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ELECTRONICALLY FILED
SEED MACKALL LLP Superior Court of Califomia
1332 ANACAPA STREET, SUITE 200 County of Santa Barbara
POST OFFICE BOX 2578 Darrel E. Parker, Executive Officer
SANTA BARBARA, CALIFORNIA 93120
TELEPHONE: (805) 963-0669 9/8/2021 10:41 AM
TELEFAX: (805) 962-1404 By: Elizabeth Spann, Deputy
Alan D. Condren, Bar No. 180624
Elan A. Shpigel, Bar No. 324586
Attorneys for Petitioner Jonas Svensson
SUPERIOR COURT, STATE OF CALIFORNIA
COUNTY OF SANTA BARBARA, ANACAPA DIVISION
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11 JONAS SVENSSON, individually, Case No. 20CV04285
12 (Assigned For All Purposes To The
Petitioner, Honorable Colleen K. Sterne)
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VS.
14 NOTICE OF ENTRY OF RULING ON
REQUEST FOR WRIT OF MANDATE
15 i073 INVESTMENTS, INC., and
TRISTAN STRAUSS.
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Respondents.
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19 TO ALL INTERESTED PARTIES AND THEIR ATTORNEYS OF RECORD:
20 NOTICE IS HEREBY GIVEN that on September 3, 2021, the Court entered its Ruling on
21 Request for Writ of Mandate, a full, true, and correct copy of which is attached hereto as Exhibit 1.
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Lp
23 DATED: September“, 2021. SEED MACKAAL LI
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By:
Alan D>Condren
Elan A. Shpigel
26 Attorneys for Petitioner Jonas Svensson
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1
NOTICE OF ENTRY OF RULING ON REQUEST FOR WRIT OF MANDATE
EXHIBIT 1
SANTA BARBARA COUNTY SUPERIOR COURT
1100 Anacapa Street
FILED
SUPERIOR COURT of CALIFORNIA
Santa Barbara, CA 93101 COUNTY of SANTA BARBARA
09/03/2021
Darrel E. Parker, Executive Officer
BY__Swan, Kary
Deputy Clerk
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SANTA BARBARA
ANACAPA DIVISION
10
MW
Case No.: 20CV04285
12 JONAS SVENSSON, Individually,
RULING ON REQUEST FOR
13 Petitioner WRIT OF MANDATE
14 Vv. Date: June 21, 2021
Time: 10:00 a.m.
i073 INVESTMENTS, INC. and Dept.: 5
15
TRISTAN STRAUSS,
Judge Colleen K. Sterne
16 Respondents.
17
)
18 This Request for Writ of Mandate was heard June 21, 2021 at 10:00 a:m. in Depariment 4
19 before Judge Colleen K. Sterne. Petitioner appeared by counsel Elan A. Shpigel, Esq. of Seed
20 Mackall LLP. Respondents appeared by counsel Naomi R. Dewey, Esq. of Trusted Legal. The
21 matter was submitted on briefing and oral argument. The court, having considered the record!
22 and file in this action, the briefing of the issues, and oral argument of counsel, issues this ruling
23 on the requested Writ of Mandate.
24 Mill
25 Md
RULING ON REQUEST FOR WRIT OF MANDATE - |
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1 Introduction
1 This Petition for Writ of Mandate seeks to compel i073 Investments, Inc. and
Tristan Strauss to permit Jonas Svensson (“Svensson”) to inspect and copy the books and
records of The Headwaters Group (“Headwaters”). Svensson is an individual who resides in
Ventura County, California. Respondent i073 Investments, Inc. (1073") is a California
corporation with its headquarters and principal place of business in Santa Barbara County
California. i073 and its subsidiaries and affiliates are collectively referred to as Headwaters .
Respondent Tristan Strauss (“Strauss”) is the Chief Executive Officer, Secretary, and a membe!
of the Board of Directors of i073. He resides in Santa Barbara County, California. i073)
10 maintains the books, records, and documents of Headwaters in Santa Barbara County, California]
i Svensson is a member of the i073's Board of Directors. Svensson asserts that as a director of
12 i073, has the right to inspect and copy all records of i073 pursuant to Corporations Code § 1602]
13 Svensson is the second largest shareholder of i073. His 200,000 shares representing 26.5% of
14 the total outstanding shares. Svensson also asserts that as a shareholder of i073 he has the righ
15 to inspect and copy all records of i073 pursuant to Corporations Code § 1601. Svensson argues
16 that his requests for information are reasonably related to his interests as a shareholder in thal
17 they relate to the overall operation, management and financesof Headwaters, in which he is the|
18 largest shareholder,
19 2. Respondents assert that the discovery rights of the Petitioner are adequatel
20 addressed in companion litigation to this Writ proceeding, Santa Barbara County Superior Cour!
21 case number 20CV01556
22 the (“Related Case,) also pending in this Department. The Related Case, also filed b
23 Svensson, former Executive Chairman, contains causes of action against Respondents for
24 breaches of an Employment Agreement, Shareholders’ Agreement and Restricted Stock Award)
25 Agreement. He also brought a Shareholder Derivative claim for breach of fiduciary duty}
RULING ON REQUEST FOR WRIT OF MANDATE - 2
Petitioner requested an injunction, granted by this court, forbidding the re-purchase o
Petitioner’s shares during the pendency of the litigation. The court also granted Respondents’
motion to compel arbitration of claims pertaining to the Shareholders’ Agreement. In the|
Related Case, Petitioner brought a motion to compel response to 34 document requests
propounded to the Respondents. The court granted the motion as to 31 of the 34 requests, and
imposed a monetary sanction upon the Respondents.
I. Matter at Issue.
3 At the oral argument concerning this Writ on June 21, 2021, Both Petitioner and
Respondent acknowledged that the production had been completed in the interim with respect to}
10 all but two categories: (1) documents relating to the addition of new owners to the Headwaters,
iW Group and (2) the capitalization table for i073 and materials relating to such calculation(s),
12 Respondents pointed out that there is no capitalization table per se in existence and argued that
13 the documents relating to the addition of new owners to the Headwaters Group need not be
14 produced, because the relationship of the subject companies is not subsidiary in nature]
15 Petitioner responded that if a capitalization table per se does not exist, a formal response to that
16 effect to the discovery would be appropriate, and that nonetheless there may be materials relating}
17 to capitalization calculations that may be available to be produce. Petitioner argued that the
18 corporate relationships in Headwaters Group are sufficiently connected to required production o}
19 the requested materials concerning both capitalization and addition of new owners to th
20 Headwaters Group.
21 TH. Analysis.
22 4 The court notes the role that the Related Case has played in relation to this Wri
23 proceeding. At the time the motion to compel was litigated in the Related Case, it was argued b;
24 Respondents that the discovery being sought should be addressed by a Writ of Mandate. And inj
25 this Writ proceeding, it has been argued that adequate relief exists in the Related Cased such
RULING ON REQUEST FOR WRIT OF MANDATE - 3
ae ee ee
| that the Writ proceeding should not have been pursued. Petitioner correctly commented tha
these assertions require a ruling in the Writ proceeding, and the court agrees.
5 The court agrees with the arguments of Petitioner concerning the scope off
shareholder discovery permissible, as succinctly noted in Ballantine and Sterling California
Corporation Laws section 272.02[1]b} (2020): "Matters "reasonably related to the holder's
interests as a shareholder" have been held to include the following: (1) ascertaining the financial}
condition of the corporation, the propriety of dividends, or the value of stock; (2) ascertaining
whether there has been mismanagement, (3) in anticipation of corporate meetings where
important questions are to be voted on; and (4) in aid of litigation with the corporation or its
10 officers.” While this discovery ability is not unlimited, is very expansive, as the cases cited and
iW arguments made in the Petition for Writ and the Reply brief of Petitioner demonstrate. The cour
12 has no need to reiterate that material here.
13 6 The egregious tort and attorney/client privilege exceptions do not apply in this
14 case of Petitioner’s role as director. There is no evidence that Petitioner intends any egregious!
15 tortious conduct. Such conduct must be truly egregious, not merely litigious. [The egregious
16 tort exception] . . . should only be applied in extreme circumstances where a preponderance o
17 the evidence establishes the director’s clear intent to use the documents to commit an egregious
18 torr — one that cannot be remedied by subsequent monetary damages — against the corporation.’
19 Saline y. Superior Court (2002) 100 Cal.App.4" 909, 915. In this matter there has been noj
20 evidence that the Petitioner seeks to use any information it receives inappropriately, such as
21 improper use of trade secrets- he seeks only to obtain that information necessary for a ful
22 understanding of the structure, activities and finances of the subject corporation(s).
23 7 Petitioner and the Headwaters Group do indeed have adverse positions on al
24 yarious issues in this case, but that alone does not provide a complete shield to informatio
25 claimed to be subject to attorney/client privilege. Respondent’s assertions are a significant
RULING ON REQUEST FOR WRIT OF MANDATE - 4
we
expansion of the holding in Tritek Telecom, Inc. v. Superior Court (2009) 169 Cal.App.4" 138
The holding in Tritek provides protection for attorney/client information from former officers|
and directors under certain circumstances. Petitioner does not seek attorney/client information|
per se, rather, it properly asserts that such protection does not extend to all information and}
documents concerning the corporation. Of course, any information or documents claimed to be
subject to attorney/client privilege should be adequately described in a privilege log, in order that
the assertion of privilege can be tested if necessary.
7 The corporate subsidiary relationships are sufficiently intertwined to permi
discovery relating to the entire Headwaters group. The court previously reached this conclusion
10 in the Related Case, and the court refers the parties to that ruling.
VW IL. Ruling.
12 8 The court, having considered the record and file in this action, the briefing!
13 provided and the argument of counsel, finds that the request for Writ of Mandate is well taken as
14 to the two remaining issues of (1) documents relating to the issue of addition of new owners to
15 the Headwaters Group, and (2) a capitalization table and/or materials related to capitalization
16 calculations. The court issues a Writ of Mandate requiring Respondents to provide documents
17 for inspection and copying from the books, records and documents of the Headwaters Group and,
18 the entities within it, responsive to the above categories. The court is contemplating an award o
19 fees and costs to Petitioner, but desires to see a declaration (and supporting material if any)
20 concerning the amount and entitlement thereto. Respondent may of course submit a responding
21 declaration. The court sets the issue of fees and costs for hearing on the regular civil law and
22 Mitt
23 M1/tl
24 fil
25 Hilt
RULING ON REQUEST FOR WRIT OF MANDATE - 5
motion calendar on Monday, October 25, 2021 at 10:00 am. in Department 5. Petitioner’
declaration must be filed by October 4, 2021. Any response must be filed by October 15, 2021]
No reply will be required.
Dated: September 3, 2021
Colleen K. Sterne, Judge
Superior Court of the State of California
County of Santa Barbara
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RULING ON REQUEST FOR WRIT OF MANDATE - 6
PROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF SANTA BARBARA:
Iam employed in the County of Santa Barbara, State of California. I am over the age of 18
years and not a party to the within action; my business address is 1332 Anacapa Street, Suite 200,
Santa Barbara, CA 93101.
On September. S , 2021, I served the foregoing document described as NOTICE OF
ENTRY OF RULING ON REQUEST FOR WRIT OF MANDATE on interested parties in this
action by placing copies thereof enclosed in a sealed envelope addressed as follows:
Selna Partners LLP Attorneys for Respondents
70 Washington Street, Suite 303 i073 Investments, Inc.
Oakland, CA 94607 Tristan Strauss
10 Steven M. Selna
11 Robert W. Selna
12
(BY MAIL) I deposited such envelope in the mail at Santa Barbara, California. The
13
envelope was mailed with postage thereon fully prepaid.
14
(BY MAIL) Iam “readily familiar" with the firm's practice of collecting and processing
15 correspondence for mailing. Under that practice it would be deposited with the U.S. Postal
Service on that same day with postage thereon fully prepaid at Santa Barbara, California in
16
the ordinary course of business. I am aware that on motion of the party served, service is
17 presumed invalid if postal cancellation date or postage meter date is more than one day after
date of deposit for mailing in affidavit.
18
(BY OTHER OVERNIGHT DELIVERY) I deposited such envelope in a box or other
19 facility regularly maintained by the express service carrier, or delivered to an authorized
20 courier or driver authorized by the express service carrier to receive documents, in an
envelope or package designated by the express service carrier with delivery fees paid or
21 provided for.
22 (State) I declare under penalty of perjury under the laws of the State of California that the
above is true and correct. Executed on September _&_, 2021, at Santa Barbara,
23
California.
24
25 WORHeidi Sharp‘Scranton
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Preview
ELECTRONICALLY FILED SEED MACKALL LLP Superior Court of Califomia 1332 ANACAPA STREET, SUITE 200 County of Santa Barbara POST OFFICE BOX 2578 Darrel E. Parker, Executive Officer SANTA BARBARA, CALIFORNIA 93120 TELEPHONE: (805) 963-0669 9/8/2021 10:41 AM TELEFAX: (805) 962-1404 By: Elizabeth Spann, Deputy Alan D. Condren, Bar No. 180624 Elan A. Shpigel, Bar No. 324586 Attorneys for Petitioner Jonas Svensson SUPERIOR COURT, STATE OF CALIFORNIA COUNTY OF SANTA BARBARA, ANACAPA DIVISION 10 11 JONAS SVENSSON, individually, Case No. 20CV04285 12 (Assigned For All Purposes To The Petitioner, Honorable Colleen K. Sterne) 13 VS. 14 NOTICE OF ENTRY OF RULING ON REQUEST FOR WRIT OF MANDATE 15 i073 INVESTMENTS, INC., and TRISTAN STRAUSS. 16 Respondents. 17 18 19 TO ALL INTERESTED PARTIES AND THEIR ATTORNEYS OF RECORD: 20 NOTICE IS HEREBY GIVEN that on September 3, 2021, the Court entered its Ruling on 21 Request for Writ of Mandate, a full, true, and correct copy of which is attached hereto as Exhibit 1. 22 Lp 23 DATED: September“, 2021. SEED MACKAAL LI 24 25 By: Alan D>Condren Elan A. Shpigel 26 Attorneys for Petitioner Jonas Svensson 27 28 1 NOTICE OF ENTRY OF RULING ON REQUEST FOR WRIT OF MANDATE EXHIBIT 1 SANTA BARBARA COUNTY SUPERIOR COURT 1100 Anacapa Street FILED SUPERIOR COURT of CALIFORNIA Santa Barbara, CA 93101 COUNTY of SANTA BARBARA 09/03/2021 Darrel E. Parker, Executive Officer BY__Swan, Kary Deputy Clerk SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA BARBARA ANACAPA DIVISION 10 MW Case No.: 20CV04285 12 JONAS SVENSSON, Individually, RULING ON REQUEST FOR 13 Petitioner WRIT OF MANDATE 14 Vv. Date: June 21, 2021 Time: 10:00 a.m. i073 INVESTMENTS, INC. and Dept.: 5 15 TRISTAN STRAUSS, Judge Colleen K. Sterne 16 Respondents. 17 ) 18 This Request for Writ of Mandate was heard June 21, 2021 at 10:00 a:m. in Depariment 4 19 before Judge Colleen K. Sterne. Petitioner appeared by counsel Elan A. Shpigel, Esq. of Seed 20 Mackall LLP. Respondents appeared by counsel Naomi R. Dewey, Esq. of Trusted Legal. The 21 matter was submitted on briefing and oral argument. The court, having considered the record! 22 and file in this action, the briefing of the issues, and oral argument of counsel, issues this ruling 23 on the requested Writ of Mandate. 24 Mill 25 Md RULING ON REQUEST FOR WRIT OF MANDATE - | — 1 Introduction 1 This Petition for Writ of Mandate seeks to compel i073 Investments, Inc. and Tristan Strauss to permit Jonas Svensson (“Svensson”) to inspect and copy the books and records of The Headwaters Group (“Headwaters”). Svensson is an individual who resides in Ventura County, California. Respondent i073 Investments, Inc. (1073") is a California corporation with its headquarters and principal place of business in Santa Barbara County California. i073 and its subsidiaries and affiliates are collectively referred to as Headwaters . Respondent Tristan Strauss (“Strauss”) is the Chief Executive Officer, Secretary, and a membe! of the Board of Directors of i073. He resides in Santa Barbara County, California. i073) 10 maintains the books, records, and documents of Headwaters in Santa Barbara County, California] i Svensson is a member of the i073's Board of Directors. Svensson asserts that as a director of 12 i073, has the right to inspect and copy all records of i073 pursuant to Corporations Code § 1602] 13 Svensson is the second largest shareholder of i073. His 200,000 shares representing 26.5% of 14 the total outstanding shares. Svensson also asserts that as a shareholder of i073 he has the righ 15 to inspect and copy all records of i073 pursuant to Corporations Code § 1601. Svensson argues 16 that his requests for information are reasonably related to his interests as a shareholder in thal 17 they relate to the overall operation, management and financesof Headwaters, in which he is the| 18 largest shareholder, 19 2. Respondents assert that the discovery rights of the Petitioner are adequatel 20 addressed in companion litigation to this Writ proceeding, Santa Barbara County Superior Cour! 21 case number 20CV01556 22 the (“Related Case,) also pending in this Department. The Related Case, also filed b 23 Svensson, former Executive Chairman, contains causes of action against Respondents for 24 breaches of an Employment Agreement, Shareholders’ Agreement and Restricted Stock Award) 25 Agreement. He also brought a Shareholder Derivative claim for breach of fiduciary duty} RULING ON REQUEST FOR WRIT OF MANDATE - 2 Petitioner requested an injunction, granted by this court, forbidding the re-purchase o Petitioner’s shares during the pendency of the litigation. The court also granted Respondents’ motion to compel arbitration of claims pertaining to the Shareholders’ Agreement. In the| Related Case, Petitioner brought a motion to compel response to 34 document requests propounded to the Respondents. The court granted the motion as to 31 of the 34 requests, and imposed a monetary sanction upon the Respondents. I. Matter at Issue. 3 At the oral argument concerning this Writ on June 21, 2021, Both Petitioner and Respondent acknowledged that the production had been completed in the interim with respect to} 10 all but two categories: (1) documents relating to the addition of new owners to the Headwaters, iW Group and (2) the capitalization table for i073 and materials relating to such calculation(s), 12 Respondents pointed out that there is no capitalization table per se in existence and argued that 13 the documents relating to the addition of new owners to the Headwaters Group need not be 14 produced, because the relationship of the subject companies is not subsidiary in nature] 15 Petitioner responded that if a capitalization table per se does not exist, a formal response to that 16 effect to the discovery would be appropriate, and that nonetheless there may be materials relating} 17 to capitalization calculations that may be available to be produce. Petitioner argued that the 18 corporate relationships in Headwaters Group are sufficiently connected to required production o} 19 the requested materials concerning both capitalization and addition of new owners to th 20 Headwaters Group. 21 TH. Analysis. 22 4 The court notes the role that the Related Case has played in relation to this Wri 23 proceeding. At the time the motion to compel was litigated in the Related Case, it was argued b; 24 Respondents that the discovery being sought should be addressed by a Writ of Mandate. And inj 25 this Writ proceeding, it has been argued that adequate relief exists in the Related Cased such RULING ON REQUEST FOR WRIT OF MANDATE - 3 ae ee ee | that the Writ proceeding should not have been pursued. Petitioner correctly commented tha these assertions require a ruling in the Writ proceeding, and the court agrees. 5 The court agrees with the arguments of Petitioner concerning the scope off shareholder discovery permissible, as succinctly noted in Ballantine and Sterling California Corporation Laws section 272.02[1]b} (2020): "Matters "reasonably related to the holder's interests as a shareholder" have been held to include the following: (1) ascertaining the financial} condition of the corporation, the propriety of dividends, or the value of stock; (2) ascertaining whether there has been mismanagement, (3) in anticipation of corporate meetings where important questions are to be voted on; and (4) in aid of litigation with the corporation or its 10 officers.” While this discovery ability is not unlimited, is very expansive, as the cases cited and iW arguments made in the Petition for Writ and the Reply brief of Petitioner demonstrate. The cour 12 has no need to reiterate that material here. 13 6 The egregious tort and attorney/client privilege exceptions do not apply in this 14 case of Petitioner’s role as director. There is no evidence that Petitioner intends any egregious! 15 tortious conduct. Such conduct must be truly egregious, not merely litigious. [The egregious 16 tort exception] . . . should only be applied in extreme circumstances where a preponderance o 17 the evidence establishes the director’s clear intent to use the documents to commit an egregious 18 torr — one that cannot be remedied by subsequent monetary damages — against the corporation.’ 19 Saline y. Superior Court (2002) 100 Cal.App.4" 909, 915. In this matter there has been noj 20 evidence that the Petitioner seeks to use any information it receives inappropriately, such as 21 improper use of trade secrets- he seeks only to obtain that information necessary for a ful 22 understanding of the structure, activities and finances of the subject corporation(s). 23 7 Petitioner and the Headwaters Group do indeed have adverse positions on al 24 yarious issues in this case, but that alone does not provide a complete shield to informatio 25 claimed to be subject to attorney/client privilege. Respondent’s assertions are a significant RULING ON REQUEST FOR WRIT OF MANDATE - 4 we expansion of the holding in Tritek Telecom, Inc. v. Superior Court (2009) 169 Cal.App.4" 138 The holding in Tritek provides protection for attorney/client information from former officers| and directors under certain circumstances. Petitioner does not seek attorney/client information| per se, rather, it properly asserts that such protection does not extend to all information and} documents concerning the corporation. Of course, any information or documents claimed to be subject to attorney/client privilege should be adequately described in a privilege log, in order that the assertion of privilege can be tested if necessary. 7 The corporate subsidiary relationships are sufficiently intertwined to permi discovery relating to the entire Headwaters group. The court previously reached this conclusion 10 in the Related Case, and the court refers the parties to that ruling. VW IL. Ruling. 12 8 The court, having considered the record and file in this action, the briefing! 13 provided and the argument of counsel, finds that the request for Writ of Mandate is well taken as 14 to the two remaining issues of (1) documents relating to the issue of addition of new owners to 15 the Headwaters Group, and (2) a capitalization table and/or materials related to capitalization 16 calculations. The court issues a Writ of Mandate requiring Respondents to provide documents 17 for inspection and copying from the books, records and documents of the Headwaters Group and, 18 the entities within it, responsive to the above categories. The court is contemplating an award o 19 fees and costs to Petitioner, but desires to see a declaration (and supporting material if any) 20 concerning the amount and entitlement thereto. Respondent may of course submit a responding 21 declaration. The court sets the issue of fees and costs for hearing on the regular civil law and 22 Mitt 23 M1/tl 24 fil 25 Hilt RULING ON REQUEST FOR WRIT OF MANDATE - 5 motion calendar on Monday, October 25, 2021 at 10:00 am. in Department 5. Petitioner’ declaration must be filed by October 4, 2021. Any response must be filed by October 15, 2021] No reply will be required. Dated: September 3, 2021 Colleen K. Sterne, Judge Superior Court of the State of California County of Santa Barbara 10 i 12 13 14 15 16 17 18 19 20 21 22 23 24 25 RULING ON REQUEST FOR WRIT OF MANDATE - 6 PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF SANTA BARBARA: Iam employed in the County of Santa Barbara, State of California. I am over the age of 18 years and not a party to the within action; my business address is 1332 Anacapa Street, Suite 200, Santa Barbara, CA 93101. On September. S , 2021, I served the foregoing document described as NOTICE OF ENTRY OF RULING ON REQUEST FOR WRIT OF MANDATE on interested parties in this action by placing copies thereof enclosed in a sealed envelope addressed as follows: Selna Partners LLP Attorneys for Respondents 70 Washington Street, Suite 303 i073 Investments, Inc. Oakland, CA 94607 Tristan Strauss 10 Steven M. Selna 11 Robert W. Selna 12 (BY MAIL) I deposited such envelope in the mail at Santa Barbara, California. The 13 envelope was mailed with postage thereon fully prepaid. 14 (BY MAIL) Iam “readily familiar" with the firm's practice of collecting and processing 15 correspondence for mailing. Under that practice it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid at Santa Barbara, California in 16 the ordinary course of business. I am aware that on motion of the party served, service is 17 presumed invalid if postal cancellation date or postage meter date is more than one day after date of deposit for mailing in affidavit. 18 (BY OTHER OVERNIGHT DELIVERY) I deposited such envelope in a box or other 19 facility regularly maintained by the express service carrier, or delivered to an authorized 20 courier or driver authorized by the express service carrier to receive documents, in an envelope or package designated by the express service carrier with delivery fees paid or 21 provided for. 22 (State) I declare under penalty of perjury under the laws of the State of California that the above is true and correct. Executed on September _&_, 2021, at Santa Barbara, 23 California. 24 25 WORHeidi Sharp‘Scranton 26 27 28