordered to
23 paid; right? Your money that you got -- 23 allow you to take money from the sale of his
24 Q. But you wrote that we froze them. 24 stock, so why are you asking questions that
25 A. -- paid you; right? 25 you already know the answer to when you're

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2 the biggest beneficiary of the sale of my 2 closed our public stock offering in
3 stock? Did you get a ton of money -- 3 December.
4 Q. When you wrote -- 4 Q. Of what year?
5 A. -- from my stock? 5 A. 2017.
6 Q. So is it your testimony that 6 Q. Was it previously scheduled to
7 when you told Mr. Schnaier in this text 7 close earlier than that?
8 message that you had in fact froze his 8 A. We've already --
9 shares, that that was an inaccurate 9 MR. ISSER: Objection.
10 statement? 10 A. We've already been through this
11 MR. ISSER: Objection to form. 11 today. Right? There were three files, BMO,
12 A. I would say it was an 12 JMP, Craig Hallum. See? See? That was the
13 expression, but as you're well aware, the 13 filing. That was the original filing. I
14 shares were never frozen, they're all at the 14 think that was in -- probably in May. I
15 transfer agent, which you are well aware, 15 think there was another one in the summer
16 and you got, the beneficiary of it, 16 and the final one was done in December.
17 thankfully, you got most of the money, and 17 Q. So that would be yes to my
18 that's why you have so many free hours to do 18 question?
19 this. 19 MR. ISSER: Objection to form.
20 Q. Mr. Ellin, when did LiveXLive 20 A. Yes.
21 Media do its public stock offering? 21 Q. And when was it originally
22 A. When did we close our public 22 scheduled for?
23 stock offering? 23 MR. ISSER: Objection. Asked
24 Q. Yes. 24 and answered.
25 A. Is that your question? We 25 A. I don't know. The middle of the
Page 392 Page 393
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2 year. Somewhere around May I think it was. 2 wasn't coming after him after by the time
3 Q. Was there a time when the public 3 this was done.
4 offering was scheduled for October of 2017? 4 Q. So let's look at Tab 24, which
5 A. I believe there was a second 5 we'll mark as Ellin Exhibit 26.
6 filing which would have closed in October, 6 (Ellin Exhibit 26, 10/18/17
7 which also didn't close, which the deal 7 e-mail bearing Bates No. BMO_0002159,
8 was priced -- 8 marked for identification, as of this
9 Q. Why not? 9 date.)
10 MR. ISSER: Objection. 10 A. What time are we going to?
11 A. Again, you know, I've already 11 Let's establish it now because I may need to
12 been through all this. The same reason as 12 take an hour break.
13 the first time. 13 Q. We're almost done, but your
14 Q. Why did the second deal not close? 14 behavior and compliance will obviously
15 A. MR. ISSER: Same reason as the 15 dictate how much longer.
16 first one didn't close. 16 MR. ISSER: For the record, my
17 Q. Which is? 17 client is behaving completely.
18 A. Many of the same reasons, 18 A. I couldn't be any more
19 lawsuits, problems from the Wantickets' 19 cooperative.
20 lawsuits, Wynn, Light Group and many new 20 Q. You're right. You're right.
21 ones that came afterwards, Drais, as you can 21 You were the most cooperative witness I've
22 see on your last e-mail, Drais and Hakassan. 22 ever seen.
23 You know, Mr. Schnaier made a lot of friends 23 MR. ISSER: Objection.
24 along the way. There's not one single 24 Argumentative.
25 casino I could think of in all of Vegas that 25 MR. WURTZEL: No, I'm being

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2 serious. I'm being serious. 2 must be getting dizzy. 24, you said; right?
3 MR. ISSER: All right. Well, 3 24. 24. All right. Fire away.
4 then that's on the record that you're 4 Q. So this is an e-mail dated
5 seriously saying my client is the most 5 October 18, 2017 from David Geiman,
6 cooperative witness you've ever seen. 6 G-E-I-M-A-N, from Bank of Montreal and Mr.
7 Thank you. I appreciate that. 7 Geiman writes at 1:58 p.m.: Rob and team,
8 MR. WURTZEL: He was so 8 given we are still waiting on a definitive
9 cooperative. 9 order from Fidelity, we are planning on
10 MR. ISSER: Objection withdrawn 10 asking the SEC to delay effectiveness until
11 if you're being serious. Objection 11 tomorrow afternoon and plan to price after
12 withdrawn. I didn't realize. 12 their close tomorrow. Please confirm you
13 A. What number are you asking for? 13 are all right with this approach.
14 Q. Mr. Ellin, do you have Ellin 14 And then later in the evening at
15 Exhibit 26 open, which is Tab 24? 15 7:05 p.m. on the same day, you wrote back:
16 A. Tab 24. Mr. Blakeley. Is that 16 Approved.
17 Mr. Blakeley? 17 Do you see that?
18 Q. Tab 24. 18 A. I do.
19 A. Tab 24. I thought you just said 19 Q. Okay.
20 Tab 26. 20 So is this Bank of Montreal
21 Q. It's Ellin Exhibit 26 which is 21 stating that the effectiveness of the SEC
22 Tab 24. 22 filings for the public offering that was
23 A. Okay. Got it, got it, got it. 23 planned in October of 2017 would have to
24 Okay. 26. Okay. 26. Oh, wait. I'm 24 wait because they were, quote, waiting on a
25 sorry. I opened the wrong one again. I 25 definitive order from Fidelity?
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2 MR. ISSER: Objection. 2 Q. Well, you approved what they
3 A. That's what it says. 3 asked, so what was your understanding of
4 Q. Okay. 4 what Bank of Montreal --
5 Was that in fact the reason that 5 A. I didn't have a --
6 this I guess second attempt at a public 6 Q. -- was asking on this date?
7 offering was delayed in October -- on 7 A. I don't have a choice but to
8 October 18, 2017? 8 approve.
9 MR. ISSER: Objection. 9 MR. ISSER: Objection.
10 A. You would have to ask BMO that. 10 A. I didn't have a choice but to
11 Right? I couldn't answer -- I couldn't 11 approve. They couldn't close it. They
12 answer that other than I could tell you that 12 couldn't raise the money.
13 Fidelity became my biggest investor when we 13 Q. Other than what Mr. Geiman
14 did close in December. He's now joined the 14 states as the reason for not being able to
15 Board of my company. He ran the 28 billion 15 close on October 18, 2017, specifically that
16 dollar Puritan Fund. He priced the deal at 4. 16 they were waiting on a definitive order from
17 He personally -- he put in -- his fund put 17 Fidelity, were there any other reasons for
18 in 17 million -- I personally -- actually 18 the delay of the public offering as of
19 that's not true, Trinad Capital, my fund, 19 October 18, 2017?
20 put in 2.8 million into the IPO and we 20 MR. ISSER: Objection to form.
21 closed a $23 million deal in December. So 21 A. That was, again, that was the
22 you would have to ask BMO if, you know, 22 second public offering and there were
23 that's the only reason from their 23 many offerings including the damage that
24 standpoint, right, it didn't close on that 24 Mr. Schnaier had caused with all the
25 day. 25 lawsuits, there were now additional

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2 lawsuits, there were additional problems 2 going to be, and thankfully it was
3 with many of our customers and we lost some 3 successfully restructured. We closed a
4 of our customers because of him, including 4 massive acquisition with Slacker. And we
5 Tao Group that we were supposed to be live 5 got Fidelity who came from JMP into the
6 streaming from, so many issues, but the deal 6 deal, we got them to be our white knight and
7 was getting tougher and tougher and it was, 7 to save the company because, again, we were
8 you know, becoming clear that it probably 8 basically a public venture capital company,
9 wasn't going to close. 9 we got Fidelity to step in and save the
10 Q. Okay. 10 company and Ramin Arani who run -- ran that
11 So you mentioned that there were 11 Fidelity fund was the white knight who kept
12 issues getting money specifically with 12 this company going and gave us the ability
13 regard to Fidelity as reflected in this 13 that for all of our shareholders, including
14 e-mail. You also stated there were issues 14 your client, had the ability that this
15 caused by Mr. Schnaier. 15 didn't go to zero, and, you know, it's -- we
16 Were there any other reasons why 16 were very fortunate and very lucky.
17 this public offering did not -- was not able 17 Q. So let's take a look at Tab 25,
18 to close on October 18, 2017? 18 which we're going to mark as Ellin Exhibit
19 MR. ISSER: Objection to form. 19 27.
20 A. I don't remember the specific 20 (Ellin Exhibit 27, e-mail from
21 issues. It's just, you know, the -- you 21 Muhammad re delaying IPO, marked for
22 know, when something's going bad, it went 22 identification, as of this date.)
23 bad May/June on the first round, it went 23 A. 25. We're running out of tabs.
24 worse in October, and we had to reexamine 24 Okay.
25 what the next chess move for the company was 25 Q. So this is an e-mail from Tenia
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1 Ellin - Confidential 1 Ellin - Confidential
2 Muhammad. That is your assistant? 2 A. Yup.
3 A. It is. 3 Q. So would that indicate to you
4 MR. ISSER: Objection to form. 4 that someone, either you or some combination
5 Q. And this is dated October 18, 5 of you and these other people mentioned,
6 2017, so the same date as Ellin Exhibit 26 6 instructed Ms. Muhammad to send this e-mail?
7 except the time is 11:10 p.m. central 7 A. Yeah.
8 standard time, so a few hours after the 8 MR. ISSER: Objection to form.
9 e-mail chain reflected on Exhibit 26. 9 A. I would assume this is from the
10 Do you see that? 10 bankers who represented us that they needed
11 MR. ISSER: Objection to form. 11 to push the deal to Friday, and clearly when
12 A. I see it. 12 it came to Friday, they still were not able
13 Q. Okay. 13 to raise the capital.
14 So did you instruct Ms. Muhammad 14 Q. So let's look at the content of
15 to send this e-mail? 15 the e-mail. It says: Friends and family of
16 (Witness reviewing document.) 16 LiveXLive, the much anticipated IPO date for
17 A. What's the date on this? 17 our company has been pushed to this Friday
18 Q. October 18, 2017. Same date as 18 due to logistical issues with our transfer
19 Ellin Exhibit 26. 19 agent at the New York Stock Exchange.
20 A. Yeah. So I'm sure I did. 20 Do you see that?
21 Q. Okay. 21 A. I see it.
22 A. This was -- 22 Q. Why would Ms. Muhammad either on
23 Q. Well, do you see that it's 23 your instruction or someone's instruction be
24 signed at the bottom Sincerely, Rob, Andy, 24 sending out an e-mail to the, quote, friends
25 Jerry and the LiveXLive team? 25 and family of LiveXLive, that this October

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2 18, 2017 IPO was being pushed due to 2 that, you know, again, it's very common.
3 logistical issues with the transfer agent at 3 IPOs, you know, look like they're going to
4 the New York Stock Exchange when we just saw 4 close and sometimes they don't. I mean, it
5 in Ellin Exhibit 26 that the reason was 5 was a logistical issue --
6 having to do with getting a definitive order 6 Q. Well --
7 from Fidelity and had nothing to do with the 7 A. It was a logistical issue. I
8 transfer agent? 8 think, if I remember right, we had to switch
9 A. So -- 9 transfer agents at the last second because
10 MR. ISSER: Objection. 10 we weren't big enough at 12 to 16 to be in
11 Objection to form. You can answer. 11 the transfer agent that the New York Stock
12 A. I don't -- I don't remember 12 Exchange had recommended for us, so we had
13 exactly, but we wouldn't have sent this 13 to move to another clearing firm. And who
14 unless it was at the instructions of BMO 14 knows? During that couple of day period,
15 that they believed that they could close it 15 you know, you know, you never know, you
16 on Friday, and they clearly couldn't. 16 never know, until money's in the bank, you
17 Q. Okay. 17 know, you know, no one should know that
18 A. And when they couldn't get 18 better than your client who, you know, likes
19 Fidelity to the table on Wednesday, they 19 to tell people Fed Exes and wires are on the
20 couldn't get them to the table on Friday, 20 way and not send them. Right? So as you
21 and I think some of the other investors, if 21 know, until the money is in the bank, you
22 I remember right, some of the other 22 never know. So we delayed it and it didn't
23 investors that they believed they had to 23 close. And thankfully we closed it two
24 invest next to Fidelity dropped out, the 24 months later. It is a very resilient group
25 deal fell apart. And this is something 25 of people.
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1 Ellin - Confidential 1 Ellin - Confidential
2 Q. So, Mr. Ellin, you previously 2 MR. ISSER: Objection.
3 testified that the reason this didn't close 3 A. Misleading to who? To my
4 on October 18, 2017 was because they 4 friends and family?
5 couldn't get the money from Fidelity and you 5 Q. Yes.
6 also said because of issues that Mr. Schnaier 6 A. To who? To who was it
7 caused. So why did you have Ms. Muhammad 7 misleading to?
8 send out an e-mail saying -- referencing 8 Q. Well, did you --
9 none of those issues and referring only to 9 A. It wasn't misleading. It wasn't
10 logistical issues with the transfer agent? 10 misleading at all. There's nothing in this
11 A. So -- 11 that says it's guaranteed to close and
12 MR. ISSER: Objection to form. 12 you're the only one that's interpreted it
13 Objection, argumentative. You can 13 that way, the only one on earth that has
14 answer. 14 interpreted it that way. Everyone knows
15 A. Yeah, don't take this the wrong 15 that an IPO until it's closed, until the
16 way, but only an idiot would send out an 16 money is in the bank, is not closed.
17 e-mail that, you know, the bank is saying 17 Q. Mr. Ellin, I'm not -- I'm not
18 they have the money and then saying they 18 talking about whether it closed or when it
19 don't have the money. All right? This was -- 19 closed. My question is: Why did you tell
20 this was to inform people that it was not 20 the, quote, friends and family of LiveXLive
21 going to close on time and hopefully it was 21 Media that the IPO was being moved because
22 going to close on Friday and unfortunately 22 of an issue -- a logistical issue with the
23 it didn't, and, you know, this -- 23 transfer agent when in fact the reason at
24 Q. This was misleading, wasn't it? 24 least additionally included issues with
25 A. Misleading to -- 25 raising money from Fidelity, those are two

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2 very different things, aren't they? 2 largest --
3 MR. ISSER: Objection to form. 3 MR. ISSER: Objection to form.
4 Objection, argumentative. You can 4 Objection, argumentative. And
5 answer. 5 objection, it mischaracterizes his
6 A. Yeah, and you're candidly 6 testimony.
7 pulling that out of your ass because you 7 Go on.
8 don't know that that's true. Fidelity -- 8 A. Yeah, just answer again and then
9 BMO said they needed a little bit of time 9 I'm done with this nonsense. All right?
10 and Fidelity going back on the last e-mail 10 Okay? You're talking about two different
11 on this, they told us they would close on 11 issues. Going back previously, BMO said
12 Friday. It was a logistical issue. They 12 they need the Fidelity order to close. When
13 didn't close. I can't control a bank when 13 this e-mail went out from Tenia, they said
14 they close. 14 they didn't need anything. They said they
15 Q. So not raising money -- being 15 were ready to close on Friday, it was a
16 unable to raise money from the -- 16 logistical issue. Tenia is about the most
17 A. We didn't know the money -- 17 honest human being that walks the earth and
18 Q. Excuse me, excuse me, excuse me. 18 wouldn't send out an e-mail unless she felt
19 I'm speaking. You're not. 19 that that was exactly what BMO told her, but
20 Is it -- 20 that doesn't mean anything because in a
21 A. Yeah, I am. 21 two-day period, any one of the investors
22 Q. Is it your testimony that being 22 pull out and you don't know that Fidelity
23 unable to raise money from the largest 23 was the largest investor, you're just making
24 investor is a logistical issue? 24 that up because you're pulling it out of
25 A. How do you know they're the 25 your ass.
Page 408 Page 409
1 Ellin - Confidential 1 Ellin - Confidential
2 Q. Well, which transfer agent -- 2 her e-mail in the evening of October 18, 2017?
3 A. (Inaudible due to over-speaking.) 3 MR. ISSER: Objection to form.
4 Q. -- which transfer agent had the 4 Objection to the extent it
5 logistical issue? 5 mischaracterizes his testimony. Go
6 MR. ISSER: Objection to form. 6 ahead.
7 A. I don't remember the name of it, 7 A. You'd have to ask BMO that.
8 but the New York Stock Exchange uses one 8 You'd have to ask them. They instructed us
9 transfer agent, maybe there's two of them 9 they were ready to close on Friday; right?
10 that they choose from for the New York Stock 10 But you'd have to ask them that question. I
11 Exchange. When you drop below a certain 11 can't answer for a bank or the institution.
12 threshold of valuation, you can't use that 12 Q. Let me ask you this.
13 firm, so we had to switch to another one in 13 If the reason for the delay in
14 the middle -- literally at the last second. 14 closing the IPO was being provided solely by
15 Okay? I don't remember the name of the firm 15 BMO, you said I should ask them, why didn't
16 and I don't even know if it's the same firm 16 BMO send out this e-mail?
17 we're at today, but we were forced to do it, 17 A. Well, they don't have --
18 it was very expensive, it was a pain in the 18 MR. ISSER: Objection.
19 neck, and unfortunately we still didn't close. 19 A. They don't have the same friends
20 Q. So is it your testimony that the 20 and family as me. Right? This was to my
21 issue raised by Bank of Montreal in its 21 friends and family.
22 e-mail at 1:58 p.m. on October 18, 2017 22 Q. Was Joe Schnaier one of your
23 about not having a definitive order from 23 friends and family on October 18, 2017?
24 Fidelity, that that issue had been fully 24 A. I have no idea. No clue whether
25 resolved by the time that Ms. Muhammad sent 25 he was included in this. No clue.

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2 Q. It went to him. 2 MR. ISSER: You know what?
3 A. Okay. So then he was included. 3 You're not asking questions, so you
4 Qkay. 4 should stop speaking to my client. You
5 MR. WURTZEL: Steve, let's take 5 just said we are taking a break, so
6 a short break and -- 6 behave appropriately. Rob, we're going
7 THE WITNESS: We have to eat 7 to take a break, we're coming back
8 again here? 8 in -- how long? Like if we come back
9 MR. ISSER: One minute. Why 9 in like three minutes --
10 don't we -- Rob, Rob, wait. Do you 10 THE WITNESS: Steve, I want make
11 think we're going to be done? I know 11 sure this badgering that he does in
12 is this the break where you look to see 12 between --
13 if you have anything else? 13 MR. ISSER: Rob, Rob --
14 MR. WURTZEL: Yes, it is. 14 MR. WURTZEL: -- when he thinks
15 MR. ISSER: We're probably done, 15 that the recording's off is recorded.
16 Rob. Just come back in five minutes. 16 MR. ISSER: It's being recorded.
17 MR. WURTZEL: Madame Court 17 Don't worry.
18 Reporter, did you get the witness's 18 MR. WURTZEL: Okay. Good.
19 last statement on the record? 19 MR. ISSER: I assume until the
20 THE REPORTER: Yes. 20 guy says we're off the record, we're
21 MR. WURTZEL: Okay. Good. 21 being recorded.
22 THE VIDEOGRAPHER: Going off the 22 THE WITNESS: Okay. Let me
23 record -- 23 know.
24 Q. Keep going, Mr. Ellin. Just 24 MR. ISSER: Figure out a time to
25 keep talking. Keep talking. 25 come back. It's 6:38.
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1 Ellin - Confidential 1 Ellin - Confidential
2 MR. WURTZEL: Well, hold on. We 2 MR. ISSER: No.
3 have to go off the record first. The 3 MR. WURTZEL: Okay. So we can
4 witness has left. 4 go off the record.
5 MR. ISSER: All right. So go 5 MR. ISSER: All right. Rob --
6 off the record. 6 if you have any questions about
7 MR. WURTZEL: Let's go off the 7 spelling, I think my client has been
8 record. 8 getting texts from his assistant that
9 THE VIDEOGRAPHER: Okay. We are 9 he has some calls coming up, so if we
10 going off the record 6:38 p.m. 10 have questions from him on spelling,
11 (Whereupon, a brief recess was 11 can you please give them to Robin?
12 taken.) 12 THE WITNESS: I'm good. I'm
13 THE VIDEOGRAPHER: We are on the 13 good.
14 record 6:42 p.m. 14 MR. ISSER: Robin, might have a
15 Counsel, proceed. 15 couple of questions on somehow to spell
16 MR. WURTZEL: I have no further 16 names.
17 questions. 17 MR. WURTZEL: Robin, e-mail me
18 MR. ISSER: Fantastic. Court 18 about this stuff. I'm going to -- are
19 reporter, do you need Rob to give you 19 we off the record?
20 spellings? 20 THE REPORTER: No. That's why.
21 THE REPORTER: Let's get off the 21 MR. ISSER: I'm sorry. I
22 record. 22 thought we were off the record.
23 MR. WURTZEL: Wait. No. No. 23 THE VIDEOGRAPHER: We are going
24 Before we do that, Steve, do you have 24 to go off the record. Stand by. Going
25 any questions for the witness? 25 off record, 6:43 p.m. This concludes

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1 Ellin - Confidential 1 Confidential
2 today's deposition and marks the end of 2 ACKNOWLEDGEMENT
3
3 media number 5. 4 I, ROB ELLIN, hereby certify that
4 5 I have read the transcript of
5 6 my testimony taken under oath in my
6 7 deposition of October 22, 2020, that
7 8 the transcript is a true, complete and
9 correct record of what was asked,
8 10 answered and said during this
9 11 deposition, and that the answers on the
10 12 record as given by me are
11 13 true and correct.
12 14
15
13 16 ___________________________
14 ROB ELLIN
15 17
16 18
17 Subscribed and sworn to
19
18 before me this ____ day
19 20
20 of______________, 2006.
21 21
22 22 _______________________
NOTARY PUBLIC
23 23
24 24
25 25
Page 416 Page 417
1 Confidential 1 Confidential
2 INDEX 2 I N D E X (C'td.)
3 3
4 WITNESS EXAMINATION BY PAGE 4 ELLIN
5 Rob Ellin Mr. Wurtzel 14 EXHIBITS DESCRIPTION PAGE
6 5
7 ELLIN Exhibit 11 4/9/19 e-mail chain 162
EXHIBITS DESCRIPTION PAGE 6
8 Exhibit 12 Document bearing 168
Exhibit 1 12/25/16 e-mail 22 7 Bates Nos.
9 from Rob Ellin to LXL_000925-927
Joe Schnaier 8
10 Exhibit 13 e-mail chain re: 207
Exhibit 2 two-page pdf of 29
9 Updated Deck - WT
10 Exhibit 14 Affirmation of 233
11 text exchanges
Robert S. Ellin
12 Exhibit 3 2/22/17 e-mail from 49 11
Indursky with
Exhibit 15 Criminal Case 289
13 forward plus 12 Summary bearing
attachment Bates Nos.
14 13 P_000526-528
Exhibit 4 2/27/17 e-mail from 59 14 Exhibit 16 Galloway Complaint 295
15 Indursky with 15 Exhibit 17 Seeking Alpha 310
forwards plus Article bearing
16 attachment 16 Bates No. P_000532
17 Exhibit 5 2/27/17 e-mail 66 17 Exhibit 18 3/16/17 e-mail from 318
chain Hunt Weber with
18 18 e-mail chain plus
Exhibit 6 4/22/17 e-mail from 75 attachment
19 Ellin and attachment 19
20 Exhibit 7 4/26/17 e-mail from 88 Exhibit 19 7/10/17 letter from 332
Lynda De La Rosa 20 Indursky to
21 Schnaier bearing
Exhibit 8 6/2/17 e-mail chain 103 21 Bates No. P_000140
22 22 Exhibit 20 5/31/17 letter from 334
Exhibit 9 e-mail chain re: 108 Indursky to
23 Weinberg 23 Schnaier bearing
24 Exhibit 10 Letter of Intent 148 Bates Nos.
dated July 19, 2016 24 P_0000649-650
25 25

105 (Pages 414 to 417)

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Page 418 Page 419

Confidential
1
2 I N D E X (C'td.)
1 Confidential
3 2 CERTIFICATE
4 ELLIN
EXHIBITS DESCRIPTION PAGE
3 STATE OF NEW YORK )
5 4 ) ss.:
Exhibit 21 6/8/17 letter from 337
6 Ablovatskiy to 5 COUNTY OF NASSAU )
Schnaier bearing 6 I, ROBIN LaFEMINA, a Registered
7 Bates Nos.
P_000651-653 7 Professional Reporter, Certified LiveNote
8
Exhibit 22 12/31/17 Form 10-Q 345
8 Reporter and Notary Public within and for
9 9 the State of New York, do hereby certify:
Exhibit 23 11/8/17 e-mail to 362
10 Blakeley re: stop
10 That ROB ELLIN, the witness
payments bearing 11 whose deposition is hereinbefore set forth,
11 Bates No.
LXL_0365482 12 was duly sworn by me and that such deposition
12 13 is a true record of the testimony given by
Exhibit 24 10/6/17 e-mail from 368
13 Ellin re: shares 14 such witness.
14
frozen lawsuit next 15 I further certify that I am not
Exhibit 25 Texts from Ellin re 373 16 related to any of the parties to this action
15 shares
16 Exhibit 26 10/18/17 e-mail 393
17 by blood or marriage; and that I am in no
bearing Bates No. 18 way interested in the outcome of this matter.
17 BMO_0002159
18 Exhibit 27 e-mail from 399 19 IN WITNESS WHEREOF, I have
Muhammad re 20 hereunto set my hand this day of ,
19 delaying IPO
20 21 2020.
21 QUESTIONS MARKED FOR RULING: 22
22 Pages: 160
23 DOCUMENTS/INFORMATION TO BE SUPPLIED: 23
24 Pages: 106, 128, 186, 192, 214, 232, 24
244-245, 299
25 25 ROBIN LaFEMINA
Page 420
1 Confidential
2 ERRATA SHEET
3 CASE NAME: DANCO v. LIVEXLIVE MEDIA
DATE OF DEPOSITION: 10/22/20
4 WITNESS' NAME: ROB ELLIN
5 PAGE/LINE(S)/ CHANGE REASON
____/_______/_________________/__________
6 ____/_______/_________________/__________
____/_______/_________________/__________
7 ____/_______/_________________/__________
____/_______/_________________/__________
8 ____/_______/_________________/__________
____/_______/_________________/__________
9 ____/_______/_________________/__________
____/_______/_________________/__________
10 ____/_______/_________________/__________
____/_______/_________________/__________
11 ____/_______/_________________/__________
____/_______/_________________/__________
12 ____/_______/_________________/__________
____/_______/_________________/__________
13 ____/_______/_________________/__________
____/_______/_________________/__________
14 ____/_______/_________________/__________
____/_______/_________________/__________
15 ____/_______/_________________/__________
____/_______/_________________/__________
16 ____/_______/_________________/__________
____/_______/_________________/__________
17 ____/_______/_________________/__________
____/_______/_________________/__________
18 ____/_______/_________________/__________
____/_______/_________________/__________
19
________________________
20 ROB ELLIN
21 SUBSCRIBED AND SWORN TO
BEFORE ME THIS______DAY
22 OF_______________, 20__.
23 _______________________
NOTARY PUBLIC
24
MY COMMISSION EXPIRES__________________
25

106 (Pages 418 to 420)

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A 326:17 63:7 83:24 84:7 affairs 71:6 314:13,15

ability 196:20 accounts 278:4 99:18 104:11 affidavit 237:5 334:8 336:10
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208:19 352:24 229:14 217:2 247:22 263:4 342:11 368:24
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399:12,14 accurate 24:20 285:8 141:24,25 96:14 119:2,8
Abin 156:10 25:3,8 42:20,22 acumen 326:4 142:5,10 119:15 121:12
282:8 77:4 173:10 add 12:8 104:4 affiliates 141:16 121:23 129:11
able 21:6 42:15 182:19 236:6 207:20 280:15 141:18,20 129:20 130:2
42:25 61:2,19 241:2 262:14 added 79:11 142:12,25 130:24 131:5
124:6 155:6 262:15,15 139:7 143:17,20 229:16 321:22
196:11 197:18 314:9 327:7 additional 77:23 144:2,12,16 agreed 6:4 13:25
199:3 208:22 346:24 348:2 106:15 139:6 148:20 167:22 65:5 75:21
231:23,24,24 351:16,25 263:6 397:25 167:25 168:9 76:22 120:14
232:4,5 257:13 accusations 398:2 168:16 122:9 137:24
257:17 258:2 246:8,9 additionally affirm 235:21 163:9,11 238:2
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398:17 401:12 148:19 152:17 8:21 256:17 267:7 299:18,19
Ablovatskiy 204:15 admit 278:11 268:9 271:10 333:16,17,19
337:13,18 acquired 42:18 admits 157:16,16 271:17 278:14 336:4,24 356:8
338:8 418:6 71:17 93:25 admitted 161:13 417:10 358:22 382:13
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74:3 198:11 300:25 advance 152:2 afternoon 395:11 208:20,20
209:4 331:5 acquiring 102:6 advantage age 235:21 209:2
344:25 105:25 106:2 377:20 agency 319:11 ahead 10:25
accept 87:10 206:13 236:23 adverse 245:22 agenda 71:20 23:21 32:4
accepted 157:17 acquisition 34:21 245:24 246:19 agent 390:15 79:25 114:9
161:10 246:10 34:22,24 42:16 advisement 401:19 402:3,8 126:9 161:24
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accepting 88:13 92:9,14 99:12 128:18 129:9 405:23 408:2,4 168:6 176:2
accident 234:16 169:22 204:7 186:16,18 408:9 179:8 184:17
accompanied 8:4 255:14 327:7 192:20 214:7 agents 403:9 192:25 197:10
account 356:21 399:4 233:7 245:3,10 aggregate 82:14 203:17 204:3
359:2,4 acquisitions 65:2 299:22 300:2,4 ago 23:12 83:23 221:3 271:9,9
accountant 326:2 73:5 139:7 advisor 51:6 98:14,18 136:3 304:18 311:21
326:3 action 13:12 217:14 142:21 168:13 321:3,11
accountants 310:9 419:16 advisors 173:13 244:13 252:5 351:14 383:2
349:22 351:4 actions 266:10,12 174:20 181:19 285:3,23 294:5 409:6
accounting 326:6 271:24 312:3 advisory 216:10 295:24 297:11 aid 143:5
active 27:2 47:21 216:16,18 297:14,15 al 10:6,7 99:12
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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ALEC 3:10 267:21 219:23 220:4,7 144:21 152:22 262:14 267:13

alive 343:22 Andy 400:24 220:9,12,13,20 183:25 184:2 278:8 353:23
359:15 Angeles 296:16 220:25 221:3,4 193:20,21 356:6,20
allegation 301:3 anger 276:17 224:4 225:14 195:17 217:13 365:24
301:6,10 animal 282:11,19 226:17 229:9 219:18 220:19 apart 325:7
alleged 249:17 announced 37:15 230:5,6 243:9 225:16,17 357:3 358:25
300:12 38:2 72:2 98:17 244:2 245:6 230:4,11 402:25
allegedly 70:18 99:5 101:5,5,16 248:3,9,14,14 243:19 282:23 apologize 81:15
allow 386:7 106:11,16 251:9 254:19 291:6 306:13 101:7 214:19
389:23 217:25 254:21 258:5,6 313:4 362:17 218:13 352:12
allowed 57:11 answer 6:23 7:7 261:15 264:13 391:24 415:10 352:17
123:16 211:22 7:17,25 8:3,3,6 266:20 279:10 answering 46:15 apologized
297:21 304:17 18:10 23:20,23 279:20,24 57:22 58:22 302:10
315:6,10 28:15 36:14,16 280:7,7,13,16 88:10 128:3 app 108:25
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alongside 142:8 44:8 45:7,8,14 284:20 291:6,7 answers 76:3 10:21
146:2 45:22 46:24 293:12,14,17 78:15 313:11 appears 51:21
Alpha 310:15,20 53:4 57:6,19 293:18 296:23 386:17 415:11 172:13
310:21 417:15 58:16 65:22 304:13,14,15 anticipated apply 7:2
alphabetical 80:4,18,19,25 306:12,12,14 401:16 appreciate
19:22,25 81:2 84:19 307:5 310:11 anybody 146:2 311:25 394:7
alternative 91:10 92:23 312:4,7 313:3 221:21 229:10 apprised 91:11
258:18 93:6,24 96:21 315:7,10,11,12 376:7 approach 395:13
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212:9,11,12 100:12 111:12 322:19,21 305:4 45:24 382:21
215:2 119:20 122:21 323:12 336:22 APA 48:9,17,23 384:22 385:6
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American 265:17 131:22 132:24 349:17 351:14 90:8,12 92:12 411:6
amount 18:16 133:6,7,9,11,12 360:19 362:4 92:15 93:17 approval 231:19
98:2 116:22 133:13,14,20 373:18 383:3 98:19 100:24 231:21
119:3,9,16 133:21 134:5,8 384:24 387:15 101:10,22 approve 397:8,11
120:12,15 135:13 138:20 389:3,7,14,25 102:2,12,16 approved 122:20
121:13,24 144:22 146:11 396:11,12 103:16 113:24 231:15 335:5
122:9 125:16 150:2 159:14 402:11 404:14 114:13 188:8 395:16 397:2
129:13 130:25 160:2,10,12 406:5 407:8 188:12 193:7 approximately
131:6 180:3 161:2 162:11 409:11 193:10,15 121:9 268:3
183:20 185:20 162:18 164:17 answered 7:22 207:9 228:8 285:7
185:23 261:23 165:19 171:18 8:14 28:13 29:7 239:14 240:22 April 75:20
262:16 268:10 180:14,22 41:14 46:14 242:25 245:20 76:20 83:5,6
272:22 273:4,5 181:23 183:2,3 57:8,16 71:12 246:2 249:12 88:6 89:3,18,19
274:19 275:2,6 183:23 195:18 72:15 73:13,14 249:15,23 93:2 166:11
276:3 281:25 197:9 200:11 94:12 125:19 250:19,23 290:12
298:12 325:16 211:18 213:5 125:20 129:25 251:4,18 Arani 399:10
379:15 215:8,18 130:9,14 252:10,20 area 86:15
amounts 183:21 219:11,14,21 131:11 134:4 253:13 255:16 arguable 151:14
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arguably 265:7 160:23 161:17 92:2 95:18 81:4,7 318:8,18 auditors 243:7,8
argumentative 163:14 164:15 99:16 102:7 416:13,16,19 252:18,22
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307:4 309:17 225:2 226:9 117:4,15 49:24 324:15 349:22
313:8 387:14 238:11 243:18 151:18,19,20 attack 386:22 audits 324:23
393:24 404:13 247:23 248:7 151:22 152:14 attacks 328:7 authorize 82:2
406:4 407:4 293:16 296:3 152:16 153:20 386:17 333:8 338:12
Armond 264:21 352:24 355:20 227:10,15 attempt 119:25 364:6
arms 363:19 362:17 391:23 236:25 238:22 122:16,18 authorized 232:8
arose 251:17 397:3 415:9 281:20 316:12 130:2 131:6 average 183:5
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arrangements 34:21,23 44:6 316:22 317:5,9 258:16 396:6 48:25 63:17
241:12 46:8 52:20,22 317:11,12 attempted 70:20 71:3
arrest 291:25 53:9 54:21 319:19 325:8 120:12 208:17 80:22 92:5
arrested 292:4 55:17,19 57:14 336:24 347:11 211:19 257:8 119:21 120:7
arrive 251:25 70:4 79:6 94:10 assistant 400:2 attempting 139:5 130:4,5,6
arrived 148:24 100:16 108:5 413:8 attend 200:18 131:15 132:9
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artist 200:24 225:15 237:20 171:9,19,20 379:19 A-B-L-O-V-A-...
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artists 231:4 341:20 352:5 370:14 401:9 157:11,13 a.m 4:5,12 10:8
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aside 24:25 72:8 397:6 411:3 151:8 244:13 256:24 b 6:17 211:14,14
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29:6 34:8 46:14 asset 116:2 51:20 60:4 243:7,8 263:25 44:11 56:5 57:2
53:2,4,18 54:2 152:24 154:25 203:13,15 303:11 63:24 64:4,7
54:3 55:4 71:12 155:5 157:19 249:14 audited 255:17 67:3,19 69:3
72:15 73:13,14 236:17 238:12 attachment 49:7 324:15 325:21 78:12,23,25
111:11 125:19 388:3 50:16 56:3 auditing 325:4 79:8 80:9,13,16
131:11 134:4 assets 41:24 42:2 59:12 60:7,14 auditor 252:25 80:20 83:23
136:2 144:20 72:24 90:14 60:19 75:15 253:9 93:23 97:23
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98:13,15,18 389:10 395:15 banking 277:13 417:16,21,23 32:7,25 41:13

105:6 109:15 406:10 407:11 bankrupt 227:5 418:7,11,16 41:19 42:3
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208:24 209:13 253:11,15,24 156:3 242:14 228:16,21 351:16,18
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250:12 251:10 120:11,13,25 150:3 265:17 begins 10:3 95:4 152:14 153:11
252:19 254:10 121:11,23 399:8 190:20 376:9 194:25 278:17
255:10 262:19 122:7 125:12 basis 7:11 8:5 376:12 336:11 388:18
262:21 277:18 125:14 126:14 35:11 37:9 behalf 4:10 13:21 402:15,23
282:7,10 126:24 127:20 43:15 45:3,14 51:19,23 88:25 beneficial 195:4
283:15 298:20 320:4,10,20 70:21 93:17 170:25 171:4 beneficiaries
299:2,4,15 395:6,20 397:4 160:11 217:17 232:7 333:22 381:20
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309:9,10 311:8 404:17 405:16 310:5 329:6 411:6 274:21,22
316:6,8 324:24 406:13 408:21 357:21 369:19 behaves 222:8 390:2,16
327:23,24 409:11 basketball 200:5 behaving 222:10 benefit 196:21
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330:23 331:18 123:3 137:2,25 187:3,5,10,11 behavior 118:23 159:5,8
335:23 340:16 bankers 63:14 187:15,18 118:24 153:23 best 12:17 67:5
344:2 357:11 67:23 69:14 Bates 168:25 154:15 244:17 273:10 309:8
357:12 372:3 71:18 77:6,21 170:15 176:8 274:6 308:23 359:16 364:12
375:22 376:8 78:3 127:2 177:12 290:2 350:2,23 370:14
376:11 379:3,5 128:5 130:20 310:16 311:4 393:14 bet 339:15 388:6
379:7,8,12,22 135:20 156:18 332:20 334:16 belief 45:3 66:3 better 12:11,11
379:23 382:3,6 258:24 304:22 337:14 363:3 154:22 12:18 104:2
382:7,8 383:11 305:6 401:10 393:7 417:7,12 believe 24:23 332:3 362:21
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403:18 59:23 216:13 244:15 396:15 Braintree 356:21 200:20

Beverly 15:19 217:3 318:15 boards 276:22 359:2 broke 361:13
beyond 79:22 333:2 339:14 Bob 95:15 brand 267:19 broker 74:20
bidders 53:23 342:21,22 bold 23:6 126:13 Brands 211:25 75:2
bids 55:13 343:2 203:21 204:2,5 212:3,17 brokerage 33:24
big 84:4 211:12 Blakeley 339:6,7 Bonnaroo 219:3 213:12 215:7 43:18 132:5
227:14 324:11 339:15,16,18 219:21 224:5 215:24 216:4 305:16
350:22 403:10 340:8 343:19 book 311:15 Brazil 214:25 brokers 43:20
bigger 197:23 356:25 357:4 booked 254:9,10 breach 223:11 74:21
272:23,24 357:14,15,22 booking 326:11 333:18 336:3 Brooks 169:17
385:13 358:12,21 326:12 358:21 209:24 277:24
biggest 40:14 361:2 362:4,22 books 341:5 breached 241:13 312:20,22
192:5,6 197:24 363:2,7,17 borrowed 281:23 367:20 314:22
198:3 240:2 364:4 365:9 bottom 59:21 breaches 267:8 brought 120:23
265:16 274:22 394:16,17 66:18 103:13 267:13 201:25 210:5
281:2 343:21 418:10 170:14 176:9 break 85:10 86:3 229:13 268:20
390:2 396:13 Blakeley's 358:3 203:11 314:4 86:6,8,14,16 275:5 296:16
bill 84:4 160:8 359:14 322:5 347:7 94:16 123:9,13 301:13 302:4
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372:25 385:13 217:5 400:24 124:10,12 303:21 308:6
385:15 blame 358:15 bottom-most 139:9,11,23,25 Brown 232:12
billboard 169:17 blank 289:18 75:18 363:10 177:4 188:21 bucket 14:19
206:25 209:25 blathering 280:5 bought 50:14 189:2,12 190:5 buddy 313:23
218:11 312:21 blocked 208:21 72:23 96:24 223:22 269:9 314:2
billion 200:13 377:14 97:24 99:16 269:11 270:11 build 206:12
272:18 277:7 blood 419:17 115:8,9,12,12 270:13,16,16 276:6
278:16,17 Bloomberg 278:2 116:3,5,21,25 271:6 297:11 building 206:3,4
281:6,8 307:9 blow 105:11,12 144:8,13 328:12,13 206:4,11,12,14
312:11 314:16 blowing 93:22 146:21 149:15 375:20 385:16 307:7 308:20
396:15 BMO 82:13 151:18 153:19 393:12 410:6 308:20,21
billions 307:21 84:10,10 153:20 179:11 410:12 411:5,7 built 198:15
bills 108:8 129:16 134:15 198:7 201:24 breaks 124:17,20 277:5
113:11 118:11 264:11 268:18 206:9 227:9 177:21 264:25 bullshit 370:13
118:24 156:7 277:13 325:22 236:25 237:19 breath 362:6 bunch 216:11
158:4,21 391:11 396:10 316:12,16 brief 94:24 312:25 359:17
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343:19 361:5 409:15,16 218:11 brilliant 63:25 309:6
362:7 373:3,4 BMO_0002159 Bowe 350:16 258:21 burying 198:10
bit 306:23 406:9 393:7 418:17 Bowl 199:14,19 bring 123:2 business 71:6
biz 105:7,24 Bo 354:6,10 200:4 201:19 132:13 196:12 72:24 104:10
blackmail 369:21 board 154:12 201:20 268:16 302:16 107:13 113:10
371:18 216:10,16,18 Boy 246:7 250:14 306:20 113:22 115:8
Blake 3:10 50:3 232:20,21 251:2 364:15 broad 229:9 115:10,13,21
51:17 52:8 54:5 239:11 240:4 brain 74:18 Broadway 5:6,14 115:25 116:7
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116:13,15,18 businessperson 112:14 114:20 capability 141:7 142:24 143:9

117:2,5,13,15 160:20 128:8 156:10 capacity 386:5 143:17 144:18
117:24 118:13 business-wise 156:11 161:15 capital 82:13 150:5 166:21
118:14 153:3,4 229:13 161:15 162:4,4 84:14 120:24 167:23 169:24
153:8,10,14 busy 76:9 162:15 186:12 127:3 130:18 173:2,21
154:9 155:7,20 buy 41:25 58:13 186:21 192:14 135:24 167:9 174:24,25
192:5 194:14 72:22 88:14 223:20 225:3,8 259:13 276:7 175:5,5 180:25
194:18 195:2,4 91:19,19 96:23 226:10,22,25 396:19 399:8 181:10 183:17
195:13,14,15 96:23 99:14 244:18 269:12 401:13 227:23 228:4
197:19,21,22 117:4,13 273:19 282:14 capped 275:19 236:10 237:24
197:23 198:17 140:25 151:17 286:4,6 299:17 caps 363:18 casino 154:3
201:8,13,14,14 194:24 237:16 361:2,9 383:16 caption 235:20 392:25
201:25 202:3,7 238:19 316:11 383:17 384:11 card 208:20 casinos 240:3
202:8,9 206:3,4 321:20 325:9,9 384:13,16,19 211:24 356:7 284:10 349:13
206:5,5,7,10,20 325:10 355:14 384:25 385:4,7 356:11 359:3 370:8
209:22 224:23 355:21 381:17 385:10 359:21 catalogue 104:18
226:23 227:4 buyer 201:9 called 16:13 66:2 cards 152:9 catalogued 24:18
227:14,16 buyers 194:2 66:4 70:22 care 206:16 category 319:10
228:14 229:11 201:11,12 71:24 92:8 95:8 360:2 366:12 cause 7:23
229:15 237:2 274:7 95:17 96:25 366:16 272:17 329:17
237:16 245:23 buying 92:2 153:2,5,6 191:6 cared 154:24 333:15 338:24
254:22,24 105:10 117:14 227:15,17,19 career 311:12 369:15
263:21 267:11 117:15 145:6 227:20 306:2 careful 371:19,19 caused 118:12
267:14 272:16 276:25 325:5 356:21 370:8 carefully 55:9 153:16 263:21
273:14 274:18 348:23 calling 85:17,23 Carlton 303:13 266:9 268:11
275:6,25 276:2 buys 146:5 110:19 112:22 303:17 306:17 273:12 274:24
276:6 282:10 buy-out 237:9,25 147:9 254:16 carpet 212:11 277:11 281:13
284:6,7 292:17 B-A-K-S-A 263:8 276:12 carry 104:18 284:15 343:6
298:20 302:3 167:14 calls 23:16,22 carved 30:13 397:24 398:15
311:12 316:14 26:12 35:10 case 1:5 13:10 404:7
316:15 319:12 C 38:9 39:8 62:19 14:12 43:4 causing 329:19
319:18 325:6 c 1:2 5:2 6:17 63:4 65:21 60:24 91:2 caution 41:6
327:10,22 220:21 415:2 146:10,23 158:9,13 CDBC 3:11
339:14,17 419:2,2 149:25 161:20 159:10,17 cease 342:7,13
340:24 343:5,5 cable 17:17,25 270:12 277:24 160:6 166:15 cell 32:12 286:14
343:22 344:8 Caesars 37:7 278:2 311:20 175:24 213:11 287:22 331:14
349:12,25 116:9 153:13 336:8,21 255:9 266:6 central 400:7
357:16 358:17 154:2 240:2 360:16 365:13 280:10 289:25 CEO 16:9 103:23
359:6,10,13,21 263:11 273:22 370:3 373:14 290:9,10 191:5 263:19
360:6,9 361:4 281:8 359:12 413:9 291:16 298:22 316:13 329:2
364:10 367:2 cahoots 308:25 Canada 64:16 299:8,20 351:2 383:12
387:12 California 15:19 73:20 74:6 327:18 368:23 387:9
businesses call 31:14 70:24 candidate 71:17 380:22 386:14 CEOs 155:12
116:12 155:21 75:20 85:7 candidly 117:3 417:11 420:3 383:14 384:10
155:21 205:20 103:25 106:18 253:18 406:6 cash 82:18 385:20,21
205:20 318:22 110:8 112:12 candy 227:11 140:18 142:12 certain 55:4
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119:3,9,16 324:11 420:5 397:7,10 cleared 371:9 413:7

120:12,15 changed 60:20 choose 408:10 clearer 352:16 clients 40:14
125:16 129:12 changes 67:6 chose 274:6 clearing 403:13 254:14 335:21
130:25 131:5 245:22,24 chronological clearly 8:18 360:10
145:7 150:15 246:19 172:12 177:10 33:23 34:4 client's 110:16
150:16 339:20 channel 17:16,19 177:19 178:6 38:19,19 43:22 cliff 325:6
378:7 408:11 17:24,25 18:3,5 chronology 48:21,24 52:4 close 25:13 33:19
certainly 42:3 18:8,14 177:17 57:16 58:6 35:9,9 36:18
51:22 62:9 64:3 characterization chump 110:13,16 64:20 69:14 37:6 44:23
70:14 71:2 40:23 57:20,21 110:19 111:15 74:5 75:25 63:20,21 64:24
72:17 99:10 105:20 128:14 111:18 112:19 83:25 87:14 64:25 68:16
101:3 147:10 128:15 161:7 112:23 113:2 102:10 168:8 75:23 76:23
147:11 197:12 165:22 254:17 cities 123:6 127:4 188:10,12,17 77:25 80:20,24
213:19 236:21 characterize Civil 6:18 206:15 246:5 84:16 87:15,16
236:21 240:14 255:6 CL 3:10 255:13,13 87:17,21,23
240:14,16 characterizes claim 39:15 256:23 275:10 88:14,18 96:18
241:11 243:10 159:4 262:25 295:8 380:10 323:19 352:21 97:6 99:12
247:12 256:9,9 266:17 380:15 388:21 401:11 106:4 212:16
263:13,15,15 chart 318:21 claimed 43:20 402:16 214:13 215:6
265:15 266:2,2 323:9 155:8,15 160:7 client 33:21 215:15 216:14
272:7,7 335:17 chasing 224:13 308:13 370:11 37:14 38:19 258:14 264:15
358:16 cheated 361:16 claiming 72:3 43:17 48:17 265:3 267:5
Certified 4:14 377:20 79:12 84:2 57:13 70:16 357:18 370:7
419:7 cheating 153:17 91:22,24 182:2 71:22 72:4 390:22 391:7
certify 415:4 337:8 claims 79:5 74:11 84:6 392:7,14,16
419:9,15 check 49:15 clarification 91:18 92:7 395:12 396:14
CFO 358:14 70:13 282:16 256:5 93:10 101:18 396:24 397:11
chain 59:21 354:12,13 clarify 27:16 112:23 132:4 397:15 398:9
66:11,16 75:18 checks 154:5 128:16 218:12 136:21,22 398:18 402:15
75:19 103:9 361:25 283:25 145:18 150:21 403:4,23 404:3
108:15,18 cherry 245:4 class 83:15 157:15,16 404:21,22
163:2 207:4 chess 63:9 64:3 clean 358:20 161:10 169:5 405:11 406:11
318:8 320:25 69:7 398:25 clear 7:9 8:4 13:4 169:10 188:14 406:13,14
363:9,25 Chicago 97:25 13:6 27:21 196:8 205:15 407:12,15
368:23 400:9 105:10 106:17 37:22 55:16 205:19 207:15 408:19 409:9
416:17,21,22 child 382:15 75:5 91:13 209:15 217:25 closed 34:22,24
417:5,8,18 383:17 130:20 165:2,4 220:21,24 36:2,4,8 37:3
chair 222:7 children 87:25 208:25 277:20 222:16 240:6 37:12,15 42:8
385:16 358:3,6 382:16 335:19,20 244:2 259:15 48:3 70:15 71:2
chairman 15:23 382:19,20 352:15 364:17 305:11,20 71:3,3 84:12
16:7 383:13 China 211:25 367:20,21 323:2 378:25 90:9,14 92:9,10
387:9 212:3,10,16 370:6 371:6 379:3 383:21 92:11,15 93:17
challenge 248:20 213:12 215:7 377:13 382:13 384:6 385:22 93:21,24 97:5
249:7 215:24 216:4 385:14 398:8 387:20 393:17 116:11 131:7
change 46:21 choice 303:25 clearances 394:5 399:14 214:8,16,20
68:10 95:19 355:24,25 232:17 403:18 411:4 264:15,17,18
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274:18 340:14 collaborated 331:15 362:2 205:3 210:16 160:4 161:12

341:7 391:2 354:16 364:15 366:4 211:24 252:7 168:15 175:10
392:6 396:21 collapse 356:16 367:8,12 393:2 263:10,12 184:20 185:16
399:3 403:23 collapsed 227:8 411:7 413:9 265:16 273:21 186:11 191:6
405:15,16,18 collapsing 201:12 comma 352:11 273:21,23 198:7,10,19
405:19 316:13 352:12 277:6 296:17 209:5 217:4,16
closes 38:6 collects 152:7 commencing 303:14 304:22 227:19 228:15
closing 29:15 column 56:7 4:11 304:23 305:7 232:13 236:23
32:20 33:15 58:23 169:20 comment 165:6 307:7,21 237:19 238:19
34:10,14,20 169:21,24,25 comments 7:15 316:17 383:15 238:22 239:8
35:3 36:2,5 170:4 171:24 52:7 383:25 384:9 259:12,13
37:3,6,12,25 172:5,11 commerce 384:12 260:6,7 261:4,4
38:21 42:7,10 174:10 178:25 319:11 company 3:10 264:8,8 265:18
43:11,23 44:2 179:3,25 COMMISSION 16:12,17,22,25 272:16 273:17
44:13,16,18,21 318:22 319:9 420:24 17:3 18:15 277:6,7,23
45:4 65:15 columns 319:13 commit 129:21 24:21 40:3,12 278:15 280:24
67:14 68:10 combination 131:8 208:17 40:12 41:21,23 281:7,8,14,19
69:19 72:12 401:4 commitment 41:25 42:2 284:5,14 297:9
81:2 82:19,25 come 38:16 59:14 132:10 274:2 44:23 47:22 300:14 307:8,9
84:11,15 90:20 69:3 77:12 361:14,14 48:3 50:19 307:9 312:9
90:25 99:7,25 83:19 84:17 committed 107:5 51:20,24 60:22 314:16 316:12
100:8 215:24 139:23 164:23 253:4 63:18,22 64:16 316:23 319:6
239:14 240:22 165:6 168:14 committing 64:16,19 67:11 320:6,8 324:3
245:20 249:11 189:14 190:3,6 125:15 189:20 68:23 70:24 324:14,23
251:18 252:9 196:25 216:9 common 59:2 72:3,20,23 329:20 336:13
262:13 269:3 216:15 220:11 82:24 83:15,17 73:20 74:6,13 343:17 344:4,5
340:17 409:14 244:9 246:21 154:10 196:9 74:16 76:15 347:23 350:24
clown 114:20 246:23 268:9 202:10 217:25 77:7,8 88:15 353:10 356:21
117:7 269:3 277:18 403:2 91:20,21,23,24 358:7,8,9
club 3:11 197:22 302:8 306:18 communicate 92:9 93:2,14 362:12 365:10
clubs 116:16 309:13 327:23 90:24 94:6 95:7,11,11 367:4,22
284:9,11 327:23 328:13 communicating 95:14 96:12,15 371:17 377:20
349:12 331:9 375:22 8:10 99:14 105:8,9 377:21 378:18
clue 105:21 381:24 410:16 communication 105:25 106:3 379:5,6,10,10
150:20 228:7 411:8,25 8:12,17 35:4 107:22 113:19 379:12,22
250:11 326:25 comes 308:12 36:25 115:9,10,15 381:5 382:6,7
327:3 409:24 309:3,3,4 communications 118:4 120:2,2,5 383:13 387:10
409:25 comfortable 4:10 11:16 120:23,24 387:19 388:13
CMAs 199:23 12:25 35:18 36:12 122:5 132:15 396:15 398:25
Coachella 199:10 coming 30:21 106:21 141:4,9,15 399:7,8,10,12
218:18 224:10 42:5 154:4,5 community 142:19,20 401:17
coaching 78:8,10 156:8 186:21 273:3 288:3 143:13 146:6 company's 78:3
cockroach 196:22 216:17 companies 25:20 147:13,13 355:25
383:18 234:19 273:18 28:5 68:8 150:25 151:18 compare 100:7
Coldplay 230:18 276:13,14,20 107:10 155:13 154:10 157:12 Complaint 14:23
232:14 233:4 277:2 327:5 160:14 196:19 158:2 159:25 295:13 300:6
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379:25 417:14 concludes 413:25 65:1 66:1 67:1 169:1 170:1 261:1 262:1
complaints conclusion 26:12 68:1 69:1 70:1 171:1 172:1 263:1 264:1
276:20,21 38:10 39:8 71:1 72:1 73:1 173:1 174:1 265:1 266:1
277:2 146:10 336:8 74:1 75:1 76:1 175:1 176:1 267:1 268:1
complete 8:8 336:22 77:1 78:1 79:1 177:1 178:1 269:1 270:1
155:11 258:24 conclusions 80:1 81:1 82:1 179:1 180:1 271:1 272:1
275:15 351:6 351:11 83:1 84:1 85:1 181:1 182:1 273:1 274:1
361:15 363:25 condition 236:16 86:1 87:1 88:1 183:1 184:1 275:1 276:1
415:8 236:20 237:8 89:1 90:1 91:1 185:1 186:1 277:1 278:1
completed 237:23,25 92:1 93:1 94:1 187:1 188:1 279:1 280:1
101:23 102:4 238:5,12,14,18 95:1 96:1 97:1 189:1 190:1 281:1 282:1
131:20 361:15 238:20,20 98:1 99:1 100:1 191:1 192:1 283:1 284:1
completely 183:3 conditional 84:15 101:1 102:1 193:1 194:1 285:1 286:1
184:6 227:8 conditions 77:14 103:1 104:1 195:1 196:1 287:1 288:1
351:24 393:17 106:5 105:1 106:1 197:1 198:1 289:1 290:1
compliance 1:4 conduct 6:9 107:1 108:1 199:1 200:1 291:1 292:1
6:20 393:14 220:13 267:8 109:1 110:1 201:1 202:1 293:1 294:1
complicated 336:2 375:13 111:1 112:1 203:1 204:1 295:1 296:1
302:6 380:20 113:1 114:1 205:1 206:1 297:1 298:1
complimenting conducted 13:11 115:1 116:1 207:1 208:1 299:1,24 300:1
313:9 conducting 117:1 118:1 209:1 210:1 301:1 302:1
COMPUTERS... 324:23 119:1 120:1 211:1 212:1 303:1 304:1
3:10 confident 366:23 121:1 122:1 213:1 214:1 305:1 306:1
con 305:17 306:2 confidential 1:8 123:1 124:1 215:1 216:1 307:1 308:1
355:15 377:3 2:3 3:1,14 4:1,8 125:1 126:1 217:1 218:1 309:1 310:1
382:13 385:22 5:1 6:1 7:1 8:1 127:1 128:1 219:1 220:1 311:1 312:1
conceal 239:15 9:1 10:1 11:1 129:1 130:1 221:1 222:1 313:1 314:1
240:8 12:1 13:1 14:1 131:1 132:1 223:1,10 224:1 315:1 316:1
concealed 240:23 14:10,21,22,24 133:1 134:1 225:1 226:1 317:1 318:1
241:23 242:11 15:1,2,4,8 16:1 135:1 136:1 227:1 228:1 319:1 320:1
245:21 249:13 17:1 18:1 19:1 137:1 138:1 229:1 230:1 321:1 322:1
252:11 300:13 20:1 21:1 22:1 139:1 140:1 231:1 232:1 323:1 324:1
300:17 23:1 24:1 25:1 141:1 142:1 233:1 234:1 325:1 326:1
concerned 280:9 26:1 27:1 28:1 143:1 144:1 235:1 236:1 327:1 328:1
367:5 29:1 30:1 31:1 145:1 146:1 237:1 238:1 329:1 330:1
concerning 71:8 32:1 33:1 34:1 147:1 148:1 239:1 240:1 331:1 332:1
106:22 213:11 35:1 36:1 37:1 149:1 150:1 241:1 242:1 333:1 334:1
298:22 38:1 39:1 40:1 151:1 152:1 243:1 244:1 335:1 336:1
concerns 243:11 41:1 42:1 43:1 153:1 154:1 245:1 246:1 337:1 338:1
concert 344:20 44:1 45:1 46:1 155:1 156:1 247:1 248:1 339:1 340:1
348:9,12 47:1 48:1 49:1 157:1 158:1 249:1 250:1 341:1 342:1
concerts 23:6 50:1 51:1 52:1 159:1 160:1 251:1 252:1 343:1 344:1
24:16,18 56:10 53:1 54:1 55:1 161:1 162:1 253:1 254:1 345:1 346:1
58:11 194:22 56:1 57:1 58:1 163:1 164:1 255:1 256:1 347:1 348:1
226:24 59:1 60:1 61:1 165:1 166:1 257:1 258:1 349:1 350:1
concluded 348:6 62:1 63:1 64:1 167:1 168:1 259:1 260:1 351:1 352:1
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353:1 354:1 confusion 28:7 348:8,11,22 98:6 122:8 173:13 201:2

355:1 356:1 conjunction 349:10,23 214:10,12,17 208:9
357:1 358:1 339:15 351:16 215:13,22 convict 292:23
359:1 360:1 connection 119:4 consumers 274:8 231:17 241:19 293:4,20
361:1 362:1 119:10,17,18 276:24,24 243:14 275:13 convicted 284:18
363:1 364:1 120:16 121:13 contact 112:10 367:21 285:16 289:5
365:1 366:1 121:24 129:13 contempt 166:3,7 contracts 80:23 290:19 293:6
367:1 368:1 131:2 160:20 220:11,22,24 213:18,20 conviction 285:8
369:1 370:1 171:13 291:24 220:25 232:16 239:16 285:10 286:17
371:1 372:1 298:6 contemptuous 240:9,15,15,24 287:6,25
373:1 374:1 consciously 164:20 165:20 241:6,11,16,25 288:25 292:2
375:1 376:1 360:24 220:12 242:2,5,10,18 convictions 289:2
377:1 378:1 consent 8:12,23 content 206:13 242:20 243:5 289:22 291:20
379:1 380:1 consider 191:12 206:14 229:22 244:20 245:7 convicts 292:10
381:1 382:1 292:23 293:3 231:6 232:9 245:16 275:7 292:13,18
383:1 384:1 293:19 307:19 401:14 contractual COO 364:10
385:1 386:1 341:3 contents 17:17 122:15 213:18 cooperation
387:1 388:1 consideration 319:11 contractually 189:23 374:11
389:1 390:1 58:24,24 60:3 context 68:5 122:18 cooperative
391:1 392:1 60:11 82:18 continually control 20:5 393:19,21
393:1 394:1 83:11,14,17 182:12 142:8 303:15 394:6,9
395:1 396:1 148:22 149:10 continue 53:24 406:13 copied 50:5
397:1 398:1 149:12,18 57:4 62:15 controller 358:14 59:25 363:24
399:1 400:1 150:14,16 67:13 93:22 controller/CFO copies 72:19 73:3
401:1 402:1 166:21 340:20 106:13 139:10 340:9 copy 74:19 110:8
403:1 404:1 considerations 164:2 188:22 controls 273:3,5 210:11
405:1 406:1 341:14 188:24 223:5 conversation Corp 3:9 51:19
407:1 408:1 considered 44:18 274:6 304:17 47:2 74:4 84:9 51:24 148:17
409:1 410:1 44:21 146:18 305:7 386:7 227:3 228:14 148:21
411:1 412:1 210:15 266:19 387:24 268:20 correct 16:3,5,6
413:1 414:1 341:15 354:6 continued 15:14 conversations 30:5 33:16
415:1 416:1 consist 82:17 22:11 62:24 37:5 41:7 57:4 38:23 40:18
417:1 418:1 consistent 54:6 65:18 71:15 67:21,22 68:6 43:25 44:12
419:1 420:1 319:20 369:19 93:4 95:6 71:18 205:16 51:15,24 74:7
confidentiality constituted 109:22 140:14 223:25 257:3 75:2 76:20
1:4 7:19 14:11 338:16 154:6 162:21 369:17 77:22 95:25
223:11 299:19 constitutes 45:4 163:7 190:22 conversion 104:20 113:19
confirm 337:4 335:9 202:3 271:5 174:18 142:14 165:12
395:12 constraints 89:8 328:24 357:21 convert 182:20 173:22 200:9
confirmation consultant 58:19 376:14 196:16 201:10 225:8 236:10
110:5 consultants continuing 67:24 208:3 210:16 237:11,22
Confirming 173:13 181:18 91:12 155:24 210:20 243:16 254:24
190:12 consultation 225:20 converted 179:21 255:3,6 257:9
confirms 223:7 82:12 contract 25:17 181:19 182:22 257:14 285:22
confuse 105:22 consumer 344:11 27:7 28:3,9 194:5 286:9 287:14
confusing 105:22 344:15,19 29:10,12 97:10 converting 296:18 301:11
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310:21 319:23 7:21 10:13 11:9 creative 229:10 customers 116:8 daily 357:21
326:13 345:15 13:12 78:24 credible 357:23 117:20,21,23 damage 116:18
345:20 346:19 79:7 80:7,8 credit 152:9 151:23 156:2 118:4 153:16
358:22,24 108:24 113:3 208:20 211:24 156:14 194:5 155:25 244:14
376:23 378:10 123:23 124:22 304:25 356:7 194:10,12,17 250:12 258:12
378:11 388:16 130:7,22 356:11 359:3 196:7,10,12,16 258:13 263:7
415:9,13 137:15 138:10 359:21 196:22 198:20 263:14,22
corrected 351:7 158:23 159:6 creditors 183:9 199:2 201:15 265:14,24
cost 183:5 266:12 161:5,8 162:19 261:18,24 202:4 207:25 266:7,22,24
277:9,10,11 165:16,24 262:16 268:8 208:21,25 267:17 268:17
359:17 167:3 169:9 388:5 209:11,14 268:18 274:24
costing 343:17 182:12 220:9 crime 284:18 210:16,17,20 281:13,24
costs 304:3 221:8 223:20 criminal 154:11 210:25 211:2 282:5,5 283:11
counsel 10:20 229:5 327:19 196:9 202:10 211:13,13 284:2,12,13,15
18:18 41:8 95:5 328:4 337:21 218:2 274:6 239:22 240:17 329:20 350:23
124:21 134:7 337:23 373:10 287:5 289:2,25 246:16 262:7 369:15 397:23
190:21 214:5,6 385:5,8,10 290:9 293:6 263:8 267:10 damaged 115:11
247:16 248:2,4 386:15,19 417:11 274:9 276:8,21 367:21 377:21
248:5,13,16,17 389:22 410:17 critical 268:17,17 279:14 280:17 damages 39:15
257:4 271:4,6 412:18 277:20 303:10 280:21,23 239:13 277:12
306:2 313:16 courthouse 387:16 282:22,24 damaging 265:21
328:8,22 291:11,19 crook 377:4 283:6,7,7,8,21 273:23 277:4
368:25 373:11 cover 50:18 382:13 283:24,25 344:3
376:12 386:18 119:23 120:9 crooked 136:21 284:4,13 damn 156:13,15
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count 278:24 182:25 cross 359:7,8 342:15,16,16 245:25 249:12
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counted 268:7 COVID 349:3,8 91:13 130:20 344:14 348:23 267:9 420:3
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country 200:21 crazy 323:15 227:10 316:18 C.P.L.R 6:7 7:4 211:3,5,16,18
381:22 379:15 381:23 316:18,19,20 7:12,25 211:21
County 3:3 381:24 316:22 363:20 date 22:18 29:22
296:16 419:5 create 164:24 currently 15:20 D 46:17,25 47:7
couple 174:24 182:16 153:15 160:13 d 1:2 5:12,16 49:8 59:13
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413:15 284:3 320:5,8 196:25 240:4 418:2 100:24 101:9
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379:12 creating 307:20 282:7 283:25 dad's 147:9 106:12 108:17
court 1:5 3:2 375:8 358:19 365:2 269:20 148:5 163:3
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363:4 368:17 396:25 403:14 259:12 264:25 106:5 117:25 276:8,9
373:24 377:10 415:19 419:20 265:5,25 267:5 147:19 153:24 defrauded
393:9 397:6 420:21 269:3 272:8 156:5 198:20 315:20
399:22 400:6 DAYLIGHT 297:25 340:10 275:8,10,11 defrauding 314:6
400:17,18 3:11 385:21 392:7 302:11 362:7 degree 44:20
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dated 31:13 50:4 41:20 48:4 396:21 398:6 decides 276:8 397:18 409:13
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73:24 88:11 63:16 64:9 233:3 252:6 13:20 255:25 demolished
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53:24 55:3,9,24 98:6 99:7 23:2 24:21 25:2 300:12,21,23 8:10 10:4,9
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13:19 14:9,10 65:11 103:4 105:23 DISCLAIMER 157:15 158:3
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depositions 6:9 dial 330:22 276:17 282:19 68:18 92:5 17:12 212:4
13:9 54:14 331:18 317:2 387:20 103:4 146:7,13 229:21
depreciated dialogue 99:10 406:2 407:10 146:16 147:16 division 96:24
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designation 1:6 die 69:15 17:25 18:5 discuss 41:7 60:5,8,12 85:12
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desk 121:6 359:8 355:20,23 188:18 370:16 187:21 228:21 125:24 127:19
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224:23 316:13 325:23 326:10 303:12 dismiss 380:4,8,9 320:19,23
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deterioration 37:13 53:2 disbarred 93:10 266:18,19 345:22 346:11
267:13 55:23 56:4 64:6 145:18 305:20 290:13 350:10 400:16
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206:20 257:18 drop 408:11 405:13 407:17 303:14 319:3 88:24 89:1 90:1
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105:1 106:1,20 185:1,19 186:1 269:1 270:1 339:1 340:1 413:1 414:1
106:25 107:1 186:23 187:1 271:1,7 272:1 341:1 342:1 415:4,16 416:5
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109:1,23 110:1 190:1,23 191:1 275:1,16 276:1 345:1,3,6,7 417:4,10 418:4
111:1 112:1 192:1,16 193:1 277:1 278:1 346:1 347:1 418:13,14
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131:1 132:1 214:1,8 215:1 295:12,16 364:1 365:1 311:16
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144:1 145:1 227:1 228:1 306:1,9,15 373:23 374:1 250:14 277:10
146:1,4 147:1 229:1 230:1 307:1 308:1 375:1 376:1,15 336:14 350:25
148:1,2,3,7 231:1 232:1 309:1 310:1,6 376:16,21,21 360:13 387:20
149:1 150:1 233:1,17,19,20 310:14,15,19 377:1,23 378:1 employer 15:22
151:1 152:1 233:22,22 310:19 311:1,6 379:1 380:1 employment
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162:1,23,24,25 242:1 243:1,16 318:10,13 389:16 390:1 347:12,16,20
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281:24 298:2 356:17 377:10 220:6,16 148:7 154:20 418:4
325:5 exactly 42:12 221:25 304:13 162:24,25 exist 95:12
ERRATA 420:2 50:8,9 72:16 406:18,18,18 166:10 168:23 171:14 213:19
error 7:11 77:3 118:20 execute 25:16 168:24 172:8 214:2 264:3
255:13 122:13 127:23 28:3,9,18 97:10 175:15,23 381:25
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340:5 255:11 263:2 242:12 246:17 202:12 207:3,4 existing 83:18
ESPN 206:11 263:14 286:7 353:23 233:13,17,19 exists 212:8
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194:18 210:22 236:12 361:3 363:2,24 268:12 301:17 307:14

expanded 349:2 261:13 262:24 363:25 364:4 facts 279:13 368:4
expect 42:14 266:16 291:3,4 365:7 368:15 281:16 296:22 father 86:21
164:22 336:8,21 368:22 369:5 307:3 favorite 200:24
expectation 339:24 343:14 392:22 393:7 faded 119:6 favoritism 365:2
46:18,21 48:12 356:13 360:16 395:4 398:14 fail 239:15 240:8 February 31:13
expectations 373:14 378:13 399:20,25 241:7 245:25 31:17,20 32:18
42:14,24 409:4 400:9,15 401:6 249:22 42:21 43:4
expected 47:8 extra 84:2 87:22 401:15,24 failed 87:20 46:11 47:7 50:4
expense 254:16 extremely 206:8 404:8,17 131:16,17 59:22 61:21
expensive 408:18 258:21 268:19 406:10 407:13 240:24 241:24 66:17,19 67:10
experience 200:2 277:16,19 407:18 408:22 242:11 243:15 68:11 69:17,21
265:5 303:23 314:22 409:2,16 245:21 249:13 76:12,17 84:24
expert 34:3 43:21 eyes 169:7 413:17 416:8 252:11 370:18 90:19 91:14
70:17 150:22 222:24 416:12,14,17 381:7 96:23 97:2,3,5
266:23 e-mail 21:7,15 416:18,20,21 failing 276:2 97:9,15,25
expertise 256:6,8 22:16,21 23:2,8 416:22 417:5,8 316:15 99:24 100:21
expires 67:4 24:2,11 37:10 417:17,18 failings 160:19 101:9 108:19
420:24 49:5,20 50:2,7 418:9,12,16,18 failure 160:22 109:24 112:18
explain 79:16 50:17 51:16,17 e-mailing 207:21 267:20 114:12,17
170:3 194:25 52:8 55:24 e-mails 24:6 fair 365:19 134:13 345:23
195:20,22 59:10,21 60:9 67:18 76:17 fairly 189:7 346:18
286:5 60:18 66:10,16 154:4,5 270:4 365:16 February/March
explained 353:7 66:18 68:6,15 275:11 361:17 fairness 340:2 353:11
explanation 69:5,20,23 363:9 fake 182:12 Fed 116:10 118:3
137:10 71:14 72:9 183:2 277:22 154:4 156:8
exploded 349:5,6 75:14,18,18 F 323:14 353:16 239:24 276:13
349:7 350:21 76:6,8 77:19 F 1:2 20:5 419:2 355:16,17 282:16 361:25
explored 67:24 88:21,24 89:11 face 12:5,7 381:4 379:19 403:19
expression 89:19,21 90:3 Facebook 192:8 faking 305:16 feed 104:18
390:13 91:14 92:17 192:11,17,22 fall 385:16 207:21
extend 288:13 103:8,14,17 192:24 193:3,5 false 136:7,11,12 feedback 330:8
extended 62:7 108:15,18,23 fact 22:25 32:25 215:9,12 330:12
288:7,8 340:11 109:23,25 76:18 78:2,6 301:10 389:18 feel 112:25 125:3
extensive 25:20 110:2,7 111:19 83:4 88:13 family 186:24 258:20 293:24
27:3 28:5 111:19 126:10 98:11 151:24 187:4,5,6,9,10 358:2
extensively 71:5 127:21 128:5 153:2 182:3 187:11,15,18 feeling 124:25
extent 7:12 14:19 128:10,16 202:6 208:19 401:15,25 feels 200:15
15:4 27:12 129:6,8 135:17 260:5 274:22 405:4,20 fees 164:22 165:3
35:21 38:9 39:8 138:19 162:25 276:12 304:20 409:20,21,23 165:6,14,16
91:8 117:10 166:11 183:14 348:25 386:6 fan 199:11 325:17 326:12
146:9 149:21 202:13 204:5 390:8 396:5 Fantastic 412:18 326:24
149:25 152:20 204:21,23 405:23 far 344:7 feigned 312:2,7
159:4 161:20 207:4,8,10 factor 344:21 fashion 365:19 fell 184:18 187:7
161:21,22 318:7,7,17 348:13 379:4,13 309:5 325:6,7
168:5 210:19 320:25,25 factors 242:15 fat 195:7,20 402:25
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felt 62:10 116:5 37:25 38:21 finalize 44:23 329:17 335:13 269:9
116:17 407:18 39:4,14 40:2,14 229:21 336:12 338:23 five-year 97:20
festival 88:2 41:20 42:3,4 finally 97:24 343:3 fix 116:17 155:23
116:16 195:10 43:24 45:10 154:7 firm 43:19 102:8 283:12
195:25 197:21 68:17 87:18,20 finance 120:2 132:5 158:9,12 fixed 116:14
198:25 199:3 95:16 102:23 financed 63:22 166:15 185:12 347:11
200:3 218:23 102:25 110:23 63:23 305:16 310:7 flags 264:19
224:14 231:13 119:22,23 financial 241:12 311:12 317:16 267:3 268:25
273:11 283:8 120:3 121:8 326:4 341:6 403:13 408:13 Floor 5:6
festivals 104:3,12 122:19,21 financially 408:15,16 fly 264:22,23
194:22 195:2 125:13,14,25 229:12,12 firms 33:24 focus 318:17
197:24,25 128:5 129:17 financials 242:24 306:17 385:17
198:3 226:24 129:18 130:17 255:17 324:16 first 11:13 23:5 focused 141:11
231:10 283:10 131:19,21 financing 120:3 24:16 31:11,13 344:7
284:8 145:21 158:14 145:17 258:14 35:23 56:7,7 Foley 337:17
Fidelity 258:22 171:15 186:10 258:25 59:21 66:18 338:23 343:2
395:9,25 210:3,12 find 21:6 109:6 78:2 79:22 follow 177:8
396:13 397:17 235:15 242:16 177:9 180:2 99:13 102:18 322:3
398:13 399:5,9 294:21 323:20 203:8 227:20 104:23 125:11 following 1:7
399:11 402:7 326:17,18 234:12,23 131:13 134:12 82:19 88:3,5
402:19,24 340:17 343:2 258:18 304:20 134:21 148:16 286:17 323:4
404:5 405:25 368:23 381:21 304:25 305:4 149:8 158:8,9 352:9 353:11
406:8,10 files 301:19 314:14 356:14 158:13 166:15 follows 6:6 11:17
407:12,22 391:11 357:22 358:5 167:7,8 169:20 235:22
408:24 filing 38:7,14 finds 109:9 172:8,12,13 fooled 252:25
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306:17 121:21,22 86:17 109:7 220:14 231:23 force 9:2 356:14
fifth 31:12 46:15 145:16,16,22 161:7 164:9 231:23 234:5 forced 267:25
128:2 145:24 147:5,5 182:19 193:9 235:19 244:25 408:17
fight 153:7 185:14 188:16 314:12 264:24 278:21 forget 96:7
355:16 377:19 341:8,10 351:3 fined 311:10,13 285:2 311:3 149:11
383:11 380:5 391:13 finish 85:13 86:7 314:24 319:17 forgot 84:23
figure 35:25 391:13 392:6 86:15 135:2,10 321:6 333:14 202:21 207:19
100:14 138:12 filings 14:23 189:24 197:6,8 354:12,13 form 6:10 7:10
150:12 208:3 37:23 48:24 213:4 215:18 372:18 392:13 16:21,24 17:5
211:11 239:4 70:16,20 225:6 244:2 392:16 398:23 17:10,15 18:9
251:8 281:12 135:22 141:5,7 269:15,17 412:3 23:10 24:10
357:18 358:17 143:15 160:6 280:16,20 fit 14:18,19 25:5,18 26:11
359:10,14 185:5,13 304:12,13 155:22 26:22 27:11,15
364:23 411:24 186:13 188:14 384:3 389:7,13 five 85:11 87:14 28:12,20 33:3
file 120:21 121:2 263:23 317:7 finishing 57:5 105:9 126:21 33:17 34:18
122:17 142:7 340:15 395:22 fire 118:7 295:23 168:13 182:22 35:6,20 36:15
156:12 206:17 filling 86:13 385:19 395:3 250:12 261:7 38:8 39:6,18,24
227:12 304:2 104:2 fired 118:10,17 268:12 295:24 41:18 42:11
341:22,24 final 29:4 115:12 118:17 157:24 410:16 43:6,12 44:5
filed 34:6,7 37:16 135:24 391:16 158:2,3,17,19 five-minute 45:5 46:13,22
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47:16 48:7,14 156:24 157:23 260:21 261:12 366:7 367:9,17 90:2 368:25
50:22 51:13 158:11,25 262:2,24 369:7 370:20 forwards 59:11
52:2,14 53:2,5 159:3,23 160:9 265:12 268:14 373:7,13 416:15
55:13,22 56:14 166:16 167:5 268:16 272:2 376:24 378:12 found 208:14
58:15 59:6 168:2,21 272:20 275:20 378:24 380:7 209:11 243:11
60:16 61:8,12 170:12 171:17 278:23 279:3 380:16,21 311:6 314:5
62:18 63:3 173:9 179:7 283:3,23 382:25 387:13 foundation
64:12 65:7,20 180:6,21 181:5 285:18 286:18 388:20 389:19 198:15
67:16 68:13 181:15 184:17 286:24 287:21 390:11 391:19 four 40:4 41:20
71:11 72:14 185:3 186:2 288:16 289:3 397:20 398:19 78:5 151:5
73:12 74:10 187:2 188:11 290:24 291:4 400:4,11 401:8 224:7 261:3
76:25 78:4,9,11 191:4 193:13 292:6,11,20 402:11 404:12 287:23 292:2
78:16 79:10,14 193:25 194:8 294:23 295:18 406:3 407:3 352:19 382:18
79:21,23,24 194:21 195:5 296:10,21 408:6 409:3 fourth 169:25
80:3 83:8,21 195:16,24 297:19,24 418:8 174:10 178:24
87:5 88:9 90:7 199:5 200:10 298:8,15 formal 14:12 179:3 224:7
91:4,7 92:22 201:4 204:11 299:11 301:8 52:9 53:25 311:5 371:20
94:8 95:9,13 204:17 205:12 301:14 302:5 formatted 60:8 377:7 382:10
96:5,20 97:13 205:25 208:12 302:15,21 formed 45:14 four-day 38:13
97:21 98:7 99:9 210:21 212:2 303:22 307:2 forth 7:20 8:15 39:12
100:11 101:13 212:19 213:16 309:15 310:10 29:2 63:24 64:4 frame 204:20
101:25 102:17 214:18 215:11 310:22 311:19 64:7 67:19 framed 7:7
102:25 104:8 215:17 216:21 311:23,24 97:23 105:6 fraud 107:2,6
104:25 105:19 217:12,20 316:10 319:16 267:9 333:20 155:14 208:17
106:9 108:11 219:18 221:14 320:7 321:24 379:3 382:4 253:5 280:12
110:14 111:16 222:9 224:11 322:12 323:10 419:11 295:8 370:9
112:11,20 224:18 226:21 324:17,25 forths 98:16 380:10,15
115:4 117:9 227:25 228:10 325:18 326:14 fortunate 258:20 fraudulent
118:9,19 228:24 229:2 327:2 329:8 307:19,20 107:24 111:6
119:11,19 229:23 230:10 330:4 333:6,10 381:19 399:16 113:10,22
120:18 121:4 230:16 231:5 334:6 335:3 fortune 40:13 209:6
121:15 122:2,6 231:11 232:10 336:5,20 339:4 113:13 157:12 free 143:14
122:11 125:18 233:24 235:13 339:10,25 181:24 183:6 199:18 202:22
126:19 127:11 236:11,19 341:13 342:8 259:16,22 217:23 353:24
127:14,22 238:7,16 342:18 343:13 305:11 312:18 390:18
129:15,23 239:18 240:11 343:24 344:12 314:20 freely 378:9,20
131:4,10 132:3 242:13 243:2 345:7 346:23 fortunes 280:24 frees 114:21
134:3,20 243:17,18 348:20 349:15 282:24,25 Friday 401:11,12
136:10 137:7 247:3,15 250:9 349:16 350:9 283:22 401:17 402:16
137:12,20 250:20 251:5 351:10,12 forward 8:24 402:20 404:22
142:15 143:4 252:3,21 353:5 354:9 26:14 49:6 66:5 406:12 407:15
143:18 144:3 253:17 254:7 355:11 356:23 69:23 80:6 409:9
145:3,14 254:18 255:2 357:24 358:23 106:6 116:2 friend 50:15
147:21 149:20 255:22 256:13 359:23 360:15 150:11 210:8 116:9 154:7,9
150:19 151:13 257:11,15 362:14,16 386:6 416:13 206:24 217:4,5
152:20 154:21 258:4 259:9 363:14 365:12 forwarded 70:7 friendly 191:14
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191:15,18,20 93:13 340:7 generic 55:13 115:25 118:14 409:5 412:3,5,7

239:20 297:20 351:6 408:24 gentleman 95:15 118:22 123:12 413:4,24
friends 191:8,10 full-length 24:18 275:8 123:18 124:25 goal 182:23
191:13,17 fun 213:23 215:4 gentlemen 60:2 126:9 127:3 goals 155:19
192:9,11,16,22 219:15 371:14 227:18 131:6 132:13 God 224:21
192:23 193:3 fund 274:17 getting 84:5 89:6 133:22 135:7,8 253:6 262:3
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314:21 392:23 396:17,19 120:19 195:20 136:20 139:17 goes 19:19,20
401:15,24 399:11 206:23 208:8 139:18,23 20:2,10 83:23
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40:15 156:13 412:16 419:15 389:22 395:2 179:8 184:17 21:15 22:5 23:4
181:25 206:17 fury 309:4 398:7,12 402:6 189:5,10 190:2 28:8 29:19 35:9
210:2 227:13 future 303:8 413:8 190:4,9 192:25 37:11 41:5
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301:12,19,21 futzing 374:21 give 57:18 81:14 203:5,6,17 49:4 56:10
301:25 302:2 375:4,11,11 87:7 94:13 204:3 208:16 58:16 62:11,17
302:14,20 F-9 347:5,9,10 135:13 177:9 208:19,24 63:2,8,10,22,23
303:20,23 f/k/a 3:9 180:16 202:23 209:12,13 64:21 66:7,9
304:3 306:20 232:22 282:9 211:21,22 68:7 69:11
308:5,10 323:4 G 300:9 304:25 220:9 221:3 74:22 78:25
324:6 327:20 G 415:2 323:20 379:6,8 222:5,7 224:24 80:6 81:23
379:17 380:2,3 Ga 246:7 250:14 379:9,20 243:23 248:21 82:16 84:19,23
380:5,20 251:2 364:15 412:19 413:11 251:10 254:10 85:6,9,18 86:6
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froze 388:14,17 Galloway 295:12 419:13 278:24,25 101:14 103:7
388:22,24 295:24 298:18 giving 274:8 279:7 283:14 108:13 109:4,5
389:16 390:8 417:14 323:14 354:18 285:16 287:15 109:12,18
frozen 94:2 game 31:17 glad 314:13,14 299:14 304:18 113:3,13
289:10 296:2 200:5 369:4 Glastonbury 311:21 321:3 119:14 124:5
368:15 369:4 Garcia 350:16 218:23 230:2 321:11,12 125:4 128:23
389:21 390:14 Gary 50:4,12,13 globe 194:23 322:2,4 327:19 137:3 138:2
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frustrated 60:24 63:25 23:21 32:4 331:23 344:2 150:11 151:3
218:13 75:20 77:5,12 45:13,19 54:12 347:2 350:21 155:18 160:16
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full 15:16 89:6 Gary's 53:19 85:12 86:2 374:7,13,20 176:24 189:4
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222:3 223:5 123:10 124:25 263:11,17 273:10,11 73:16,17 77:15

224:24 232:25 154:18 155:22 265:19,20 282:8 289:9,15 92:6 93:9 120:3
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237:15 238:3 208:13 217:5 359:12 361:18 346:6 349:6 268:23 273:25
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249:6 250:12 306:14,14 403:24 G-E-I-M-A-N 361:4 388:7
252:19 259:11 308:12 325:2 grow 205:20 395:6 happened 68:3
262:23 269:2 326:4 328:10 growing 205:4,10 70:22 73:6
270:21 275:9 410:21 411:18 206:2 H 87:13,24 92:14
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277:25 278:2,4 goose 208:23 growth 349:8 392:22 102:11,22
283:4,15,18 Gordon 167:8 Gruber 116:9 half 85:9 104:14 153:7 154:11
284:6 289:24 gotta 203:5 154:2 156:11 114:13 139:24 155:6 188:2,4
292:25 311:8 gotten 70:9 239:25 361:17 189:10 190:5 209:16 223:14
313:23 314:2 111:12 156:6 guarantee 132:12 272:18 278:15 276:22 289:20
318:4,17 274:5,13 282:7 132:19 278:17 308:15 303:9 357:10
323:18 324:24 382:7 guaranteed 352:23 354:5 358:16 379:7
328:17 337:4 grab 85:7 131:12 405:11 halfway 114:11 happening 35:12
344:8 348:7 grade 112:2,9 guaranteeing 333:13 36:6,6 64:5,5
355:7,13,15 grader 58:17 132:11 329:19 Hallum 391:12 64:23 72:18
361:3,6 364:14 88:15 90:11 guess 76:3 86:2 hand 289:11 227:2 272:8
364:19 366:18 Grammies 110:22 139:13 419:20 330:17
366:24 367:5 199:23 149:6 194:23 handful 304:20 happens 34:5
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369:12,13 granted 1:5 370:18 374:13 handle 232:16,17 happy 80:7 87:8
370:17,23,24 grateful 113:15 396:6 337:7 339:18 128:24 139:9
371:21 373:25 grave 243:10 guessing 112:4 339:22 342:21 139:10 159:8
374:18 375:21 great 31:18 104:3 322:13 340:2 380:25 188:21 280:7
375:25 381:12 121:5 122:12 guilt 161:13 handled 63:15 310:3 312:17
382:5 384:3 125:3 146:18 guilty 246:11 339:2 342:23 314:17,18
385:19 386:5 153:8 155:20 285:17,22 handling 159:17 330:22 368:5
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393:10 398:9 239:7 274:24 311:7 314:5 326:24 356:25 harboring
398:22 399:2 313:5,12,25 guilty/convicted 357:16 387:21
399:12,18 329:20 383:7 290:17 hands 309:5 hard 37:7 155:9
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404:22 406:10 greatly 367:22 guy 108:7 154:10 hanging 373:5 253:8,8 263:13
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410:22,24 gross 198:8 158:15 202:4 happen 33:21,23 323:16 370:10
411:6 412:10 ground 380:19 218:2 253:2 34:21 35:12,13 harming 115:24
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gonna 150:11 39:7 79:23 305:14 371:12 38:3 47:25 49:2 187:7 240:13
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15:15 16:14 group 242:16 411:20 63:10 64:22 250:5 279:4
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332:3 366:9 261:6 385:15 honored 275:7 384:8 88:23 103:9

health 358:11 higher 108:3 hope 200:12 Hunt 176:15 108:17 148:5
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289:18 296:3,7 highlighting horizontal 12:22 294:17 337:15 345:8
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heavily 93:8 hocus-pocus hours 190:7 100:18,19 93:11 111:3
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held 4:9 22:8 hold 85:16 114:9 286:15 287:23 108:12 110:12 152:2 185:9,10
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high 65:13 honestly 366:12 hundreds 48:2 49:7 59:12 174:15 254:17
260:14,16 honor 273:25 68:23 106:11 66:11 75:16 350:19 351:5
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inappropriate indicate 401:3 initially 257:8 236:22 229:17 258:7
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increase 195:3 inhibiting 386:9 105:6 148:4,8 132:15 142:25 281:23 386:8
308:14 initial 27:5 39:15 148:13 416:24 143:9 173:12 396:13 406:24
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investors 73:2 401:16 402:2 67:16 68:13 143:18 144:3 210:21 212:2
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276:5 284:16 60:25 61:12 137:12,20 203:12 204:11 262:18,23
360:21 361:15 62:18 63:3 139:17 140:2,5 204:17 205:12 265:12 266:13
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266:15 268:14 333:10 334:6 410:15 411:2 172:5,14 173:3 Josh 14:5 30:7
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knew 40:15 112:16,21,24 198:4 199:4,7,7 285:7,13 286:2 371:13 372:14
54:10 76:17 112:24,25 200:21 204:20 286:7,20 287:7 372:17 374:23
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knocked 234:16 125:4,24 227:11 228:9 308:11,23,23 386:12 388:21
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17:20 18:11,12 127:23 128:3 232:15 234:15 312:22 313:2 391:25 392:11
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labor 338:20 296:15,24 303:12 307:8 letter 25:25 26:4 134:12 140:3
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landing 323:16 307:23 308:6 lead 107:20 46:20 47:9,11 183:13 185:18
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197:22 200:15 370:7 157:21,25 207:5 233:16 102:19,20

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367:19 377:17 120:14,16 366:20,22 134:13 138:21 198:9,9 199:10

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Mine's 176:24 misstatement 305:9 307:17 126:24 127:21 212:8 216:16

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231:22 334:22 99:25 100:7,8 183:23 201:6 164:25 180:14
pull 22:13 407:22 p.m 95:3 109:12 318:23 321:14 204:24 211:17 184:9 209:18
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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219:10 225:2,3 raised 7:5 130:17 133:21 137:16 327:23 330:14 140:10 190:18
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FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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repeat 41:12 request 2:5 7:8 218:3 305:21 30:17 31:9 34:2 145:23 150:4,8
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172:23 194:20 responded 55:15 82:5 87:8 236:3 112:17,23 223:15 227:6,6
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representative 104:13 reviewed 252:18 115:13,14 235:9,16
103:22 response 55:5 reviewing 335:18 116:4 117:13 236:15 239:11
represented 68:4 70:9 71:8 349:23 400:16 117:15 118:12 240:2 241:21
158:12 159:12 86:25 128:12 revoked 294:13 119:23 120:21 243:12 246:11
161:16 401:10 136:6 167:2 rewind 223:13 121:17 123:3 246:13 249:7
representing 172:24 Richard 339:5 124:16,19 249:10 254:9
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159:17 123:5 right 6:9 7:2,19 131:19,20 259:2,14,20
reputation responsible 8:7 12:11,24 134:22 135:20 260:3 263:11
267:19 294:18 265:14 336:25 15:3,13 21:13 135:22 136:8 263:12,23,25
reputational rest 20:12,13 21:22 22:12 136:16,25 264:3,9 265:5
282:5 162:21 217:23 25:24,25 26:2 140:2,7 141:6 265:14,18
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269:16 270:14 384:23 385:17 307:5 311:21 room 13:18 195:14 252:15
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273:3,6,8,16 386:12 387:24 317:20 329:11 Rosa 88:22 254:3,6,11,16
274:17 276:3,7 388:3,4,23,25 330:21 331:2,9 416:20 255:7,12,21
277:2,9,14 391:11 393:20 331:13,18 round 131:14 325:17 326:11
279:13 281:12 393:20 394:3 351:9 374:17 265:7 398:23 326:24 335:22
281:15,24 395:2,3,13 395:7 400:24 row 56:7 319:17 350:3 364:22
282:7,9 283:11 396:11,24 410:10,10,16 321:6,14 322:5 salvage 358:17
283:12 284:7,9 402:22 403:8 411:6,13,13 rows 179:5 sanction 373:10
287:4 291:15 403:20 404:19 412:19 413:5 rude 280:4 sanctions 380:4
295:20 296:19 407:9 409:9,20 415:4,16 416:5 ruin 369:13 380:18,19
300:9,14 304:4 412:5 413:5 416:9 419:10 370:18 sarcasm 313:15
304:7,24 305:4 rights 6:7 208:24 420:4,20 rule 6:17,21 7:12 313:17
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353:14,17 108:23 114:8 419:6,25 207:17 209:8 24:15 50:19,20
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360:20,22 126:6 154:8 rock 37:7 155:9 sadly 88:2 118:5 54:5 56:8,9,11
361:6,13 162:16 177:17 192:7 197:16 118:15 56:17,23 58:10
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366:14,15,24 223:21 234:3 212:5,25 salary 275:3 81:24 82:9,12
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379:9,20 381:2 271:14 278:23 roll 200:22 205:2 253:13 317:25 148:16 149:9
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FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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173:16,20 35:10 37:4 40:9 249:22 252:10 336:3 338:17 392:14 396:6
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301:19 304:2 137:11,23 364:18 365:17 355:25 395:10 60:17,19,19,21
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scammed 208:23 145:5,11,15 366:3,18 367:7 second 30:6,19 66:21,22,25
scan 177:4 146:20 147:12 367:14 369:2,6 31:3,23 32:15 67:7,8 75:24,25
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281:4,20 404:15 163:9,16,18 384:25 385:4,7 254:8,19 263:2
282:22,24 wrote 24:16 164:5,10,14 386:15,24 270:8 290:7
283:22 317:13 34:13 66:20 165:11,15,23 389:5,10,15 291:8 294:5
324:16 326:23 67:3 68:11 166:2,6 169:8 393:25 394:8 307:6,25 308:3
worthless 300:21 99:24 100:6 172:7,10,16 410:5,14,17,21 312:8 319:15
300:22 377:3 103:24 111:4 173:25 174:3 411:14,18 321:15,21
381:8 126:17 136:6 175:22 176:12 412:2,7,16,23 340:2 341:14
wouldn't 40:17 138:22 237:6 177:11,23 413:3,17 416:5 346:4 348:16
73:16,17 147:3 240:21 241:22 180:12 186:12 www.MagnaL... 349:18 351:15
216:25 231:18 251:15 252:9 188:20 189:4 3:25 373:19 383:4
232:15 254:15 312:12 314:23 189:20 190:8 Wynn 153:13 400:20 401:7
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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404:15 406:6 281:3 284:11 138:25 260:15 $625,000 227:14 175:11 187:25
406:21 407:8 373:9 401:19 $18 58:13 $7 131:16 260:19 189:8 333:3
year 96:24 104:3 402:4 403:11 $18,000,000 $7.50 179:4,14 334:22 338:5
143:12 151:5 408:8,10 419:3 56:11 58:11 $700 271:19 416:24
199:11 200:14 419:9 $19 229:17 $700,000 278:13 10% 327:11
205:23 206:11 Yup 103:20 $2.7 323:25 278:18 10,000 146:14
288:23 323:3 203:18 235:23 $20 40:10 148:21 $75 119:24 10-Ks 34:7 37:18
323:23 391:4 236:2,7 241:3 148:23 149:10 129:21 131:25 38:18 45:10
392:2 294:24 295:15 149:12,18 133:24 134:19 88:17 101:25
years 40:4 64:17 295:22 299:12 150:13 257:14 136:4,14 103:3 185:7
92:2 98:13 300:7 303:16 258:2 268:4 $75-125M 126:18 188:15 218:5
105:9 108:2 318:25 322:7 281:6 $8 138:22 218:10
114:21 141:10 331:11 345:11 $200 271:20 10-Q 345:8,14
141:10 142:18 346:22 401:2 $21 321:17,20,23 0 346:24 349:15
142:19 145:19 321:23 0 1:11 2:8 365:4 418:8
151:5 168:13 Z $21,000,000 59:3 10-Qs 34:7 37:17
173:14 174:21 Zampino 166:12 $23 130:18 1 38:17 42:4
181:20 182:22 166:13,18,25 396:21 1 10:4 18:21 19:2 45:10 88:17
184:5,6 206:15 183:15,16 $26 39:15 19:4,9,16,19 101:25 103:2,2
213:2 214:25 Zampino's $296,000 301:2 20:4,10 22:14 185:6 188:15
242:24 244:13 175:17 $3 181:11 229:17 22:15,21 55:24 218:5,9
246:22 252:5 zero 281:21,22 370:4 82:10 83:10 10/18/17 393:6
264:10 282:9 341:4 399:15 $3.6 312:11 98:22,24 126:8 418:16
285:3,23 294:5 Zoom 4:10 11:15 $3.8 314:16 128:10 140:6 10/22/20 420:3
295:6 297:15 13:17 374:22 $30 187:25 140:15 141:12 10/6/17 368:14
301:18 304:21 $36 327:8 142:23 144:5 418:12
307:7,20 $ $37 325:14 144:10 166:20 10:19 4:5,12 10:8
314:13,15 $1,004,000 $4 107:23 131:18 173:3 178:20 10:30 22:6
324:16 326:5 251:17 262:12 149:16 274:23 181:2,2 185:19 10:33 22:10
334:8 336:10 $1.25 236:9 237:7 $400 265:6 190:4 192:18 100 268:3
368:24 237:24 $436,000 255:12 202:12 213:13 100% 56:9 58:10
Year's 152:6 $1.50 174:11 $436,552 252:12 230:9 289:23 82:15 148:19
yell 389:7 181:12 253:11 289:24 290:5,6 151:11 152:17
yelling 222:18,21 $10 146:5 187:24 $48 82:23 83:14 290:15 416:8 351:24
279:22,25 188:16 $5 82:18 149:11 1,004,000 251:23 10004 5:7
389:8,9 $100 257:8 258:2 154:19 1.25 183:6 367:2 10018 5:15
yellow 347:12,15 $100,000 275:19 $50 281:8 312:15 1:00 140:3,4,5 103 416:21
yo 76:14 304:4 366:5 $50,000,000 1:03 140:13 106 418:24
York 3:2,3 5:7,7 $12 322:9,10 326:23 1:30 139:18 108 416:22
5:15,15 11:14 323:8 324:4 $500 271:21,22 1:49 190:13 11 19:20 66:8,9
13:21 124:12 $125 64:24 $53 82:14 1:58 395:7 75:11 134:13
220:11 264:18 119:24 $6 83:16,20,20 408:22 162:24,25
264:20,23 $125,000 110:6 87:19 277:9 10 19:5,10,16,20 166:10 175:15
267:2 268:24 $150 319:25,25 $600 265:7,9 20:10 59:8,9,15 175:23 183:14
272:10 273:6 321:7,8 $600,000 160:8 59:18,19 148:2 185:19 417:5
277:14,15 $16 131:14 227:10 316:21 148:3,7 154:20 11/8/17 362:25
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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418:9 417:10 2 2005 285:4,7,8 125:13 130:19

11:10 400:7 148 416:24 2 20:11,12,15 288:9,17 134:14 140:16
11:47 94:22 15 31:13 88:19 21:9,11,16,24 2006 415:20 141:12 142:23
12 19:20 20:4 285:3,23 29:19,20,23 2007 114:12 144:6,11
87:19 111:25 289:24,25 31:6 32:16 42:6 2009 287:7 166:20 172:3
123:6 127:4 290:6 296:16 42:9 49:17 288:14 290:12 172:20 173:3
131:14 138:25 417:11 55:25 69:16 290:17,22 181:2 192:18
168:23,24 150 320:17 90:18 95:4 292:3 207:9 213:14
174:3 175:16 16 31:17 87:19 99:21 103:15 2013 296:17 251:15 262:11
176:7,11,13,15 112:2 168:22 104:20 105:17 2015 140:16 267:25 315:24
176:18,20 168:23 176:13 114:4,6 134:11 141:12 142:23 317:11 321:2
260:15,18 176:17,18,19 148:15 154:20 144:6,11 323:9,24
317:17 318:5 213:7 260:18 190:14 198:9 166:20 172:2 324:14 333:3
318:12,14 295:11,12,16 203:10,13,15 172:14 173:3 333:21,23
322:22,23,24 296:9,12 241:17 246:18 174:7 181:2 334:20,25
324:11 403:10 403:10 417:14 311:2 382:11 191:19,22 335:25 336:16
417:6 160 418:22 387:5 416:10 192:8,18 213:7 338:3,9 345:19
12/25/16 22:15 162 417:5 2and 308:15 213:8,13 347:22,25
416:8 168 417:6 2,500 219:5 252:19 311:2 349:2 352:19
12/31/17 345:7 17 207:2,3 213:8 224:15 324:24 352:23 354:5
418:8 310:14,15,19 2.3 326:18 2016 22:22 23:2 363:11 365:7,8
12:00 94:17 321:3,5 396:18 2.7 324:4,10 24:22 25:2 369:3 377:9
12:08 95:3 417:15 326:20 327:10 98:22 126:11 391:5 392:4
12:24 109:12,21 18 318:5,6,13 327:25 359:11 126:20 148:4,8 395:5,23 396:8
12:30 123:21 349:2 395:5 2.778 326:18 151:10 152:18 397:15,19
124:10 396:8 397:15 2.8 396:20 178:7,21 398:18 400:6
12:53 139:18 397:19 398:18 2/22/17 49:5 179:12 202:13 400:18 402:2
12:54 140:4,9 400:5,18 402:2 416:12 203:17 204:13 404:4 408:22
125 127:5 264:17 404:4 408:22 2/27/17 59:10 207:24 352:10 409:2,23
128 418:24 409:2,23 66:10 416:14 352:20 416:24 2018 241:17
13 19:20 75:6,7 417:17 416:17 2017 31:14,17,20 242:4 246:18
75:12 81:6,16 18th 134:9 136:6 2:20 190:4,5 32:18 42:21 256:20 263:4
81:17,18 18-year 168:10 2:24 190:20 43:4 46:11 47:8 345:23 346:18
185:19 207:3,4 186 418:24 20 103:6 172:5 48:10,10 50:4 2019 166:12
417:8 19 31:20 148:4,8 174:7 203:24 59:22 61:21 2020 2:6 4:4,12
13,000 168:15 151:10 152:18 204:2 260:8 66:17,19 67:10 10:8 97:2,3,5,9
1359 5:14 174:7 332:17 261:11,21 68:12 69:17,21 97:15 101:9
14 39:21 166:22 332:18 334:10 290:12 297:10 75:2,20 76:21 415:7 419:21
167:24 172:14 334:11,12 312:16 334:13 83:6 88:6 89:3 207 417:8
183:15 233:17 335:10 338:6 334:14,24 89:20,21 90:19 21 32:18 42:21
233:18,19,23 338:19 349:3 347:2,4,5,9 98:25 99:24 43:4 46:11 47:8
234:4,9 235:12 416:24 417:19 417:22 420:22 100:21,25 69:17 90:19
235:24 243:16 19th 5:6 20s 311:11 101:10 103:15 99:24 100:21
251:14 271:8 192 418:24 200 151:5 104:21 105:17 337:10,11,12
345:23 346:12 1980s 311:8 2001 5:14 108:19 109:24 337:16 338:15
346:18 416:5 1987 311:10 112:18 121:8 418:5
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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214 418:24 394:20,21,24 302,000 207:25 4/26/17 88:21 138:22 271:19

22 2:6 4:4,12 394:24 400:6,9 31 7:3 251:15 416:20 278:18 323:2
10:8 75:20 400:19 402:5 262:11 334:20 4/9/19 162:25 369:3 416:18
76:20 83:6 88:6 418:16 334:25 335:25 417:5 6/10/16 177:18
114:12,17 27 66:19 67:10 345:19 347:22 4:56 328:17 6/2/17 103:8
240:19,21 68:11 69:21 347:25 365:7 40 18:21 322:15 416:21
243:16 244:21 373:20 376:16 310 417:15 322:25 323:19 6/8/16 177:11,17
332:17,22,24 399:19,20 310)529-2500 324:11 326:20 6/8/17 337:12
345:3,6,7 418:18 30:3 326:22 418:5
348:19 351:22 28 290:17 345:2,5 3115 6:17 7:12 400 265:9 6:06 376:8,11
415:7 416:8 345:10 396:15 8:2 49 416:12 6:38 411:25
418:8 289 417:11 318 417:17 412:10
221 6:8 29 416:10 33 162:23 166:9 5 6:42 412:14
221.2 8:15 295 417:14 175:14,22 5 48:10,10 66:10 6:43 413:25
23 59:22 61:21 299 418:24 183:14 75:7,11 89:20 60 267:6 271:11
114:12 245:18 332 417:19 100:25 101:10 271:15 278:14
258:21 362:24 3 334 417:22 140:16 141:12 60,000 205:17
362:25 368:12 3 49:4,5,17 50:17 337 418:5 142:23 144:6 624-6221 3:24
368:13,19 51:9,10 52:13 345 418:8 144:11 147:25 629 15:18
418:9 52:13,16,16,19 35 301:18 304:21 166:20 172:19 63 33:25 74:21
232 418:24 52:21 54:19,20 307:7,20 326:5 172:20 173:3 101:21 145:18
233 417:10 55:21,21 60:14 362 418:9 181:2 189:21 64 346:8,8,10
24 43:19 71:23 172:3,18 368 418:12 192:18 200:13 647526 3:20
74:21 145:18 190:21 198:9 37 295:10,21,22 204:20 213:14 651538/2018 3:8
249:11 368:13 270:22 416:12 295:22 300:6,9 261:4 376:9,12 66 416:17
368:14,20 3.6 277:7 307:9 300:11 414:3 416:17
393:4 394:15 3/16/17 318:6 373 418:14 5/31/17 334:14 7
394:16,18,19 417:17 38 251:13 262:10 417:22 7 18:25 19:2,4,5,9
394:22 395:2,3 3:20 248:25 310:13,14 5:00 189:18 19:16 20:6,11
395:3 418:12 3:23 249:5 39 29:18,19 99:20 5:06 328:14 20:16,21 21:2
244-245 418:24 3:45 270:21 114:3,6 134:10 5:10 328:22 21:10 22:13
25 22:22 23:2 30 86:10 233:11 393 418:16 5:57 376:2 33:25 43:19
24:22 25:2 233:12,16 399 418:18 50 20:2 123:6 50:4 71:22
126:11 145:19 234:8,9,10 200:13 312:13 74:21 88:20,21
202:13 204:13 235:6,7 271:7 4 322:16,25 88:24 101:21
290:12 373:21 271:14,16 4 39:21 49:17 323:19 326:20 126:4 145:18
373:22 376:17 294:5 295:5 59:9,10,20 50,000 205:17 198:8 202:11
376:21 377:23 314:13,14 60:14 66:9,19 372:19 202:24 203:2,8
382:12 387:6 333:21 108:2 198:9 500 234:19 203:9,9 237:3,6
388:9 399:17 30-plus-year 204:8,15,19 580,000 207:24 324:2,3 416:20
399:23 418:14 33:22 207:8 260:17 585,000 207:24 7.50 181:13
26 5:6 89:3,18,19 30-year 43:18 271:2,3,21,22 59 416:14 7/10/17 332:18
107:25 252:8 48:18 70:17 376:3 396:16 417:19
324:4 362:23 71:22 74:17 416:14 6 7:05 395:15
362:24 363:5 92:7 101:19 4/22/17 75:14 6 75:9,13,14,17 70% 108:3
393:5,6 394:15 188:15 416:18 81:6,24 87:3 700,000 279:14
FILED: NEW YORK COUNTY CLERK 07/16/2021 12:44 PM INDEX NO. 651538/2018
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282:3
75 127:5 134:15
138:4 264:17
416:18
8
8 103:7,8 108:13
108:14,19,21
109:24 178:7
333:23 338:3,8
363:10 365:8
416:21
8-K 38:17 102:25
145:24 218:9
8-Ks 48:24 88:16
101:25 131:21
80 40:12 115:22
80% 115:22
126:12 203:20
85% 72:25 99:15
86 199:10
860 307:10
866 3:24
88 416:20
88-year-old
86:21
9
9 20:15 21:12,16
49:3,10,16,19
49:20,23 52:18
54:20 108:14
108:15 166:11
203:14,15
251:14 416:22
90 200:12
917 31:24
917)952-2635
30:21
926 176:9 177:12