FILED: NEW YORK COUNTY CLERK 02/22/ :36 PM INDEX NO /2013 NYSCEF DOC. NO. 315 RECEIVED NYSCEF: 02/22/2017 EXHIBIT BB

Transcription

1 EXHIBIT BB

2 1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x SLATED IP, LLC, Plaintiff, v. Index No /13 IAS Part 48 THE INDEPENDENT FILM DEVELOPMENT (Oing, J.) GROUP, LLC, Defendant x DEPOSITION OF MATTHEW E. GOLDFARB New York, New York Friday, March 21, :17 p.m. Reported by: LYNN VAN DEN HENDE RPR, IL-CSR, NY-CSR, RMR, CRR, CLR JOB NO: 33598

3 March 21, :17 p.m. 8 9 Deposition of MATTHEW E. GOLDFARB, 10 held at the offices of Trokie Landau LLP, Fifth Avenue, New York, New York, 12 pursuant to Subpoena, before Lynn Van Den 13 Hende, a Registered Professional Reporter, 14 State of New York Certified Shorthand 15 Reporter, State of Illinois Certified 16 Shorthand Reporter, Registered Merit 17 Reporter, Certified Realtime Reporter, 18 Certified LiveNote Reporter, and Notary 19 Public within and for the State of New York

4 3 1 2 A P P E A R A N C E S: 3 4 FOR THE PLAINTIFF: 5 TROKIE LANDAU, LLP Fifth Avenue, 14th Floor 7 New York, NY BY: JAMES K. LANDAU, ESQ. 10 jlandau@tlesq.com FOR THE DEFENDANT: 13 LAW OFFICES OF EDWARD C. KRAMER, P.C Madison Avenue, Suite New York, NY BY: EDWARD C. KRAMER, ESQ. 18 eck@lawkram.com ALSO PRESENT: 22 JENNIFER ANDERSON 23 BENJAMIN S. LOWENTHAL, Law Clerk 24 25

5 4 1 2 IT IS HEREBY STIPULATED, by and between the 3 attorneys for the respective parties hereto, that: 4 All rights provided by the C.P.L.R., and 5 Part 221 of the Uniform Rules for the Conduct of 6 Depositions, including the right to object to any 7 question, except as to form, or to move to strike any 8 testimony at this examination is reserved; and in 9 addition, the failure to object to any question or to 10 move to strike any testimony at this examination shall 11 not be a bar or waiver to make such motion at, and is 12 reserved to, the trial of this action. 13 This deposition may be sworn to by the 14 witness being examined before a notary public other 15 than the notary public before whom this examination was 16 begun, but the failure to do so or to return the 17 original of this deposition to counsel, shall not be 18 deemed a waiver of the rights provided by Rule 3116 of 19 the C.P.L.R., and shall be controlled thereby. 20 The filing of the original of this deposition 21 is waived. 22 IT IS FURTHER STIPULATED, that a copy of this 23 examination shall be furnished to the attorney for the 24 witness being examined without charge. 25

6 5 2 M A T T H E W E. G O L D F A R B, 3 called as a witness, having been duly 4 sworn by a Notary Public, was examined 5 and testified as follows: 6 MR. LANDAU: Okay. And just before we 7 begin, Mr. Kramer, are we doing usual 8 stipulations? 9 MR. KRAMER: Yes, usual New York stips. 10 EXAMINATION 11 BY MR. LANDAU: 12 Q. All right. Good morning, Mr. Goldfarb. 13 My name is Jim Landau. We met before we 14 went on the record. 15 I represent Slated IP, LLC in a lawsuit 16 that they brought against the Independent Film 17 Development Group, LLC in the Supreme Court of the 18 State of New York, New York County. 19 MR. KRAMER: Objection. 20 Just practicing. 21 MR. LANDAU: Oh, okay. 22 All right, index number of Q. I'm going to be asking you a series of 24 questions today. And if at any point you don't 25 understand my question, please let me know. And

7 6 2 I'll try to rephrase it. 3 If I ask you a question and you answer 4 it, I'm going to assume that you understood it. 5 Is that agreed? 6 A. Agreed. 7 Q. Okay. Also, if you could please keep 8 your responses verbal, because the court reporter 9 is taking down everything that we say. 10 A. Of course. 11 Q. And she can't take down a nod of the 12 head or an inaudible kind of, you know, uh-huh or 13 anything like that. It makes it hard for the court 14 reporter. Okay? 15 A. Okay. 16 Q. And another thing, another kind of 17 ground rule before we start, it's very hard for the 18 court reporter to take down both of us talking at 19 the same time. 20 So please wait until I finish my 21 question before you begin your answer. 22 And I will try really hard to wait until 23 you finish your answer before I ask my next 24 question. Okay? 25 A. Okay.

8 7 2 Q. If at any point you need a break, just 3 say so. 4 And as long as there's not a question 5 pending, you know, you could take a break. Okay? 6 A. Okay, sounds good. 7 Q. Great. All right. 8 Now, Mr. Goldfarb, have you ever been in 9 a deposition before? 10 A. No. 11 Q. Have you ever been part of a lawsuit 12 before? 13 A. No. 14 Q. Okay. What is the highest level of 15 education that you have attained? 16 A. Bachelor of Science. 17 Q. And where? 18 A. At Temple University. 19 Q. Okay. And what year did you obtain a 20 Bachelor of Science? 21 A. I graduated in December of Q Was there a particular concentration 24 that you majored in? 25 A. CIS, computer information sciences.

9 8 2 Q. And one other thing, I think with the 3 fan or whatever it is that's going on -- 4 A. I'll try to speak louder. 5 Q. -- we're going to have try to keep our 6 voices up so that the court reporter can hear us, 7 okay? 8 A. Absolutely. 9 Q. Okay. Computer information science, 10 that's what your B.S. was in. 11 And, I'm sorry, what was the year again? 12 A Q. 2005, right. Got it. 14 Now after you graduated from Temple in what, if anything, did you do? 16 Did you get a job right away? 17 A. Yeah, I started working at Citigroup. 18 I got a job from -- my professor set me 19 up with a position over there. 20 Q. What was the nature of the job that you 21 got with Citigroup? 22 A. It was low level programming. 23 I was part of one of their dev teams. 24 They have a number of dev teams, development teams. 25 I was just basically a low level coder.

10 9 2 I worked with some stock guys who had to 3 be in 7:00 in the morning to answer calls to help 4 the stock department. That kind of stuff. 5 It was a real base job right out of 6 college, but it got me -- my foot in the door, got 7 me going, so -- 8 Q. Understood. 9 So you graduated from Temple in, say, 10 May or June of 2005? 11 A. In December. 12 I went four and a half years. 13 When I first started college, I was in 14 architecture. So I had two years of art credits, 15 but no other credits. 16 So I pushed myself to get a CIS degree 17 in the remaining two and a half years. 18 Q. Good for you. 19 So in December of 2005 that's when you 20 graduated from Temple? 21 A. Yeah, yeah. 22 Q. And so how long after you graduated from 23 Temple did you start at Citigroup? 24 A. I started at the end of January. So it 25 was only a month.

11 10 2 Q. January of 2006? 3 A. Yes, Q. Okay. 5 A. I was working at two other places while 6 in college, a small place called Solar Babies in 7 Philadelphia. That was an hourly job, $13 an hour. 8 And then also I was working at a place 9 called McNeill Designs for Brighter Minds. It's a 10 board game company. 11 I started with them helping them design 12 their board games and computer games. And I 13 started that the summer of my senior year. 14 MR. KRAMER: You want to slow down a 15 little bit, so she can keep up? 16 MR. LANDAU: And the keyboard will start 17 smoking I think after a while. 18 THE WITNESS: I apologize. 19 BY MR. LANDAU: 20 Q. That's okay. This is a new experience 21 for you. So you'll get it after a while. 22 A. Yes. 23 Q. Okay. So you mentioned the two places. 24 At Solar Babies what year was that that 25 you worked?

12 11 2 A. It had to have been the summer or May of maybe. 4 It was -- both the -- I started at 5 McNeill and Solar Babies in the same summer. 6 I was at Solar Babies for about three 7 months. It may have been earlier than May. I 8 don't remember exactly when it was. 9 But at McNeill I started around June. 10 And I was with them -- I've been -- I'm 11 still with them consulting now. 12 So I've been with them ever since. 13 Q. So Solar Babies, what did you do for 14 them? 15 A. I helped them develop some of their 16 applications. 17 I built a music-on-demand player, 18 basically an Netflix for music type of thing. It 19 was all the rage back in So I was involved in that kind of stuff. 21 I helped him sell his company to Q. So was that programming? 23 A. Yeah, yeah, yeah, full-time programming. 24 Yeah, just, you know, it was a -- a way 25 to test my skill out basically. It was -- you

13 12 2 know, he was a small shop, three or four people. I 3 was one of two developers. 4 We -- eventually the company was sold to 5 this guy down in Florida. 6 I never got anything from it, but, you 7 know, I at least showed what I could do. And that 8 was that. 9 Q. Did you learn programming solely at 10 Temple, or did you have any experience with it 11 aside from Temple before you worked? 12 A. I -- I had read books when I was 13 younger. I -- as I said, I was in architecture. I 14 always thought, you know, programming was always 15 going to be the side thing for me and I would just 16 be -- I was going to be an architect. 17 But just -- in the middle of college I 18 just changed, and I switched into computers. 19 I took a class or two in high school, 20 nothing major. I really started most of my 21 development work in -- in college. 22 Q. And you said McNeill you're still doing 23 work for. 24 So did you work -- you've worked for 25 them since college pretty much consistently through

14 13 2 the present? 3 A. Yeah, yeah. 4 Whenever they need help they give me a 5 call. 6 I was with them full-time for -- nights 7 and weekends full-time for quite some time in there 8 throughout most of my jobs. 9 It was always the job that if -- you 10 know, they were going to eventually make their 11 money, they were going to make it big, and I was 12 going to leave, you know, these crap jobs that I 13 had and move on, but it never quite worked out that 14 way. 15 Q. Okay. Well maybe it will still work 16 out. 17 A. Who knows. You know, it's still there. 18 Q. We'll think of you as Steve Jobs or A. That's how I like to think of myself. 20 Q. Right. At some point, right? 21 A. Right. 22 Q. Okay. All right. Citigroup, how long 23 did you work at Citigroup? 24 A. I was only there for -- through August, 25 eight months.

15 14 2 Q. So from January 2006 to August 2006? 3 A. Yeah, yeah. 4 Q. Okay. 5 A. It was a cubicle desk-jockey type of 6 job. 7 I couldn't stand it. I was looking for 8 a new job in February, you know, right when I 9 started basically. I -- I had to move on. 10 But I finally -- you know, I had no 11 experience. I was right out of college, and no one 12 was looking to hire. So it took me a little while 13 to find something, but obviously I moved on. 14 Q. I'm sorry, and you left there, was it 15 October or August or September? 16 A. It was August. 17 Q. August? 18 A. I left Citigroup in August. 19 Q. All right. So after you left Citigroup 20 did you then go to work somewhere else? 21 A. Yeah. I went -- immediately I started 22 at a small consulting firm called E-2 Consulting. 23 I was there for a few months. 24 It was -- they had one major contract, 25 and the company pretty much closed down. They

16 15 2 never really did anything. 3 They had an MLB contract, some kind of 4 scanner tool for packages being received at a 5 stadium. I worked on that. 6 Q. So how long were you there, a month? 7 A. Until December. That's when -- and they 8 shut down not long after that. 9 Q. All right. And so then after you 10 finished with E-2 Consulting or they were basically 11 going out of business A. I went on to Dow Jones Q. You have to wait until -- you'll get it. 14 So Dow Jones is where you worked next 15 after E-2 Consulting? 16 A. That's right. 17 Q. When did you start at Dow Jones? 18 A. In December. 19 Q. December of '06? 20 A. Right. 21 Q. Okay. And what were your duties -- how 22 long were you at Dow Jones? 23 A. Until I started at IndiePix, until 24 October 1 of the next year. 25 So October 1, 2007.

17 16 2 Q. Okay. And what were your duties at Dow 3 Jones? 4 A. I -- I was basically -- I was one of 5 their -- I was working for the SmartMoney division, 6 so it was their magazine division. 7 I was working on their subscription 8 magazine platform: So credit card processing, 9 various subscription tools; you know, sign up for 10 two months, get this month free; that kind of 11 thing. 12 So their subscription platform. It's 13 the easiest way to say it. 14 Q. So programming? 15 A. Programming, yeah. 16 All of my jobs have been development. 17 Q. All right. And then you finished at Dow 18 Jones on -- why did you leave Dow Jones? 19 A. It was -- it was another bank. I really 20 never saw my myself at a bank. 21 I didn't want to ever be out of work. I 22 never wanted to have that gap in my resume. 23 So I took whatever -- you know, whatever 24 the recruiters could help me find. 25 And then I, you know, was always looking

18 17 2 for that small company, you know, to get on the 3 ground floor. 4 I love, you know, the independent 5 sector. 6 E-2 I thought would be that. Then they 7 closed. And so I looked for the next one. And I 8 got IndiePix. 9 And I was there for a long time, six 10 years. 11 Q. Okay. So you started at IndiePix in 12 October 2007? 13 A. Uh-huh, yes, yes. 14 Q. And you were there for six years you 15 said? 16 A. Six years and, what, two months or 17 something. 18 I left November 18 of last year -- or 19 November 1 of last year. 20 Q. Now how did you come to get the job at 21 IndiePix? 22 A. I went to the same recruiter. The same 23 recruiter helped me get my job at E-2 and Dow 24 Jones. 25 And I went back to them. And they set

19 18 2 me up with an interview with Scott Abramowitz, who 3 was their CTO over there at IndiePix. 4 He liked what he saw. He saw that I 5 had -- you know, I had something. And he gave me a 6 shot, so he hired me. 7 Q. And was this, again, a programming job? 8 A. Yeah, yeah, programming, full 9 development job. 10 Q. Now at some point did you became the CTO 11 of IndiePix? 12 A. About three years, maybe three and a 13 half years in, he moved on, and I eventually took 14 CTO position. 15 Q. Did you have a title when you started at 16 IndiePix? 17 A. Software -- software engineer. 18 Small companies don't really have titles 19 in that sense. So I would say software engineer, 20 eventually senior engineer, and then CTO. 21 But, as I said, titles are only for big 22 companies. 23 Q. So you became the CTO in late 2010? 24 A. Maybe I don't remember. Yeah, 25 but it was around there, yeah.

20 19 2 Q. And that was when Mr. Abramowitz left? 3 A. He left around that time, yeah. 4 Q. And besides you and Mr. Abramowitz, who 5 else worked in the kind of programming/technical 6 end of IndiePix? 7 A. We had a few consultants. No one 8 really. 9 We had a graphics guy that was on 10 full-time, Kyle Walker -- Walters. 11 I still talk to him every once in a 12 while. 13 Q. Is he still with IndiePix? 14 A. No, no. 15 He was always consulting -- he was there 16 full-time for a little while. Then he was 17 consulting for little while. 18 He may or may not still be employed in 19 some factor. I'm not entirely sure. 20 Q. Okay. And so when Mr. Abramowitz moved 21 on, did you have any understanding as to why 22 Mr. Abramowitz moved on? 23 A. None that I could speak on, no. I 24 don't -- I don't know. 25 He -- he told me some things, and I

21 20 2 heard some things secondhand from Bob and Sally. 3 Sally Plourde was the CEO over at 4 IndiePix. But I don't know for sure why he left. 5 Q. Well what did Mr. Abramowitz tell you as 6 to why he left? 7 A. He was looking for something a little 8 more stable. 9 He wanted to -- he didn't like the 10 way -- the direction the company was headed. 11 He wasn't keeping up on the newest 12 technologies. We were moving in a streaming and 13 digital direction. He was stuck on DVD. 14 He had worked for a long time at -- I 15 don't remember which -- it was a major television 16 network. And he just wanted to get back into that 17 kind of stuff. So he left. 18 Q. When you say looking for something more 19 stable, did he explain what he meant by that? 20 A. It wasn't -- we weren't friends. It was 21 just, you know -- yeah, I honestly don't know. 22 Q. Okay. And then you said that 23 Mr. Alexander said something to you at some point 24 about Mr. Abramowitz's leaving? 25 A. Yeah, he wasn't the right fit for the

22 21 2 company. 3 They -- you know, we were moving in a 4 digital direction. He was stuck on physical, DVD. 5 We had this platform DVD 6 download-to-own. You put a DVD in a DVD drive, and 7 it would burn a DVD for you. 8 But users were moving towards Netflix 9 and streaming platforms. It was something that 10 could have been big in 2005, but not 2008, you 11 know. So it was slowly Q. Passing him by? 13 A. Yeah, basically. 14 Q. And you also mentioned that Sally 15 Plourde said something to you about Mr. Abramowitz 16 leaving? 17 A. She never liked him. So she Q. Now who promoted you to CTO after 19 Mr. Abramowitz left? 20 A. Barnet possibly, who was one of the 21 directors -- directors of the board. I'm assuming 22 he, Sally and Bob sat down and spoke about it. But 23 I got -- Sally handed me a note signed by Barnet 24 and Bob saying Q. And Barnet?

23 22 2 A. Liberman. 3 Q. Liberman? 4 A. Yes. 5 Q. Okay. And what was Mr. Liberman's title 6 at the time that he promoted you to CTO? 7 A. That I don't know. 8 Director -- he was director of the 9 company. I don't know specifically what his title 10 was. 11 Q. Now how did your duties change between 12 when you were a software engineer at IndiePix to 13 when you became CTO? 14 A. They didn't change much. 15 I went to a lot more meetings. I 16 understood a lot more where the business was going. 17 But as far as my -- my development 18 duties, it was all pretty much the same. 19 Small companies everyone does 20 everything. There's no -- you know, there's 21 chiefs, but that just, you know, means we can hire 22 someone. You know, that's it. They will be my 23 employee. But other than that, it was pretty much 24 the same job. 25 Q. Okay. And what was -- by your

24 23 2 understanding, what technology did you manage at 3 IndiePix when you first started as CTO? 4 A. Their website. 5 The -- the download-to-own platform was 6 still active, so I was managing that. 7 We were launching IndiePix Unlimited, 8 which was the IndiePix streaming platform, so I was 9 working on that and managing that. 10 Various small -- like the log-in 11 platforms, subscription, et cetera, there was just 12 a lot of small little platforms that were -- but 13 basically the website and IndiePix Unlimited. 14 Q. And did you have anybody working under 15 your supervision while you were CTO at the 16 beginning? 17 A. No, I didn't at first, no. 18 Q. How long after you became the CTO did 19 you start having people or a person to supervise? 20 A. IndiePix always remained really small. 21 We lost a lot of people. It was a 22 company around 30 people at first. Then it went 23 down to maybe 10 or so. So we had very small 24 teams. 25 It wasn't until 2013 maybe that we hired

25 24 2 Roel -- and, I apologize, I don't remember his last 3 name -- but Roel, to be a developer alongside me. 4 And he helped us outdoing a few things. 5 Q. Why don't we leave a space in the record 6 for Roel's name -- 7 A. Yeah, I can -- Campbell, Campbell. 8 Q. Campbell, okay, great. 9 And, I'm sorry, he was hired when in ? 11 A. It was either 2012 or I don't 12 remember the month. 13 Q. Okay. And he was hired as a 14 programmer A. Yeah. 16 Q. -- to work under your supervision? 17 A. Yes. 18 Q. All right. 19 MR. KRAMER: May I ask a question? 20 I'm confused about -- to make sure we're 21 talking about the right things -- the 22 defendant here is Independent Film Development 23 Group, IFDG. 24 And is there any confusion between that 25 and IndiePix?

26 25 2 THE WITNESS: You're right is too 3 late. 4 It would have been 2011 to 2012 Roel was 5 hired. I apologize. 6 He was not -- he was not an IndiePix 7 Films, Inc. employee. 8 He was an IFDG employee. 9 Q. Now you said you were hired by IndiePix 10 in Was it IndiePix, or was it IFDG? 12 A. IFDG. 13 Colloquially I always called it 14 IndiePix, but it was IFDG. 15 Q. Okay. And, to your understanding, what 16 relationship, if any, was there between IndiePix 17 and IFDG? 18 A. I don't understand the company 19 structure. I didn't -- I've never understood it. 20 IFDG was a -- IFDG and IndiePix were, as 21 far as I knew, the same thing. 22 Then IndiePix Unlimited started, which 23 was a separate company, both underneath IFDG. 24 So there was IndiePix Films and IndiePix 25 Unlimited underneath IFDG.

27 26 2 And then at some point Festival Genius 3 was also under IFDG. 4 Q. So you -- and you were the CTO of IFDG, 5 correct? 6 A. Yes. 7 Q. And as part of your duties as CTO of 8 IFDG you managed the technology of IndiePix 9 Unlimited, is that right? 10 A. That is correct. 11 Q. And you also managed the technology of 12 IndiePix Films? 13 A. That's correct. 14 Q. And then ultimately you were managing 15 the technology associated with Festival Genius, 16 correct? 17 A. Correct. 18 Q. Now are you on any medication today that 19 would in any way prevent you from understanding or 20 responding to my questions? 21 A. No. 22 MR. KRAMER: Or speeding up your 23 answers. 24 A. Nerves. Other than that, no. 25 Q. Now did you do anything to prepare for

28 27 2 today's deposition? 3 A. No, meaning -- 4 Q. Did you look at any documents? 5 A. I -- I reviewed some documents that Alan 6 Gordon had sent over maybe a few weeks ago, maybe a 7 month ago at this point. 8 Stuff that we had sent him initially, he 9 just wanted us to review those. 10 I looked at them briefly, but I 11 didn't -- it's not like I studied them or anything 12 like that. 13 Q. Can you tell me which documents you did 14 look at? 15 A. Honestly I don't even remember. 16 It was a bunch of questions and answers 17 that Bob and Barnet had provided, various -- I 18 wanted to make sure -- you know, I was -- I wanted 19 to know how -- what kind of witness I was being 20 called as, you know, and that kind of stuff; just 21 various -- honestly, I don't know what documents he 22 sent over. 23 Q. When you said just now that you wanted 24 to know what kind of a witness you were being 25 called -- wait, let me finish --

29 28 2 A. No, I'm just trying to think of my 3 answer. 4 Q. -- that you were called as, did you have 5 a conversation with Mr. Alexander about that? 6 A. Absolutely not. 7 Q. Did you have a conversation with anyone 8 about that? 9 A. No. But I was just nervous about a 10 deposition. I just was -- wanted to be curious. I 11 was curious about it anyway, so Q. Okay. Other than these written 13 questions that they put in front of you to look at, 14 did you look at anything else in connection with 15 this case? 16 A. No, I did not. 17 Q. Okay. Did you provide any answers at 18 any time to written questions on behalf of the 19 company? 20 A. No, not -- not that I'm aware of. I 21 don't think so, no. 22 Q. Did you have any conversations with 23 anyone at IFDG about this case at any time after it 24 was commenced? 25 A. I don't -- I don't -- commenced when?

30 29 2 Like -- 3 Q. Well at any point did you have a 4 conversation about the lawsuit with anyone at IFDG? 5 A. No. 6 Q. Okay. At any point were you ever asked 7 to search files for documents? 8 A. I was requested to search through my 9 and just pull out any conversations 10 that I was a part of and print those out and send 11 them over to Alan Gordon. 12 Q. Okay. So who asked you to do that? 13 A. Both Alan and Bob. 14 Q. Okay. And, I'm sorry, you were asked to 15 look for your ? 16 A. I was -- I was asked to gather all 17 s that had reference to Slated or Festival 18 Genius during 2011 I believe, anything within a 19 certain time frame of the transfer of assets, and 20 print those out. 21 Q. Okay. And where were those s kept? 22 A. My Gmail account, the AMI IndiPix Gmail 23 account. 24 Q. So you have a Gmail account with an 25 IndiePix --

31 30 2 A. Folder. 3 Q. Folder? I see. 4 So was this -- so it wasn't like 5 mgoldfarb@indiepix.com? It was 6 mgoldfarb@gmail.com? 7 A. I had mfg@indiepix.net, which I 8 forwarded from their web servers to my Gmail 9 account. 10 Q. And why did you do that? 11 A. To keep everything in place. 12 I had all my consulting in there, and I 13 had all my personal in there. 14 I didn't want to have to open two or 15 three mailboxes every day. 16 So I have one that I have all my 17 personal, and then a separate folder for every 18 consulting and full-time job that I have. 19 So I used the POP3 transfer 20 standard. 21 Q. Okay. So were you working full-time for 22 IFDG? 23 A. I was. 24 Q. At the time that you were asking -- you 25 were being asked to look for your s?

32 31 2 A. I was. 3 Q. You were? 4 A. Yes. 5 Q. And then you were also still working 6 with McNeill? 7 A. I was working nights and weekends with 8 McNeill. 9 Strong -- you know, some months were 10 stronger than others. But, yeah, ever since I 11 started with them, yeah. 12 Q. Okay. And so throughout the whole 13 course of your employment with IFDG you were also 14 working nights and weekends with McNeill? 15 A. Whenever they needed something, yeah. 16 Q. And you only get two hours of sleep a 17 night? 18 A. No. Some -- well some nights I get 19 eight hours. I try to go to sleep by midnight, 20 1:00 o'clock every night. And I don't wake up 21 until 9:00, 10: It's a 10:00 to 6:00 job at IndiePix, so 23 I had plenty of sleep. 24 Q. Other than McNeill, did you have any 25 other consulting jobs while you were working for

33 32 2 IFDG? 3 A. I worked for three months on a small 4 project for the IFP, the Independent Filmmaker 5 Magazine. 6 Other than that, no. 7 Q. When was that, what year? 8 A Q. Okay. So there was -- was there a 10 period of time when you were doing work for all 11 three at the same time? 12 A. McNeill at that point was more minor 13 website fixes. They weren't really doing any kind 14 of major pushes. So there was not really much to 15 do for them. 16 So IFP contracted, because they needed 17 some help or they knew I could -- I knew what I was 18 doing. 19 So it was a three month small contract. 20 I just helped them out. 21 Q. Okay. And other than your , did 22 you look anywhere else for documents that you might 23 have related to Slated or Festival Genius? 24 A. Everything was in my . Everything 25 that I printed out was from .

34 33 2 Q. Now you testified that you were at IFDG 3 until November of 2013, right? 4 A. IFDG ended December 31, And IndiePix Films bought the assets of 6 IFDG January 1 or -- I don't remember the exact 7 days or within months, sometime mid-december to mid 8 January. I don't know when. 9 But the assets were transferred to 10 IndiePix Films, Inc., and I started working for 11 IndiePix Films, Inc. 12 Q. Let me just go back for a second. 13 A. Okay. 14 Q. Okay. In December of what year did IFDG 15 transfer its assets to IndiePix Films? 16 A. I believe it was Q. So was it right at the end of 2012? 18 A. It was in December 2012 the assets were 19 transferred to IndiePix Films, Inc. 20 I don't remember what day of the month, 21 but it was in December Q. And it was to, I'm sorry, IndiePix 23 Films? 24 A. IndiePix Films I think. 25 Q. And so then you just continued your

35 34 2 employment to IndiePix Films, Inc A. That's correct. 4 Q. -- after that transfer of assets? 5 A. That's correct. 6 Q. Did your office change at all? 7 A. We left our offices in Mid -- in 8 Midtown. We left our offices at 32nd and Madison, 9 and we moved to Astoria. 10 Q. Okay. And when you say "we," how many 11 employees were you at the time that you moved from 12 32nd and Madison to Astoria? 13 A. Five, maybe six. I don't remember 14 exactly. 15 Q. And who were those employees, to the 16 best of your recollection? 17 A. Sasha Sukhu. She was the accountant. 18 S-a-s-h-a and S-u-k-a-h. Close enough I 19 hope. 20 Q. She was the? 21 A. Accountant. 22 Q. Accountant, okay. 23 Who else? 24 A. There was Brad Jackson. He was our 25 graphic designer.

36 35 2 There was Wesley MacMillan. He was 3 our -- he handled a lot of our newsletter outreach 4 and various filmmaker outreach type of stuff. 5 There was myself. And there was Bob 6 Alexander. 7 Q. What was Mr. Alexander's role at that 8 time? 9 A. I -- honestly, I don't know what his 10 role -- consultant, I believe he called himself. 11 Q. But what did he actually do, to your 12 knowledge, for the company? 13 A. He handled a lot of the angry 14 filmmakers. He -- he -- we -- he helped us 15 transition with the move. 16 We had a lot of contracts that had to 17 change hands. 18 He was just helping with that kind of 19 stuff, helping us move forward. 20 Q. Was Mr. Liberman involved with the 21 company at the time that -- of the move, to your 22 knowledge? 23 A. I don't know. He never saw the office 24 as far as I'm -- as far as I know. 25 Q. Okay. And you never had any dealings

37 36 2 with him after a certain point in connection with 3 your job? 4 A. Yeah, we would go -- he was still 5 friends with Bob. And we would sit down with him 6 once in a while, down in his offices, and discuss 7 the state of the company. 8 As far as I know, he was still helping 9 Bob out financially with running the company. 10 I don't know if he had a full title 11 though. I don't know. 12 Q. Where was his office when you met? 13 A. I never -- it's always by phone. I 14 never remember. 15 It's downtown somewhere near -- in -- in 16 the -- in the crazy cross streets of the village. 17 I don't exactly remember where it is. 18 Q. And was he with another company when he 19 was at this other office? 20 A. He has his own building company. He 21 owns a bunch of buildings. I don't know 22 specifically what he does. Never asked. 23 Q. Okay. And you mentioned Sally Plourde 24 before. 25 Was she involved with the company at the

38 37 2 time of the move from 32nd and Madison to Astoria? 3 A. She was let go in mid Q. What was her position at the time that 5 she was let go? 6 A. I think she was COO. 7 Q. And, I'm sorry, that was when in 2012? 8 A. Mid -- I don't know. Sometime in the 9 middle. 10 Q. I'm not sure whether you said May or 11 mid. 12 A. Yeah. 13 Q. And do you know why she was let go? 14 A. She -- no, not -- not completely. 15 She wasn't running the company properly. 16 She wasn't -- she wasn't -- she liked -- she cared 17 more about going out for drinks with other people 18 in the office than she cared about the business. 19 We were sort of losing money. The 20 contracts started getting dropped. We lost 21 filmmakers. 22 Just she was heading us in a bad 23 direction. So the decision was to let her go. 24 Q. And who made that decision, to your 25 knowledge?

39 38 2 A. Bob. 3 Q. Bob. Was she replaced by anyone? 4 A. No. At this -- again, we were just -- 5 we weren't in a position financially to hire anyone 6 new. So we -- she was not. 7 Q. Okay. Was she ever replaced, to your 8 knowledge? 9 A. To my knowledge, no. 10 Q. Okay. Now at one point earlier in your 11 testimony you had said that the company had gone 12 from 30 people to 10 people A. Yeah, then Q. -- and now it's 5 people? 15 A. Yeah. And then now it's -- that was 16 IndiePix Films, Inc. 17 At this point it's only five of us. 18 Q. And why was there such a reduction of 19 force over time? 20 A. The money wasn't coming in. We just 21 weren't -- none of the -- independent film is one 22 of those things. It doesn't really -- either you 23 have a big hit or you don't. 24 And we just never -- the money just 25 wasn't where it needed to be. We couldn't afford

40 39 2 people anymore. 3 Q. And do you -- when you say independent 4 film being what it is, can you articulate a reason 5 why the business wasn't -- or reasons why the 6 business was not coming in? 7 A. These were independent independent 8 films. These aren't films that you'd even see at 9 the Sunshine Cinema. 10 This was like a one-time showing out at 11 BAM out in Brooklyn only. You know, these are very 12 low budget, very -- directors that don't have a 13 huge fan base. 14 We -- we did what we could to get 15 them -- to get them their right treatment on DVD 16 and to get it out to their fans. 17 But their fans just weren't the numbers 18 we needed them to be. 19 Q. Do you have an understanding as to how 20 IFDG was -- and its affiliated companies was to 21 make money? 22 A. I don't. 23 I was just focused on getting the 24 technologies to work properly. That was Q. But I mean you were talking just now

41 40 2 about losing fans of films. 3 Were they intending to make money from 4 those fans in some way? 5 A. I'm assuming they were trying to sell 6 DVDs, but it's an assumption on my part; DVDs, and 7 as well to get them to sign up for IndiePix 8 Unlimited, the subscription service. 9 I was just focused on getting the card 10 processes, the website, the streaming platform up 11 to a state where users would be comfortable using 12 it, so that whatever the business plan down the 13 road was, money would be made. 14 Q. Okay. And why did you end up leaving 15 IFDG? 16 A. Financial reasons. 17 I was -- I wasn't -- I didn't see -- I 18 didn't see a long-term future moving forward. 19 I helped with consulting on and off now 20 still, but I needed a full-time job that was -- I 21 don't want to use the word "stable," but -- because 22 I'm still at a small company that's not really 23 stable either, but at least paychecks are 24 consistent. 25 Q. Were you not getting consistent

42 41 2 paychecks at the time that you left? 3 A. I was -- no. 4 Q. Now how often were you getting paid? 5 A. I don't even know. Not often enough. 6 Q. Let me ask it this way. 7 Were you supposed to be paid a certain 8 number of times a month or once a month or some -- 9 A. It was supposed to be biweekly -- or 10 twice -- twice a month, biweekly, whatever it was, 11 every two weeks. And it wasn't always every two 12 weeks. 13 Q. Okay. And did you have an understanding 14 and to why you were not getting paid? 15 A. Yeah. The company just -- it -- the completely. 17 And I sometimes gave up a paycheck to 18 make sure that one of the other employees was paid. 19 You know, it was -- I felt it was my 20 duty as a higher member of the company to do so. 21 But, yeah, it was just the company just 22 didn't have -- we needed to put the money in 23 specific places to help move forward. And had I 24 just taken my money I was owed, we wouldn't have 25 been able to move forward at all. So I sacrificed.

43 42 2 Q. Okay. But the sense that you got was 3 that it was a cash flow issue with the company as 4 to why you weren't getting paid? 5 A. That, I -- I am unclear, yeah. 6 I can't speak to the specific reasons. 7 More than likely, it was a cash flow problem, but I 8 don't know. 9 Q. So did you ever have a conversation with 10 Mr. Alexander, for example, and say, you know, I 11 haven't been paid for, you know, a month or two A. Yeah. 13 Q. -- something like that, in sum or 14 substance? 15 A. Often -- not often, but, you know, once 16 in a while I would -- I'd sit down with him and ask 17 him when he thinks I'll be able to get a little 18 caught up. 19 And, yeah, it would have to do with when 20 certain checks were coming in, what bills had to be 21 paid, what new projects we had to start; you know, 22 that kind of stuff. So it was up in the air. 23 Q. Okay. Now let's talk about Festival 24 Genius. 25 A. Okay.

44 43 2 Q. When did you first hear about Festival 3 Genius? 4 A. I first heard about Festival Genius -- I 5 want to say it was 2010 or so. 6 We were looking to -- we were looking at 7 it when B-Side was originally trying to sell it. 8 They were the original owners. 9 We were looking at the company -- at the 10 product when they were originally trying to sell 11 it. And we saw that it would be an interesting 12 thing to maybe get into festivals, because we were 13 independent film and it made sense. 14 But then, as far as I know, Slated 15 bought it first. So we didn't have a chance. 16 And then we -- the conversation just 17 came back up again -- I don't remember -- it was in that Slated bought Festival Genius -- or that IndiePix bought Festival Genius? 20 I don't remember. 21 Q. No. 22 A Q. Yes. 24 A. So whenever that was, that's when I 25 started talking about it again, August or whatever

45 44 2 it was. 3 Q. So let's go back to 2010 and B-Side, 4 first of all. 5 A. Okay. 6 Q. Do you recall seeing B-Side advertise 7 Festival Genius for sale in 2010, or did somebody 8 else, or how did you come to first learn about it, 9 that -- in connection with B-Side in 2010? 10 A. Oh, Bob Alexander pulled me into his 11 office. He wanted to talk to me about a product 12 that he wanted to get my feedback on. 13 I thought it would be interesting for 14 the business if we could do something with this. 15 And I had a big photo -- PowerPoint 16 pamphlet that I read through about the product. We 17 talked about it on and off. 18 But other than that, like tertiary look 19 at it, I didn't really have any insight into what 20 they were. 21 Q. So he brought you into his office, and 22 he handed you a PowerPoint pamphlet about A. Yeah, that's correct. 24 Q. -- about Festival Genius -- just wait 25 until I finish my question.

46 45 2 A. Sorry. 3 Q. It's okay. Sometimes I hesitate and, 4 you know, it gets confusing. 5 Okay. And do you still have that 6 PowerPoint somewhere? 7 A. It was -- it was a physical paper. It 8 probably was trashed in the move. I don't -- 9 Q. Okay. And at that time did -- what, if 10 anything, was your opinion? 11 A. Interesting. 12 You know, like I said, it was -- I had 13 no -- no insight into the code base. I didn't know 14 how it was built. 15 It was just a very high level look at, 16 this is what the product is supposed to do, would 17 it be interesting to kind of plug it into 18 independent film, and could we do something with it 19 from a technology standpoint, did I think I could 20 run it, would it be okay. 21 And, yeah, it was interesting. 22 You know, I didn't -- I didn't have any 23 real insight into it. I couldn't tell him how much 24 I thought it was worth or anything like that, but 25 it was an interesting product.

47 46 2 Q. Was that something he was interested in 3 knowing? 4 A. How much, in my opinion, what it would 5 be worth doing, yes. But I didn't have an answer. 6 Q. Okay. You went into his office. He 7 handed to you the PowerPoint. 8 Did you then talk to him about it right 9 then and there, and the conversation was finished, 10 or did you do something else, like take the 11 PowerPoint back, look at it, and then come back and 12 have another meeting? 13 Do you remember? 14 A. You know, I honestly don't remember. 15 It was one of those on/off -- you know, 16 one-off meetings. 17 And obviously nothing ever came to it at 18 that time. So we never talked about it again. 19 From my recollection, he handed me a 20 PowerPoint, we went through it. He had it on his 21 computer, and we went through it page by page. 22 And he just like showed me some things. 23 I probably brought it back to my desk. 24 I don't remember. 25 And I honestly couldn't tell you if I

48 47 2 looked at it again after that. 3 Q. Okay. Do you remember doing any kind of 4 analysis of what you saw on the PowerPoint for 5 Mr. Alexander at that time? 6 A. At that time, no. 7 One of the things that Scott taught me 8 early on with Bob was that if he asks you something 9 once, sometimes it's just him getting excited about 10 something. 11 It's when he comes to you a second or 12 third time, that's when you know it's serious. 13 And he never came back to me that second 14 or third time. So I never really dug deep in that 15 time. 16 Q. And when you said that it was your 17 understanding that Slated had purchased it, was 18 that just your surmise based on later events, or 19 did you actually hear that Slated had bought it 20 from B-Side? 21 A. I don't remember ever hearing about it. 22 It's surmise from later events. 23 Q. All right. So when did you next hear 24 about Festival Genius after this initial go-around 25 with Bob, with the PowerPoint?

49 48 2 A. Suddenly in 2011 it was -- Festival 3 Genius is available to be bought again. Let's take 4 a look at this again. 5 And I considered that the second time 6 he's mentioned it. So I started really looking 7 into it then. 8 Q. This is in 2011? 9 A. 2011, yeah. Maybe Mayish. I don't 10 remember. 11 It was -- it was -- the whole thing 12 happened across the summer. So it was Q. So he came back to you and said it's on 14 the market, and can you look into this, in sum and 15 substance? 16 A. He more or less came back to me and 17 said, we're buying this, take a look at it; you 18 know, what could we do with it. 19 So he wasn't even asking. It was 20 something he was excited about. 21 And when he got excited about something, 22 we moved forward, so Q. Okay. When he told did you that the 24 company was buying Festival Genius, was there 25 anybody else in the room besides you and him?

50 49 2 A. Honestly, I don't remember. 3 And I couldn't tell you -- say if he -- 4 if he talked to anyone else in this way about it. 5 But he was one of -- at that point we 6 were having -- I believe it may have even been an 7 off-handed comment. 8 You know, we were talking about some 9 random matter, and he just said, oh, by the way, 10 we're buying Festival Genius type of thing. 11 It was -- it wasn't even -- he didn't 12 even pull me into his office. 13 It was he just got excited about it and 14 wanted to talk to someone about it. So we were 15 talking about it. 16 Q. So he was just informing you of that 17 they were going to purchase it? 18 A. The company's intent, yeah. 19 Q. And this was like in May you think? 20 A. I don't remember, yeah. 21 Q. A few months before? 22 A. It could have been, yeah, plus or minus 23 months. 24 Q. All right. Now at some point after that 25 did you do anything else in connection with the

51 50 2 purchase of Festival Genius on behalf of the 3 company? 4 A. No. 5 Other than meet with Jennifer and Duncan 6 regarding assets transfers? 7 As far as negotiation or contracts, I 8 didn't have anything do with anything. 9 Q. Okay. Did you ever have occasion to 10 meet with any technical person at Slated about code 11 of Festival Genius, for example? 12 A. I met with Mike and Tony, which I don't 13 remember their last names at all, but they were the 14 two technical guys down in Austin. 15 I flew down to Austin a few times during 16 that summer and met with them. I couldn't tell you 17 how many times, maybe twice or three times. 18 Q. And you said you met with them. 19 What did you discuss with Mike and Tony? 20 A. We wanted to do code walk-thrus, but 21 they were uncomfortable doing that since we hadn't 22 purchased the application yet. 23 We talked very high level about what it 24 does; how the databases are set up; the Ukrainian 25 team that they had hired, Edvantis; how -- what

52 51 2 their involvement in the company was. 3 I had brief introductions via to 4 those guys as well. 5 But until the actual purchase happened, 6 I didn't dive deep into the code. 7 Q. Did you ever have a conversation with 8 anyone at IFDG about wanting to dive deeper into 9 the code before the purchase? 10 A. I had requested multiple times to see 11 code and documentation. 12 But I guess there was a lot of stuff 13 going on. I never -- I never got -- those requests 14 were never satisfied. 15 Q. And were you making these requests 16 through IFDG or someone else? 17 A. Bob Alexander specifically. 18 Q. And did Mr. Alexander ever respond to 19 your requests to see more? 20 A. He -- he said, absolutely. Let me let me try to -- try to look into it. 22 And I -- I can only assume that he 23 contacted Slated regarding these matters. 24 Q. But you don't know? 25 A. I can't say positively.

53 52 2 Q. All right. And did you ever have a 3 conversation with Bob prior to the purchase in 4 which he said, you know I'm uncomfortable with the 5 company purchasing this product because I haven't 6 had a chance to look at the code? 7 A. I definitely mentioned that at least 8 once. But we were excited, and we wanted to move 9 forward with it. 10 So he wasn't -- it was a hesitation 11 rather than we shouldn't do this at all. 12 It was we need these things to move 13 forward. As long as we get them, you know, either 14 prior or right after signing the contract, 15 everything will be fine. You know, we'll have it 16 figured out. 17 Q. When you say as long as we get them, 18 what is that? 19 A. Documentation and -- well documentation. 20 We obviously would have the code at that 21 point. But full documentation of the system. 22 Without a prior code walk-thru it would 23 be difficult to figure it out in a reasonable 24 amount of time and actually run the company, 25 without full documentation of the systems, various

54 53 2 systems. 3 So prior -- you know, without a full 4 code walk-thru, prior documentation, it was 5 absolutely necessary. 6 And that point was made very clear. 7 Q. That point was -- 8 A. Made very clear to Bob. And I believe I 9 was copied on an to -- I believe it was 10 documented, but I'm not positive, requesting 11 documentation. 12 Q. Okay. But you didn't get it until 13 after? 14 A. We never got documentation. 15 Q. You never got documentation? 16 A. We never got documentation. 17 Q. Did anyone tell you there was 18 documentation? 19 A. We were told that there was some 20 documents and that Mike was going to be putting 21 together documentation for us, but we never 22 received it. 23 Q. Okay. And was there ever any discussion 24 between you and anyone about working with Mike or 25 Tony after the transfer?

55 54 2 A. No. It was -- it was deemed that their 3 salaries were way too -- way too high for what we 4 were even willing to discuss for continued work. 5 And it -- we felt that I could handle 6 it, so -- 7 Q. And when you say "we," that was you and 8 who else? 9 A. The company: Bob, Barnet, Sally, 10 everyone we spoke to. 11 The company -- the -- I believe that 12 probably was the bulk of it, those four. 13 And then Stefan, who was Barnet's 14 personal adviser. 15 Q. And Stefan's last name is? 16 A. I honestly don't know -- Malter. 17 Q. I'm sorry? 18 A. Malter, Stefan Malter, M-a-l-t-e-r. 19 Q. So was there a meeting with all of these 20 people? Were there meetings with these people 21 before you bought -- by you I mean IFDG -- bought 22 Festival Genius about this issue of continuing with 23 Mike and Tony or not? 24 A. Various conversations. 25 I don't remember there being any formal

56 55 2 meeting. But it came down to Bob saying, do you 3 think you can do this without Mike and Tony, and me 4 saying, yeah, we can be -- you know, they're too 5 expensive. 6 If they came down significantly in 7 price, we'd consider it. 8 As long as we get documentation and they 9 make themselves available for a month after 10 purchase for various questions that come up, we 11 should be okay. 12 We did bring on the Ukrainian team 13 full-time to continue running the application. 14 So without Mike and Tony, it wasn't you know, we still had the Ukrainian dev team, dev 16 team. 17 Q. So when you said that you could handle 18 it without Mike and Tony, you were basing that on 19 what? 20 A. On my previous experience with large 21 systems; McNeill -- the systems I built at McNeill 22 Designs, the gaming server, the gaming server I 23 built for them, the subscription server; just 24 various systems I had worked with in the past. 25 And then my friends, who could help me

57 56 2 out outside; you know, colleagues, various -- 3 people I graduated college with, who I know know 4 their -- know their stuff as well. 5 So if I ever ran into something, I could 6 always -- 7 Q. And other than Mike and Tony, did you 8 ever speak with anyone else at Slated prior to the 9 transfer of the asset? 10 A. Chris Holland, who is their -- I guess 11 he was product outreach. He tried to sign up 12 festivals. 13 And then I also spoke with Megan, Kate 14 and Maggie. I don't remember their last names 15 offhand, not completely anyway. 16 It's Megan Welsh, Maggie Schultz, and 17 Kate something. I don't know. I apologize. 18 But I spoke -- and they were the account 19 managers. They managed the festivals and setting 20 up. I spoke to them, but they weren't technology 21 based, so Q. Did anyone at Slated ever talk to you 23 about Festival Genius' performance prior to the 24 sale? 25 A. I don't remember.

58 57 2 Q. Okay. You know, did Mike or Tony -- did 3 you ask questions of Mike and Tony about how it 4 worked? 5 A. How it worked -- you mean how it worked 6 or how well it worked? 7 Q. Both. 8 A. Both? 9 Yeah, we had various conversations about 10 that -- about either or both. 11 Mike seemed to think that it was -- it 12 was twitchy. But it was -- as long as -- as long 13 as you didn't upset -- you know, change anything, 14 it wouldn't break. 15 It was a running -- you know, running, 16 stable version in his mind at the time, running on 17 the specific Amazon AWS servers, running with the 18 specific -- running with the specific code platform 19 that we were using, with the full Ukraine team, 20 with the three deployment managers managing each 21 festival. 22 As long as people understood what to do, 23 it was a working platform, in his mind. 24 Q. And am I right in stating that at one 25 point, or maybe more than one point, when you were

59 58 2 down in Texas meeting with them, they were actually 3 working on a particular festival? 4 A. I would assume they were working on a 5 number of festivals at the time. 6 Summer is fairly slow, but there are 7 still festivals running. 8 I honestly couldn't tell you which 9 festivals they were running at the time. 10 And I do remember there being a major 11 fire alarm that went off. 12 One of the features broke or something. 13 And Mike and Tony were struggling to try to fix it 14 at the time, one of the times I was down there. 15 But I couldn't tell you what feature or 16 what it was. 17 Q. Were you involved in any way in fixing 18 it? Did they show you how it was? 19 A. I was just watching -- you know, 20 basically it just gave me a feel of how the system 21 ran. 22 But other than that, I didn't really like I said, there was no code -- code review prior 24 to purchase that I Q. Okay. Well what was your impression of