Party Discovery: GOLDEN PACIFIC BANK, N.A. VS. BILLFLOAT, INC. ET AL

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                                WEBB LEGAL GROUP
155 Montgomery Street, Suite 1200

San Francisco, CA 94104

(415) 277-7200

WILLIAM T. WEBB #193832

JENNIFER D. YU #291603

155 Montgomery Street, Suite 1200

San Francisco, CA 94104

(415) 277-7200

(415) 277-7210 (fax)

Attorneys for BILLFLOAT, INC.,

RYAN GILBERT AND SEAN O’MALLEY

ELECTRONICALLY

FILED

Superior Court of Califomia,
County of San Francisco

07/14/2016
Clerk of the Court
BY:RONNIE OTERO.

Deputy Clerk

SUPERIOR COURT OF THE STATE OF CALIFORNIA
IN AND FOR THE COUNTY OF SAN FRANCISCO
(Unlimited Jurisdiction)

GOLDEN PACIFIC BANK, N.A.,
Plaintiff,
v.

BILLFLOAT, INC., RYAN GILBERT, SEAN
O'MALLEY, DOES 1-50,

Defendants.

BILLFLOAT, INC.
Cross-Complainant,

v.

GOLDEN PACIFIC BANK, N.A., and ROES
1-50,

Cross-Defendants.

> Case No.: CGC-16-549804
; SUPPLEMENTAL DECLARATION OF

) WILLIAM T. WEBB IN SUPPORT OF

) OPPOSITION TO PLAINTIFF’S

; MOTION TO QUASH PMQ DEPOSITION
) NOTICES; AND FOR PROTECTIVE

; ORDER

; Date: July 26, 2016
) Time: 9:30 a.m.
Dept: 302

 

 

SUPPLEMENTAL DECLARATION OF WILLIAM T. WEBB IN SUPPORT OF OPPOSITION TO PLAINTIFF'S MOTION TO.
QUASH PMQ DEPOSITION NOTICES; AND FOR PROTECTIVE ORDERWEBB LEGAL GROUP

195 Montgomery Str

(415) 277-7200

San Francisco,

I, WILLIAM T. WEBB, declare:

1. Iam an attorney at law duly licensed to practice in all the courts of the State of
California. I am the attorney for Defendant and Cross-Complainant BillFloat, Inc. (“BillFloat’’)
and co-counsel for Defendants Ryan Gilbert, and Sean O’Malley. The statements in this
Declaration are made on the basis of my own personal knowledge, and I could, and would,
competently testify thereto if called upon to do so.

2. As of the date of filing of this declaration, none of the Defendants in the above
captioned case have moved for protective orders to bar any discovery served by Golden Pacific
Bank, N.A. (‘“GPB”), but have instead striven to respond to the legitimate requests and preserve
objections to the rest.

3. On December 7, 2015, GPB served on BillFloat, Special Interrogatories, Set No.
One, Propounded by Golden Pacific Bank, N.A. to Defendant BillFloat, Inc. A true and correct
copy is attached hereto as Exhibit A.

I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct and that if called as a witness, I could competently testify to the
same,

Executed this on Thursday, July 14, 2016, at San Francisco, California.

WIELIAM T. WEBB

1

 

 

SUPPLEMENTAL DECLARATION OF WILLIAM T. WEBB IN SUPPORT OF OPPOSITION TO PLAINTIFF'S MOTION TO.
QUASH PMQ DEPOSITION NOTICES; AND FOR PROTECTIVE ORDEREXHIBIT AfC mY DH BF WN

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BRUCE A. SCHEIDT, State Bar No. 155088

bscheidt@kmtg.com
CHRISTOPHER ONSTOTT, State Bar No. 225968
constoti@kintg.com
ERROL C. DAUIS, State Bar No. 279313
edauis@kmtg.com
KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD
A Professional Corporation
400 Capitol Mall, 27" Floor
Sacramento, California 95814.
Telephone: (916) 321-4500
Facsimile: (916) 321-4555
Attorneys for Plaintiff
GOLDEN PACIFIC BANK, N.A.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SACRAMENTO.
GOLDEN PACIFIC BANK, N.A., Case No. 34-2015-00185106
Plaintiff, SPECIAL INTERROGATORIES, SET NO,
ONE, PROPOUNDED BY GOLDEN
v. PACIFIC BANK, N.A. TO DEFENDANT
BILLFLOAT, INC.
BILLFLOAT, INC., RYAN GILBERT, SEAN

O'MALLEY, and DOES 1-50, inclusive,

 

Action Filed: October 2, 2015
Defendants. Trial Date: None Set Yet
PROPOUNDING PARTY: Plaintiff Golden Pacific Bank, N.A.
RESPONDING PARTY: Defendant BillFloat, Inc.

SET NO.: One (1)

Pursuant to Sections 2030.010, et seq., of the California Code of Civil Procedure, Plaintiff
Golden Pacific Bank, N.A. requests that Defendant BillFloat, Inc. answer the following special
interrogatories.

DEFINITIONS

A, "PERSON(S)" includes any natural person, firm, association, organization,
partnership, business, trust, corporation, governmental or public entity or any other form of legal
entity.

B. "DOCUMENT" or "DOCUMENTS" shall mean all documents, electronically

stored information, and tangible things, including without limitation all writings (as defined in
1407831.1. 14023-004 1

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
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Section 250 of the California Evidence Code) and all other means of recording information,
whether written, transcribed, taped, filmed, microfilmed, or in any other way produced,
reproduced, or recorded, and including but not limited to: originals, drafts, computer-sorted and
computer-retrievable information, copies and duplicates that are marked with any notation or
annotation or otherwise differ in any way from the original, COMMUNICATIONS, memoranda,
reports, notes, minutes, contracts, agreements, books, records, checks, vouchers, invoices,
purchase orders, ledgers, diaries, logs, calendars, computer printouts, computer disks, card files,
lists of persons attending meetings or conferences, sketches, diagrams, calculations, evaluations,
analyses, directions, work papers, press clippings, sworn or unsworn statements, requisitions,
manuals or guidelines, audit work papers, financial analyses, tables of organizations, charts,
graphs, indices, advertisements and promotional materials, audited and unaudited financial
statements, trade letters, trade publications, newspapers and newsletters, photographs, emails,
electronic or mechanical records, facsimiles, telegrams and telecopies, and audiotapes. Each draft,
annotated, or otherwise non-identical copy is a separate DOCUMENT within the meaning of this
term. DOCUMENTS shall also include any removable sticky notes, flags, or other attachments
affixed to any of the foregoing, as well as the files, folder tabs, and labels appended to or
containing any documents. DOCUMENTS expressly include all ELECTRONIC RECORDS.

Cc. "ELECTRONIC RECORDS" shall mean the original (or identical duplicate when
the original is not available) and any non-identical copies (whether non-identical because of notes
made on copies or attached comments, annotations, marks, transmission notations, or highlighting
of any kind) of writings of every kind and description inscribed by mechanical, facsimile,
electronic, magnetic, digital, or other means. ELECTRONIC RECORDS includes, by way of
example and not by limitation, computer programs (whether private, commercial, or work-in-
progress), programming notes and instructions, activity listings of email transmittals and receipts,
output resulting from the use of any software program (including word processing documents,
spreadsheets, database files, charts, graphs and outlines), electronic mail, and any and all
miscellaneous files and file fragments, regardless of the media on which they reside and regardless

of whether said ELECTRONIC RECORDS exists in an active file, deleted file, or file fragment.
1407831.1 14023-004 2

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.A WN

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ELECTRONIC RECORDS includes without limitation any and all items stored on computer
memories, hard disks, diskettes and cartridges, network drives, network memory storage, archived
tapes and cartridges, backup tapes, floppy disks, CD-ROMs, removable media, magnetic tapes of
all types, microfiche, and any other media used for digital data storage or transmittal.
ELECTRONIC RECORDS also includes the file, folder tabs, and containers and labels appended
to or associated with each original and non-identical copy.

Dz. "“COMMUNICATION(S)" means any oral, written or electronic transmission of
information, including but not limited to meetings, discussions, conversations, telephone calls,
telegrams, memoranda, letters, telecopies, telexes, conferences, messages, notes or seminars.

E. To "IDENTIFY" a PERSON shall mean to state his, her, or its name and last
known residential and business addresses and last known principal business or employment

position. If the PERSON is deceased, so specify. To "IDENTIFY" a DOCUMENT shall mean to

state with respect thereto:
a. The title of the DOCUMENT;
d. The date appearing thereon and the date of the DOCUMENT’s preparation, if known.
F. "YOU" and "YOUR" shall refer to Defendant BillFloat, Inc. doing business as

Better Finance, and its attorneys, accountants, investigators, agents, employees (current and
former), members of the board of directors, insurance companies and consultants.

G. "BANK" shall refer to Golden Pacific Bancorp, Inc., Golden Pacific Bank, N.A.,
and its attorneys, agents, employees, board of directors and consultants (current and former).

H. "JOINT MARKETING AGREEMENT" shall refer to the Joint Marketing and Joint
Technology Improvement Agreement by and between BillFloat, Inc. and Golden Pacific Bank,
N.A., effective December 6, 2013.

I. "AMENDED MARKETING AGREEMENT" shall refer to the First Amended
Joint Marketing and Joint Technology Improvement Agreement by and between BillFloat, Inc.
and Golden Pacific Bank, N.A., effective July 23, 2014.
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1407831.1 14023-004 3

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.A B Ww De =

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J "GOLD STANDARD" shall refer to the Joint Technology called the Guarantor
Owner Liquidity Debt-coverage Standard, as used in Exhibit A of the JOINT MARKETING
AGREEMENT AND AMENDED MARKETING AGREEMENT.

K. "SMARTBIZ MARKS" shall refer to “SmartBiz Marks” as used in section 1.15 of
the JOINT MARKETING AGREEMENT and section 1.17 of the AMENDED MARKETING
AGREEMENT.

L. "SMARTBIZ BRAND" shall refer to “SmartBiz Brand” as used in section 1.5 of
the JOINT MARKETING AGREEMENT and AMENDED MARKETING AGREEMENT JOINT
MARKETING AGREEMENT shall refer to the Joint Marketing and Joint Technology
Improvement Agreement by and between BillFloat, Inc. and Golden Pacific Bank, N.A., effective
December 6, 2013.

M. “SMARTBIZ" shall refer to both "SmartBiz Brand" and "SmartBiz Marks".

N. "SBA" shall refer to the Small Business Administration.

oO. “BELIEF SYSTEM" shall refer to the "BELIEF System" used in Exhibit A of the
JOINT MARKETING AGREEMENT and Exhibit A of the AMENDED MARKETING
AGREEMENT.

P. “LICENSE AGREEMENT" shall refer to the Software License, Maintenance, and
Support Agreement by and between BillFloat, Inc. and Golden Pacific Bank, N.A., effective
November 6, 2013.

Q. "NON-DISCLOSURE AGREEMENT" shall refer to the Mutual Non-Disclosure
and Confidentiality Agreement by and between BillFloat, Inc. and Golden Pacific Bank, N.A.,
effective November 26, 2012.

R. "JOINT IP" shall refer to the term "Joint IP" as used in section 1.5 of the JOINT
MARKETING AGREEMENT and section 1.5 of the AMENDED MARKETING AGREEMENT.

S. "JOINT IP SOW" shall refer to the term "Joint IP SOW" as used in sections 1.6 and
4.2 of the AMENDED MARKETING AGREEMENT.

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1407831.1, 14023-004 4

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.IY DW Bw NHN

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T. "BUSINESS DEVELOPMENT" shall refer to the term "Business Development" as
used in Section 1.1 of the JOINT MARKETING AGREEMENT and Section 1.1 of the
AMENDED MARKETING AGREEMENT.

U. "BUSINESS DEVELOPMENT SOURCE" shall mean the term “Business
Development Source” as used in section 1.2 in the AMENDED MARKETING AGREEMENT.

Vv. "DEPOSITORY INSTITUTION" shall refer to the term "depository institution" as
used in section 3.1 of the JOINT MARKETING AGREEMENT and AMENDED MARKETING
AGREEMENT as defined herein, but shall not include Golden Pacific Bank, N.A.

WwW. "THIRD PARTY SBA LENDER" shall refer to the term "third party SBA lender"
as used in section 2.5 of the AMENDED MARKETING AGREEMENT as defined herein, but
shall not include Golden Pacific Bank, N.A.

X. “QUALIFIED INTRODUCED BUSINESSES" shall refer to the term “Qualified
Introduced Business” as used in section 1.14 of the AMENDED MARKETING AGREEMENT.

Y. "BUDGET" shall refer to the term "budget" as used in section 1.8 of the JOINT
MARKETING AGREEMENT and section 1.6 of the AMENDED MARKETING AGREEMENT.

Z. "THIRD PARTY NON-SBA LENDER" shall refer to the term "third party non-
SBA lender" as used in section 2.5 of the AMENDED MARKETING AGREEMENT as defined
herein, but shall not include Golden Pacific Bank, N.A.

AA. “IMPROVEMENT EXPENSE" shall refer to the term "Improvement Expense" as
used in Section 1.1 of the JOINT MARKETING AGREEMENT and Section 1.1 of the
AMENDED MARKETING AGREEMENT.

BB. "DELIVERABLES" shall refer to the term "deliverables" as used in section 1.8 of
the JOINT MARKETING AGREEMENT and section 1.6 of the AMENDED MARKETING
AGREEMENT.

SPECIAL INTERROGATORIES
SPECIAL INTERROGATORY NO. 1:
IDENTIFY all PERSONS who were involved in the negotiations between YOU and

BANK regarding the JOINT MARKETING AGREEMENT.
1407831.1 14023-004 5

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.Dn vn es ww

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SPECIAL INTERROGATORY NO. 2:

IDENTIFY ail PERSONS who were involved in the negotiations between YOU and
BANK regarding the LICENSE AGREEMENT,
SPECIAL INTERROGATORY NO. 3:

IDENTIFY all PERSONS who were involved in the negotiations between YOU and
BANK regarding the AMENDED MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 4:

IDENTIFY all PERSONS who were involved in the negotiations between YOU and
BANK regarding the NON-DISCLOSURE AGREEMENT.
SPECIAL INTERROGATORY NO. 5:

IDENTIFY all PERSONS who negotiated the terms of Section 1.5 of the JOINT
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 6:

IDENTIFY all PERSONS who negotiated the terms of Section 1.6 of the JOINT
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 7:

IDENTIFY all PERSONS who negotiated the terms of Section 1.7 of the JOINT
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 8:

IDENTIFY all PERSONS who negotiated the terms of Section 2.1 of the JOINT
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 9:

IDENTIFY all PERSONS who negotiated the terms of Section 2.2 of the JOINT
MARKETING AGREEMENT,
SPECIAL INTERROGATORY NO. 10:

IDENTIFY all PERSONS who negotiated the terms of Section 2.5 of the JOINT

MARKETING AGREEMENT.
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SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO

 

DEFENDANT BILLFLOAT, INC.SPECIAL INTERROGATORY NO. 11:

IDENTIFY all PERSONS who negotiated the terms of Section 3.1 of the JOINT
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 12:

IDENTIFY all PERSONS who negotiated the terms of Section 3.3 of the JOINT
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 13:

IDENTIFY all PERSONS who negotiated the terms of Section 4.2 of the JOINT
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 14:

IDENTIFY all PERSONS who negotiated the terms of Section 12.2 of the JOINT
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 15:

IDENTIFY all PERSONS who negotiated the terms of Section 1.5 of the AMENDED
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 16:

IDENTIFY all PERSONS who negotiated the terms of Section 1.6 of the AMENDED
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 17:

IDENTIFY all PERSONS who negotiated the terms of Section 1.7 of the AMENDED
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 18:

IDENTIFY all PERSONS who negotiated the terms of Section 2.1 of the AMENDED
MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 19:

IDENTIFY all PERSONS who negotiated the terms of Section 2.2 of the AMENDED
MARKETING AGREEMENT.
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SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.10
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SPECIAL INTERROGATORY NO. 20:

IDENTIFY all PERSONS who negotiated the terms of Section 2.5 of the AMENDED
MARKETING AGREEMENT.

SPECIAL INTERROGATORY NO. 21:

IDENTIFY all PERSONS who negotiated the terms of Section 3.1 of the AMENDED
MARKETING AGREEMENT.

SPECIAL INTERROGATORY NO. 22:

IDENTIFY all PERSONS who negotiated the terms of Section 3.3 of the AMENDED
MARKETING AGREEMENT.

SPECIAL INTERROGATORY NO. 23:

IDENTIFY all PERSONS who negotiated the terms of Section 4.2 of the AMENDED
MARKETING AGREEMENT.

SPECIAL INTERROGATORY NO. 24:

IDENTIFY all PERSONS who negotiated the terms of Section 12.2 of the AMENDED
MARKETING AGREEMENT.

SPECIAL INTERROGATORY NO. 25:

IDENTIFY all loan applications referred by YOU to a DEPOSITORY INSTITUTION,
including, but not limited to, the names of the loan applicants, dates of referrals, and amounts of
the loan applications.

SPECIAL INTERROGATORY NO. 26:

IDENTIFY all loan applications referred by YOU that were funded by a DEPOSITORY
INSTITUTION, including, but not limited to, the names of the loan applicants, dates of referrals,
and amounts of the loan applications.

SPECIAL INTERROGATORY NO. 27:

IDENTIFY all loan applications referred by YOU to a THIRD PARTY SBA LENDER,
including, but not limited to, the names of the loan applicants, dates of referrals, and amounts of
the loan applications.

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SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.N

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SPECIAL INTERROGATORY NO. 28:

 

IDENTIFY all loan applications referred by YOU that were funded by a THIRD PARTY
SBA LENDER, including, but not limited to, the names of the loan applicants, dates of referrals,
and amounts of the loan applications.

SPECIAL INTERROGATORY NO. 29:

IDENTIFY all PERSONS employed by YOU from January 1, 2013, through
August 31, 2015, whose responsibilities include government guaranteed lending.

SPECIAL INTERROGATORY NO. 30:

For each PERSON stated in response to Special Interrogatory No. 29, state the PERSON's
job title at BillFloat, Inc.

SPECIAL INTERROGATORY NO. 31:

IDENTIFY all loan applications referred by YOU to a THIRD PARTY NON-SBA
LENDER, including, but not limited to, the names of the loan applicants, dates of referrals, and
amounts of the loan applications.

SPECIAL INTERROGATORY NO. 32:

IDENTIFY all loan applications referred by YOU that were funded by a THIRD PARTY
NON-SBA LENDER, including, but not limited to, the names of the loan applicants, dates of
referrals, and amounts of the loan applications.

SPECIAL INTERROGATORY NO. 33:

IDENTIFY all PERSONS employed by YOU from January 1, 2013, through
August 31, 2015, whose responsibilities include SBA 7(a) lending.

SPECIAL INTERROGATORY NO. 34:

For each PERSON stated in response to Special Interrogatory No. 33, state the PERSON's
job title at BillFloat, Inc.

SPECIAL INTERROGATORY NO. 35:

IDENTIFY all loan applications referred by YOU to Celtic Bank, including, but not
limited to, the names of the loan applicant, dates of referrals, and amounts of the loan application.

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1407831... 14023-004 9

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.Cwm nN DA HW FB wBHN

 

 

SPECIAL INTERROGATORY NO. 36:

IDENTIFY all loan applications referred by YOU that were funded by Celtic Bank,
including, but not limited to, the names of the loan applicants, dates of referrals, and amounts of
the loan applications.

SPECIAL INTERROGATORY NO. 37:

IDENTIFY all loan applications referred by YOU to First Home Bank, including, but not
limited to, the names of the loan applicants, dates of referrals, and amounts of the loan
applications.

SPECIAL INTERROGATORY NO. 38:

IDENTIFY all loan applications referred by YOU that were funded by First Home Bank,
including, but not limited to, the names of the loan applicants, dates of referrals, and amounts of
the loan applications.

SPECIAL INTERROGATORY NO. 39:

Please state YOUR full and complete understanding of the meaning of the contract term
"future small business lending products or services" as that quoted term is used in section 3.1 of
the JOINT MARKETING AGREEMENT.

SPECIAL INTERROGATORY NO. 40:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 39.

SPECIAL INTERROGATORY NO. 41:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 39.

SPECIAL INTERROGATORY NO. 42:

Please state YOUR full and complete understanding of the meaning of the contract term
“new small business and other lending products" as that quoted term is used in section 3.1 of the
JOINT MARKETING AGREEMENT.

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SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC,Cm nN DH B&B WN

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SPECIAL INTERROGATORY NO. 43:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 42.

SPECIAL INTERROGATORY NO. 44:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 42.

SPECIAL INTERROGATORY NO. 45:

IDENTIFY all "future small business lending products or services” as that quoted term is
used in section 3.1 of the JOINT MARKETING AGREEMENT which YOU offered to or through
a DEPOSITORY INSTITUTION after December 1, 2013.

SPECIAL INTERROGATORY NO. 46:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 45.

SPECIAL INTERROGATORY NO. 47:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 45.

SPECIAL INTERROGATORY NO. 48:

IDENTIFY any and all "new small business and other lending products" as that quoted
term is used in section 3.1 of the JOINT MARKETING AGREEMENT which YOU developed
after December 1, 2013.

SPECIAL INTERROGATORY NO. 49:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 48.

SPECIAL INTERROGATORY NO. 50:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 48.

SPECIAL INTERROGATORY NO. 51:

Did YOU enter into a license agreement or other contractual relationship with any lending
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SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
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institution and/or bank for underwriting SBA 7(a) loans since December 6, 2013?
SPECIAL INTERROGATORY NO. 52:

If YOUR response to Special Interrogatory 51 is "Yes," please identify each and every
lending institution and bank with which YOU entered into a license agreement or other contractual
relationship for underwriting SBA 7(a) loans since December 6, 2013.

SPECIAL INTERROGATORY NO. 53:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 52.

SPECIAL INTERROGATORY NO. 54:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 52.

SPECIAL INTERROGATORY NO. 55:

If YOUR response to Special Interrogatory is 51 "Yes," did YOU provide thirty (30) days
prior written notice to BANK before entering into each and every bank license agreement or other
contractual relationship with another lender for underwriting SBA 7(a) loans?

SPECIAL INTERROGATORY NO. 56:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 55.

SPECIAL INTERROGATORY NO. 57:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 55.

SPECIAL INTERROGATORY NO. 58:

IDENTIFY all QUALIFIED INTRODUCED BUSINESSES to which YOU referred an
SBA loan of $25,000 or less to a lender other than BANK, including the date and amount of each
of the SBA loan referrals.

SPECIAL INTERROGATORY NO. 59:
IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your

response to Special Interrogatory 58.
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SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.YD WNW Bw Bw

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SPECIAL INTERROGATORY NO. 60:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and

circumstances supporting YOUR response to Special Interrogatory 58.
SPECIAL INTERROGATORY NO. 61:

IDENTIFY each date on which YOU delivered a JOINT IP SOW to BANK.
SPECIAL INTERROGATORY NO. 62:

IDENTIFY in detail all work related to the JOINT IP SOW that was included in each and
every JOINT IP SOW that YOU delivered to BANK.
SPECIAL INTERROGATORY NO. 63:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 62.

SPECIAL INTERROGATORY NO. 64:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 62.

SPECIAL INTERROGATORY NO. 65:

IDENTIFY all DOCUMENTS pertaining, relating or referring to the BUDGET that was
included in each and every JOINT IP SOW that YOU delivered to BANK.
SPECIAL INTERROGATORY NO. 66:

IDENTIFY all DELIVERABLES that were included in each and every JOINT IP SOW,
that YOU delivered to BANK.

SPECIAL INTERROGATORY NO. 67:

Please explain in detail all costs of all software developer(s) and software technician(s) that
were included in each and every JOINT IP SOW that YOU delivered to BANK, including but not
limited to the name(s), hourly rate(s), the task(s) completed and amount of time billed to BANK of
the software developer(s) and software technician(s), and how each task related to the
maintenance, operation, improvement, and increase in value of the JOINT IP.

Mi

Mf
1407831.1 14023-004 B

SPECIAL INTERROGATORIES, SET NO, ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.SPECIAL INTERROGATORY NO. 68:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 67.

SPECIAL INTERROGATORY NO. 69:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 67.

SPECIAL INTERROGATORY NO. 70:

Were any costs of sofiware developers and software technicians that were included in a
JOINT IP SOW related to the maintenance, operation, improvement, and/or increase in value of
the BELIEF SYSTEM?

SPECIAL INTERROGATORY NO. 71:

If YOUR response to Special Interrogatory 70 is "Yes," please explain in detail how the
costs of software developers and software technicians that were included in a JOINT IP SOW
related to the maintenance, operation, improvement, and/or increase in value of the BELIEF
SYSTEM.

SPECIAL INTERROGATORY NO. 72:

Please explain in detail all "hosting" expenses that were included in each and every JOINT
IP SOW that YOU delivered to BANK, including but not limited to the name(s) of employees and
vendors, their hourly rate(s) and time billed, and the task(s) they completed concerning the
"hosting" expenses, and how the “hosting” expenses related to the maintenance, operation,
improvement, and increase in value of the JOINT IP.

SPECIAL INTERROGATORY NO. 73:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 72.

SPECIAL INTERROGATORY NO. 74:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 72.

fit

1407831.1 14023-004 14

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.nN

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SPECIAL INTERROGATORY NO. 75:

Were any hosting expenses that were included in a JOINT IP SOW delivered to BANK
related to the maintenance, operation, improvement, and/or increase in value of the BELIEF
SYSTEM?

SPECIAL INTERROGATORY NO. 76:

If YOUR response to Special Interrogatory 75 is "Yes," explain in detail how the hosting
expenses that were included in a JOINT IP SOW related to the maintenance, operation,
improvement, and/or increase in value of the BELIEF SYSTEM.

SPECIAL INTERROGATORY NO. 77:

Please explain in detail all "loan specialist" expenses that were included in each and every
JOINT IP SOW that YOU delivered to BANK, including but not limited to the name(s) of "loan
specialist(s)," their hourly rate(s) and time billed, the task(s) they completed, and how the loan
specialist expenses related to the maintenance, operation, improvement, and increase in value of
the JOINT IP.

SPECIAL INTERROGATORY NO. 78:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 77.

SPECIAL INTERROGATORY NO. 79:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 77.

SPECIAL INTERROGATORY NO. 80:

Were any loan specialist expenses that were included in a JOINT IP SOW delivered to
BANK related to the maintenance, operation, improvement, and/or increase in value of the
BELIEF SYSTEM?

SPECIAL INTERROGATORY NO. 81:

if YOUR response to Special Interrogatory 80 is "Yes," explain in detail how the loan

specialist expenses that were included in a JOINT IP SOW related to the maintenance, operation,

improvement, and/or increase in value of the BELIEF SYSTEM.
14078311 14023-004 15

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.UA Bk Bw

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SPECIAL INTERROGATORY NO. 82:

Please explain in detail all "customization" expenses that were included in each and every
JOINT IP SOW that YOU delivered to BANK, including but not limited to the name(s) of all
employees and vendor who worked on the customization, their hourly rate(s) and time billed, the
task(s) they completed, and how the customization expenses related to the maintenance, operation,
improvement, and increase in value of the JOINT IP.

SPECIAL INTERROGATORY NO. 83:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 82.

SPECIAL INTERROGATORY NO. 84:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 82.

SPECIAL INTERROGATORY NO. 85:

Were any customization expenses that were included in a JOINT IP SOW related to the
maintenance, operation, improvement, and/or increase in value of the BELIEF SYSTEM?
SPECIAL INTERROGATORY NO. 86:

If YOUR response to Special Interrogatory 85 is "Yes," explain in detail how the
customization expenses that were included in a JOINT IP SOW related to the maintenance,
operation, improvement, and/or increase in value of the BELIEF SYSTEM.

SPECIAL INTERROGATORY NO. 87:

Please explain in detail all "design" expenses that were included in each and every JOINT
IP SOW that YOU delivered to BANK, including but not limited to the name(s) of all employees
and vendor who worked on the designs, their hourly rate(s) and time billed, the task(s) they
completed, and how the design expenses related to the maintenance, operation, improvement, and
increase in value of the JOINT IP.

SPECIAL INTERROGATORY NO. 88:
IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your

response to Special Interrogatory 87.
1407831.1. 14023-004 16

 

SPECIAL INTERROGATORIES, SET NO, ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO.
DEFENDANT BILLFLOAT, INC.SPECIAL INTERROGATORY NO. 89:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 87.

Were any design expenses that were included in a JOINT IP SOW related to the
maintenance, operation, improvement, and/or increase in value of the BELIEF System?
SPECIAL INTERROGATORY NO. 91:

If YOUR response to Special Interrogatory 90 is "Yes," explain in detail how the design
expenses that were included in a JOINT IP SOW related to the maintenance, operation,
improvement, and/or increase in value of the BELIEF SYSTEM.

SPECIAL INTERROGATORY NO. 92:

Please explain in detail all “business development” expenses that were included in each
and every JOINT IP SOW that YOU delivered to BANK, including but not limited to the name(s)
of all employees and vendor who worked on the business development, their hourly rate(s) and
time billed, the task(s) they completed, and how the business development expenses related to the
maintenance, operation, improvement, and increase in value of the JOINT IP.

SPECIAL INTERROGATORY NO. 93:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 92.

SPECIAL INTERROGATORY NO. 94:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 92.

SPECIAL INTERROGATORY NO. 95:

Were any “business development” expenses that were included in a JOINT IP SOW
related to the maintenance, operation, improvement, and/or increase in value of the BELIEF
SYSTEM?

SPECIAL INTERROGATORY NO. 96:

If YOUR response to Special Interrogatory 95 is "Yes," explain in detail how the “business
1407831. 14023-004 17

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.om YN DAWA RB WN =

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development” expenses that were included in a JOINT IP SOW related to the maintenance,
operation, improvement, and/or increase in value of the BELIEF SYSTEM.
SPECIAL INTERROGATORY NO. 97:

Please explain in detail all "tech ops" expenses that were included in each and every
JOINT IP SOW that YOU delivered to BANK, including but not limited to the name(s) of all
employees and vendor who worked on the tech ops, their hourly rate(s) and time billed, the task(s)
they completed, and how the tech ops expenses related to the maintenance, operation,
improvement, and increase in value of the JOINT IP.

SPECIAL INTERROGATORY NO. 98:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 97.

SPECIAL INTERROGATORY NO. 99:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 97.

SPECIAL INTERROGATORY NO. 100:

IDENTIFY each and every date on which BANK informed YOU either orally or in writing
that BANK wanted YOU to refer it QUALIFIED INTRODUCED BUSINESSES that were
seeking an SBA loan up to $150,000.

SPECIAL INTERROGATORY NO. 101:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 100.

SPECIAL INTERROGATORY NO. 102:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 100.

SPECIAL INTERROGATORY NO. 103:

IDENTIFY each and every date on which BANK informed YOU either orally or in writing
that BANK wanted YOU to refer it QUALIFIED INTRODUCED BUSINESSES that were

seeking an SBA loan above $150,000.
1407831.1 14023-004 18

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.Ce YN DAW BF WN

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SPECIAL INTERROGATORY NO. 104:

IDENTIFY ail PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 103.
SPECIAL INTERROGATORY NO. 105:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 103.
SPECIAL INTERROGATORY NO. 106:

IDENTIFY each and every date on which BANK informed YOU orally and in writing that
BANK wanted YOU to refer it a business loan product in a loan amount of $25,001 to $150,000.
SPECIAL INTERROGATORY NO. 107:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 106.
SPECIAL INTERROGATORY NO. 108:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 106.
SPECIAL INTERROGATORY NO. 109:

IDENTIFY each and every date on which BANK informed YOU orally and in writing that
BANK wanted YOU to refer it a business loan product in a loan amount above $150,000.
SPECIAL INTERROGATORY NO. 110:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 109.
SPECIAL INTERROGATORY NO. 111:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 109.
SPECIAL INTERROGATORY NO. 112:

IDENTIFY each and every date on which YOU presented a JOINT IP SOW to BANK for
payment.

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1407831.1 14023-004 19

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.oem YW DH BF BN

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SPECIAL INTERROGATORY NO. 113:

IDENTIFY in factual detail each and every expense for which BANK paid to YOU in the
amount of $320,749 pursuant to Exhibit B of the AMENDED MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 114:

IDENTIFY in detail any and all BUSINESS DEVELOPMENT expenses that were
included in each and every JOINT IP SOW that YOU presented to BANK since January 1, 2013.
SPECIAL INTERROGATORY NO. 115:

IDENTIFY in detail any and all IMPROVEMENT EXPENSE charges that were included
in each and every JOINT IP SOW that YOU presented to BANK since January 1, 2013.
SPECIAL INTERROGATORY NO. 116:

IDENTIFY each and every audit and third party review BillFloat, Inc.'s financial
statements since 2013 related to SMARTBIZ, including but not limited to the audit and third party
review dates and names of auditors and third party/parties that performed the audit and reviews of
the financial statements.

SPECIAL INTERROGATORY NO. 117:

IDENTIFY each and every BUSINESS DEVELOPMENT SOURCE that has maintained a
business development relationship with YOU since December 1, 2013.

SPECIAL INTERROGATORY NO. 118:

IDENTIFY each and every BUSINESS DEVELOPMENT SOURCE that has either
introduced YOU to a small business that needed a SBA loan since December 1, 2013.

SPECIAL INTERROGATORY NO. 119:

IDENTIFY each and every training session, by date and subject matter, at which BillFloat,
Inc.'s employees were trained to comply with federal and state laws and regulations involving
SBA 7(a) lending.

SPECIAL INTERROGATORY NO. 120:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your

response to Special Interrogatory 119.

(//
1407831, 14023-004 20

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO.
DEFENDANT BILLFLOAT, INC.SPECIAL INTERROGATORY NO. 121:

IDENTIFY all PERSONS with knowledge of the facts and circumstances pertaining,
relating or referring to changes in YOUR policies and procedures for adverse action letters that
YOU sent to lending customers.

SPECIAL INTERROGATORY NO. 122:

IDENTIFY each and every corrective measure taken by YOU to achieve compliance with
state and federal regulations and laws involving SBA 7(a) lending.
SPECIAL INTERROGATORY NO. 123:

IDENTIFY each and every one of YOUR employees who negotiated agreements by and
between YOU and a BUSINESS DEVELOPMENT SOURCE, including their names and job
titles, since December 1, 2013
SPECIAL INTERROGATORY NO. 124:

Identify the names of all loan applicants that were referred to YOU by each and every
BUSINESS DEVELOPMENT SOURCE with which you maintained a business development
relationship since December 1, 2013.

SPECIAL INTERROGATORY NO. 125:

Please state whether each of the loan applicants that were referred to YOU by a
BUSINESS DEVELOPMENT SOURCE was referred to BANK for a SBA 7(a) loan.
SPECIAL INTERROGATORY NO. 126:

IDENTIFY the names of each and every PERSON who was involved in the decision to
offer SMARTBIZ loans over $25,000.

SPECIAL INTERROGATORY NO. 127:

Please explain in detail how the decision was made to offer SMARTBIZ loans over
$25,000.

SPECIAL INTERROGATORY NO. 128:

Please explain how was the decision to offer SMARTBIZ loans over $25,000 was
communicated to funding institutions.

/t/
1407831.1 14023-004 21

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO.
DEFENDANT BILLFLOAT, INC.SPECIAL INTERROGATORY NO. 129:

Please explain how was the decision to offer SMARTBIZ loans over $25,000 was
communicated customers.
SPECIAL INTERROGATORY NO. 130:

IDENTIFY each and every PERSON who worked in the development of the BELIEF
SYSTEM, including their names and job titles.
SPECIAL INTERROGATORY NO. 131:

Please state YOUR full and complete understanding of the meaning of the contract term
"future small business lending products or services" as that quoted term is used in section 3.1 of
the AMENDED MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 132:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 131.
SPECIAL INTERROGATORY NO. 133:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 131.
SPECIAL INTERROGATORY NO. 134:

Please state YOUR full and complete understanding of the meaning of the contract term
"new small business and other lending products" as that quoted term is used in section 3.1 of the
AMENDED MARKETING AGREEMENT.
SPECIAL INTERROGATORY NO. 135:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 134.
SPECIAL INTERROGATORY NO. 136:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 134.
SPECIAL INTERROGATORY NO. 137:

IDENTIFY all "future small business lending products or services” as that quoted term is
1407831.1. 14023-004 22

 

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC.we

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used in section 3.1 of the AMENDED MARKETING AGREEMENT which YOU offered to or
through a DEPOSITORY INSTITUTION after December 1, 2013.
SPECIAL INTERROGATORY NO. 138:

IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your
response to Special Interrogatory 137.

SPECIAL INTERROGATORY NO. 139:

IDENTIFY all DOCUMENTS pertaining, relating or referring to any and all facts and
circumstances supporting YOUR response to Special Interrogatory 137.

SPECIAL INTERROGATORY NO. 140:

IDENTIFY any and all "new small business and other lending products" as that quoted
term is used in section 3.1 of the AMENDED MARKETING AGREEMENT which YOU
developed after December 1, 2013.

SPECIAL INTERROGATORY NO. 141:
IDENTIFY all PERSONS with knowledge of the facts and circumstances supporting your

response to Special Interrogatory 140.

Dated: December 7, 2015 KRONICK, MOSKOVITZ, TIEDEMANN & GIRARD
A Professional Corporation

   

Bruce A. Scheidt
Attorneys for Plaintiff
GOLDEN PACIFIC BANK, N.A.

1407831.1, 14023-004 23

SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC BANK, N.A. TO
DEFENDANT BILLFLOAT, INC. sCoon a

PROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF SACRAMENTO

At the time of service, I was over 18 years of age and not a party to this action. I am
employed in the County of Sacramento, State of California. My business address is 400 Capitol
Mall, 27th Floor, Sacramento, CA 95814.

On December 7, 2015, I served true copies of the following document(s) described as
SPECIAL INTERROGATORIES, SET NO. ONE, PROPOUNDED BY GOLDEN PACIFIC
BANK, N.A. TO DEFENDANT BILLFLOAT, INC. on the interested parties in this action as
follows:

William T. Webb

Jennifer D. Yu

155 Montgomery Street, Ste. 1200

San Francisco, CA 94104

Tel.: 415-277-7200

Fax: 415-277-7210

Email: wwebb@webblegalgroup.com

cc: Jennifer Yu (ivu@webblegalgroup.com)

BY HAND DELIVERY: I caused such envelope(s) to be delivered by hand to the office
of the addressee(s).

I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.

Executed on December 7, 2015, at Sacramento, California.

Bao Xio

 

14078311 14023-004 1

 

 

PROOF OF SERVICE