Preview
INDEX NO. 653358/2014
NYSCEF DOC. NO. 38 RECEIVED NYSCEF: 12/01/2014
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK: PART 5
ee -X
DUGGAL DIMENSION SLLC,
Plaintiff, Index No. 653358/2014
(Bransten, J.)
-against-
AFFIDAVIT OF BRETT
PEEKANALYTICS, INC. d/b/a STATSOCIAL, a SCHNITTLICH IN
Delaware Corporation, MICHAEL HUSSEY, DONALD OPPOSITION TO
DODGE, JOSEPH SAVIANO, BRETT SCHNITTLICH, MOTION FOR TRO
and MARK ROSENBLATT, AND PRELIMINARY
INJUNCTION
Defendants.
eee
CatForne
STATE OF NEWYORK (-* )
Los Angeles ): ss.
COUNTY OF NE
a iA )
BRETT SCHNITTLICH, being duly sworn, deposes and says:
1 I am a member of the Board of Directors of Defendant PeekAnalytics, Inc. d/b/a
StatSocial, Inc. (“StatSocial” or the “Company”) and have been named individually as a
Defendant in this action.
2 I respectfully submit this affidavit in opposition to the motion by Plaintiff Duggal
Dimensions LLC (“Plaintiff” or “Duggal Dimensions”). The statements herein are based on my
personal knowledge and the Company’s books and records.
3 ] understand that a comprehensive chronology of the Company and the events
about which Duggal Dimensions complains is being set forth in an affidavit by Mr. Hussey,
StatSocial’s CEO. who has also been named individually as a Defendant herein. [ add here facts
about myself personally or as to which I have particular knowledge or can contribute additional
perspective.
My Background
aa terns eee rene is
4 1 am a software entrepreneur, and have also worked as Chief Technology Officer
(“CTO”) and in other similar capacities at various marketing- and technology-related companies
throughout my career. I founded and ran a software company in 1989, which I sold in 1998 to
Grey Advertising, where I then became a Managing Director. I then worked at McCann-Erickson
as its CTO, and subsequently ran an information technology subsidiary of Omnicom. In 2005, ]
bought and worked as CTO of a global research and consulting firm specialized in providing
multimedia research products to the marketing, entertainment and advertising communities. 1
subsequently became the CTO of a global market research company. Since mid-2013, I have
been CTO, an Executive Vice President and member of the Board of Directors of Federated
Sample, where | am responsible for leading the product and technology team and spearheading
the continued strategic development of Fulcrum, a global sample management and exchange
platform. I am also on the Board of Directors.
My Involvement
with the Company
5 ] got involved with the Company this past summer.
6. 1 have known Donald Dodge, who has also been named as a Defendant in this
action, for about six years. We initially met through my wife. who worked ai Napster, where
Don was then working, and then became friends.
7 Don subsequently introduced me to Michael Hussey, with whom he thought J
would get along well and have a lot in common.
8 In the late summer of 2014, after the Board decided to increase its number to
broaden and deepen its operational and financial expertise in its relevant industries, the Board
asked if | would become a Director and I agreed to do so.
ee er
ene nn
9 I do not own any interest in the Company whatsoever, including without
limitation stock options or convertible debt, and would not receive any stock options under the
contemplated new stock option plan.
10. The first meeting I attended was in September 2014. All but one Board meeting
since then have been in person in New York City.
The ‘ontemplated Trans2 hi:
Ag nged by
11. The primary topics at each mecting have been the need to grow the business, the
need to raise additional money until the Company monetizes, the need to recapitalize and bring
in new investors, the debate over whether to attempt to monetize or to acquire 1 Mind, the great
ideas and product development that are taking place. concerns regarding revenue, and the need
and desire to bring in new sales staff.
12. As should be clear from my background, my expertise is weighted more heavily
in the operational aspects of the Company’s business. However, I have also throughout my
career had significant exposure to the kinds of business and financial concerns the Company was
facing, and the measures being contemplated to address them. I had and have a thorough
understanding of the recapitalization, merger and financing issues on the table and under
negotiation at the time | joined the Board.
13. In the late summer and early fall of 2014, negotiations regarding the 1Mind
merger were quite contentious. By the time I joined the Board, the Company had already looked
at a number of other possible acquisitions, including others that gave some access to Facebook
data, and had determined that 1Mind was the best prospect in terms of the assets, product and
personnel it would add to the Company. However, there was sharp disagreement between the
parties negotiating on behalf of the Company ~ primarily Mr. Hussey, Joe Saviano, Mark
oe tein
Rosenblatt and Graham Gullans, a Company employee who also represents a group of
convertible noteholders — and those negotiating for | Mind ~ primarily Mr. Dodge ~ regarding the
price the Company would pay for 1 Mind or, more properly, since the merger would be done with
stock and options, the relative valuation of the two companies.
14. The Company’s representatives dug in very hard in insisting on a valuation that
was favorable to the Company. Whereas I believe Mr. Dodge was originally insisting on equal
valuations of the Company and 1Mind, the deal finally negotiated for the Company and
approved by the Board is based on valuations weighting the Company 85% to IMind’s 15%. 1
voted in favor of the [Mind merger because, as priced, it brings great value to the Company.
15. 1 also approved of the recapitalization plan, including the issuance of the Series
Seed Preferred shares, which is all largely tied to the pricing of the 1Mind merger. The
Company needs to raise capital if it is going to survive, and the coordinated transactions that are
being challenged by the Plaintiff in this action are all designed to do that, while preserving and
creating as much value as possible for the shareholders.
eo mare ee ”
a
saints
BRETT SCHNITTLICH
Sworn to before me this Q¢ “
day of November 2014
TR
8
€ are
32 NOTARY PU! LU 3C - CALIFORNIA as:
LOS ANGEL ES COUNTY
2 COMMISSION # 1977848
Notary Public firs f
} MY COMM, EXPIRES MAY 11, 2016
os a a
State of California
County of
C
ob
oft
Subscri and sworn to (or affirmed) bet re me on this Lee
ae
day of Vemlaad” » 2014, by_ fact
—————
(ich
ee
proved to me on the basis of satisfactory evidence to be the
perso. who appeared before me.
i
NOTARY Pi
LOS.
Con ne
My Cl
(Seal Signaturé
Preview
INDEX NO. 653358/2014 NYSCEF DOC. NO. 38 RECEIVED NYSCEF: 12/01/2014 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: PART 5 ee -X DUGGAL DIMENSION SLLC, Plaintiff, Index No. 653358/2014 (Bransten, J.) -against- AFFIDAVIT OF BRETT PEEKANALYTICS, INC. d/b/a STATSOCIAL, a SCHNITTLICH IN Delaware Corporation, MICHAEL HUSSEY, DONALD OPPOSITION TO DODGE, JOSEPH SAVIANO, BRETT SCHNITTLICH, MOTION FOR TRO and MARK ROSENBLATT, AND PRELIMINARY INJUNCTION Defendants. eee CatForne STATE OF NEWYORK (-* ) Los Angeles ): ss. COUNTY OF NE a iA ) BRETT SCHNITTLICH, being duly sworn, deposes and says: 1 I am a member of the Board of Directors of Defendant PeekAnalytics, Inc. d/b/a StatSocial, Inc. (“StatSocial” or the “Company”) and have been named individually as a Defendant in this action. 2 I respectfully submit this affidavit in opposition to the motion by Plaintiff Duggal Dimensions LLC (“Plaintiff” or “Duggal Dimensions”). The statements herein are based on my personal knowledge and the Company’s books and records. 3 ] understand that a comprehensive chronology of the Company and the events about which Duggal Dimensions complains is being set forth in an affidavit by Mr. Hussey, StatSocial’s CEO. who has also been named individually as a Defendant herein. [ add here facts about myself personally or as to which I have particular knowledge or can contribute additional perspective. My Background aa terns eee rene is 4 1 am a software entrepreneur, and have also worked as Chief Technology Officer (“CTO”) and in other similar capacities at various marketing- and technology-related companies throughout my career. I founded and ran a software company in 1989, which I sold in 1998 to Grey Advertising, where I then became a Managing Director. I then worked at McCann-Erickson as its CTO, and subsequently ran an information technology subsidiary of Omnicom. In 2005, ] bought and worked as CTO of a global research and consulting firm specialized in providing multimedia research products to the marketing, entertainment and advertising communities. 1 subsequently became the CTO of a global market research company. Since mid-2013, I have been CTO, an Executive Vice President and member of the Board of Directors of Federated Sample, where | am responsible for leading the product and technology team and spearheading the continued strategic development of Fulcrum, a global sample management and exchange platform. I am also on the Board of Directors. My Involvement with the Company 5 ] got involved with the Company this past summer. 6. 1 have known Donald Dodge, who has also been named as a Defendant in this action, for about six years. We initially met through my wife. who worked ai Napster, where Don was then working, and then became friends. 7 Don subsequently introduced me to Michael Hussey, with whom he thought J would get along well and have a lot in common. 8 In the late summer of 2014, after the Board decided to increase its number to broaden and deepen its operational and financial expertise in its relevant industries, the Board asked if | would become a Director and I agreed to do so. ee er ene nn 9 I do not own any interest in the Company whatsoever, including without limitation stock options or convertible debt, and would not receive any stock options under the contemplated new stock option plan. 10. The first meeting I attended was in September 2014. All but one Board meeting since then have been in person in New York City. The ‘ontemplated Trans2 hi: Ag nged by 11. The primary topics at each mecting have been the need to grow the business, the need to raise additional money until the Company monetizes, the need to recapitalize and bring in new investors, the debate over whether to attempt to monetize or to acquire 1 Mind, the great ideas and product development that are taking place. concerns regarding revenue, and the need and desire to bring in new sales staff. 12. As should be clear from my background, my expertise is weighted more heavily in the operational aspects of the Company’s business. However, I have also throughout my career had significant exposure to the kinds of business and financial concerns the Company was facing, and the measures being contemplated to address them. I had and have a thorough understanding of the recapitalization, merger and financing issues on the table and under negotiation at the time | joined the Board. 13. In the late summer and early fall of 2014, negotiations regarding the 1Mind merger were quite contentious. By the time I joined the Board, the Company had already looked at a number of other possible acquisitions, including others that gave some access to Facebook data, and had determined that 1Mind was the best prospect in terms of the assets, product and personnel it would add to the Company. However, there was sharp disagreement between the parties negotiating on behalf of the Company ~ primarily Mr. Hussey, Joe Saviano, Mark oe tein Rosenblatt and Graham Gullans, a Company employee who also represents a group of convertible noteholders — and those negotiating for | Mind ~ primarily Mr. Dodge ~ regarding the price the Company would pay for 1 Mind or, more properly, since the merger would be done with stock and options, the relative valuation of the two companies. 14. The Company’s representatives dug in very hard in insisting on a valuation that was favorable to the Company. Whereas I believe Mr. Dodge was originally insisting on equal valuations of the Company and 1Mind, the deal finally negotiated for the Company and approved by the Board is based on valuations weighting the Company 85% to IMind’s 15%. 1 voted in favor of the [Mind merger because, as priced, it brings great value to the Company. 15. 1 also approved of the recapitalization plan, including the issuance of the Series Seed Preferred shares, which is all largely tied to the pricing of the 1Mind merger. The Company needs to raise capital if it is going to survive, and the coordinated transactions that are being challenged by the Plaintiff in this action are all designed to do that, while preserving and creating as much value as possible for the shareholders. eo mare ee ” a saints BRETT SCHNITTLICH Sworn to before me this Q¢ “ day of November 2014 TR 8 € are 32 NOTARY PU! LU 3C - CALIFORNIA as: LOS ANGEL ES COUNTY 2 COMMISSION # 1977848 Notary Public firs f } MY COMM, EXPIRES MAY 11, 2016 os a a State of California County of C ob oft Subscri and sworn to (or affirmed) bet re me on this Lee ae day of Vemlaad” » 2014, by_ fact ————— (ich ee proved to me on the basis of satisfactory evidence to be the perso. who appeared before me. i NOTARY Pi LOS. Con ne My Cl (Seal Signaturé