Court File No.

09-8483-00CL

ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST

BETWEEN:

WIDEAWAKE ENTERTAINMENT GROUP INC. and

WIDEAWAKE – DEATHROW ENTERTAINMENT LLC
Applicants

- and -

LARA ANN LAVI, GOOGLE INC., GOOGLE CANADA,

YAHOO! INC. and YAHOO CANADA CO.
Respondents

AFFIDAVIT OF LARA ANN LAVI

(sworn December 9, 2009)

I, Lara Ann Lavi, a resident of the City of New York, New York, U.S.A. and a
Member of the Washington State Bar Association MAKE OATH AND SAY:

1. I am a Respondent in the within action and as such I have knowledge of the matters to
which I depose herein. Where my knowledge is not personal, I state its source and believe it
to be true.

THE PURPOSE OF THIS AFFIDAVIT

2. I swear this Affidavit in response to the issues raised in the Application Record of the
Applicants, Wideawake Entertainment Group Inc. (“Wideawake”) and Wideawake-Deathrow
Entertainment LLC (“Deathrow”). At the outset, I wish to advise that I respectfully dispute
whether the Applicant’s have been properly authorized to bring these proceedings and, in any
event, whether this court has jurisdiction over the internal governance matters of Deathrow.
That being said, I understand from my counsel that this court needs to hear my full position
on this matter. I respect that requirement and now give my side of this dispute.

3. In summary, my position is straightforward. Ron Ovenden and I have been doing

business together since the Fall of 2005 and through Wideawake since its inception in 2006.

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Our dealings have been governed by a simple but effective model, formalized in a 2007
Wideawake Shareholder Agreement - Ovenden arranges for highly secured financing, takes
an initial 2/3 equity interest in the project and does not operate the business. I apply my
significant industry knowledge and experience to the business, in return for which I get a 1/3
equity stake and the guaranteed senior executive role in the project.

4. This model worked for Ovenden and me until very recently when Wideawake and
Deathrow obtained the rights to an asset with significant potential - the Deathrow Records
Inc. catalogue of artist intellectual property. Once the Catalogue was in Deathrow’s
possession, Ovenden improperly appropriated funds meant to fund the company and largely
denied me of access to the company financial information and resources necessary for me to
manage the company and asset as planned. He now seeks to overturn our Shareholders
Agreement and reduce me to a mute and powerless minority shareholder in Wideawake and
Deathrow with no say over the management of an asset financed with money that he required
me to guarantee.

5. I sought, on notice to Ovenden, interim relief in this matter in the courts of New York.
I obtained a temporary restraining order (“TRO”) that was structured by the court with full
input by his counsels. The TRO, among other things, stayed certain actions by Ovenden
designed to end my role in Deathrow and temporarily froze control over the Catalogue. The
order, at Ovenden’s lawyers’ request, required me to post a bond within a certain number of
days which I set about doing.

6. Without notice to me, the Applicants then commenced this application and obtained
temporary relief in respect of Deathrow that directly contradicted the TRO, causing confusion
amongst the bond issuers I was negotiating with and causing them to temporarily withdraw
their financial support. This was Ovenden’s purpose in seeking relief regarding Deathrow in
Ontario.

7. I believe the Applicants’ scope of relief sought in this application is meant merely to
muddy the waters and make this proceeding more complex than is necessary But I am ready
to proceed and defend my rights in these companies. To the extent that interim governance

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relief is necessary, I believe that I should continue to manage and operate Deathrow and
Wideawake as I have done ever since their founding.

MY BACKGROUND

8. I am a 49 year old lawyer, businesswoman and artist. I have been a member of the
Bar Association of Washington State, U.S.A. since the year 1987. From 1997 to the time I
founded Wideawake, my practice focused in entertainment law. In addition to having
practiced law, I have about 30 years of experience in the entertainment industry, initially as
an artist and later as a business development specialist. I was a founding partner of the Media
Law Group, LLC, a law firm that specialized in business law, new media/digital technology,
entertainment and marketing. With Media Law Group offices in Seattle and affiliate offices
in New York, Los Angeles, Washington DC and London, my practice specifically focused on
entertainment law as it applies to the fields of music, film, television, gaming and literature
for online and mobile applications.

9. I have been a performing artist myself since my teenage years. During that time, I
have written, recorded, performed and/or toured with such well known musicians as Peter
Gabriel, The Neville Brothers, Sheryl Crow, Carol King Bonnie Rait and many others.

Copy of my extended resume is attached to this affidavit at Exhibit “A”.

VERY JUICY

10. I and my spouse, Maurice Jones Jr., founded Very Juicy Entertainment LLC (“Very
Juicy) in 1997. Over time, Very Juicy has grown to represent 38 artists performing in the
musical genres of hip hop, world music, rock, jazz and Americana. Among other things, Very
Juicy owns all of my publishing which includes over 1000 compositions, some co-published
with Warner Chappell and some developed for placement with other artists, films, advertising,
video games and television shows through an independent company, Big Fish, based in
Portland, Oregon.

11. My years of experience have allowed me to develop extensive industry knowledge as

well as an international and domestic network of contacts from both the artistic and corporate
sides of the community. I know how artists think, but I also know how art is packaged,

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financed, commercialized and brought to the mass market. It is this specialized blend of skills
that I have brought to my business ventures with Ron Ovenden (“Ovenden”).

RON OVENDEN

12. I first met Ron Ovenden (“Ovenden”) in the Summer of 2005. Ovenden was a
business man and financer. He had an interest in becoming involved in the entertainment
industry, though he had minimal experience beyond a previous failed company called Sextant
Records.

13. One of Ovenden’s corporate vehicles is a company called New Solutions Financial
Corporation (“New Solutions”). New Solutions often does business under the name of New
Solutions Capital Group Inc. I am aware that Ovenden controls New Solutions, however, I
am not aware of the extent of his equity position in that corporation or the organization of
New Solutions in terms of its board of directors, its officers or its overall governance.

14. Over the course of several meetings in the Summer and Fall of 2005, Ovenden, and I
agreed to develop a business model wherein I would provide the industry knowledge and
expertise that he lacked and he would secure financing for our ventures together, which would
focus on the commercial development of a multi-media portfolio of intellectual property.

THE SHAREHOLDER’S AGREEMENT

15. In March of 2006, Ovenden and I formed Wideawake in furtherance of our desire to
do business together. The shares of Wideawake were initially divided between Ovenden and I
as follows: 2/3 of the shares were to be owned by Grandluc Corporation (“Grandluc”), an
Ovenden vehicle. The remaining 1/3 of the shares were to be owned by Very Juicy. I took on
the Presidency and CEO position, day to day operations and all project management functions
of Wideawake and agreed to devote myself exclusively to the business. Ovenden took no
operational role in the company but obtained loans for Wideawake that constituted its start up
capital. These loans usually came from Ovenden’s company New Solutions Financial
Corporation (“New Solutions”).

Copy of Certificate of Incorporation of Wideawake attached at Exhibit “B”.

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Copy of Articles of Incorporation of Wideawake attached at Exhibit “C”.

16. The first year of my and Ovenden’s dealings together went acceptably well for both
sides. At that time Ovenden advised me that he wished to formalize the way we would run
Wideawake and other projects through a shareholder’s agreement (the “Shareholders
Agreement”).

17. I understood that Ovenden’s desire to enter into the Shareholder Agreement was based
on his wishes to, among other things: (a) have Grandluc’s financing efforts recognized and
provided for in our future dealings; and (b) to lock me into a long term arrangement. My
objective in entering into the Shareholder Agreement was to: (a) have my efforts on behalf of
the company to date recognized; and (b) ensure that my minority equity stake in our ventures,
earned through my exclusive dedication to Wideawake and leveraging of my expertise, would
be protected through my senior officer role in the business.

Copy of “Mutual Cooperation Agreement” attached at Exhibit “D”.

18. The Shareholder’s Agreement between Ovenden and I (through Grandluc and Very
Juicy, respectively), was entered into on June 15, 2007. The Shareholders Agreement
recognized the cash funding that Grandluc had provided to Wideawake to date and it also
recognized my aggressive efforts on behalf of the company to develop a profitable worldwide
entertainment business. It also set out the following:

(a) Scope - The Shareholders Agreement required Grandluc and Very Juicy to
continue carrying on a number of projects that were ongoing at that time,
which included but was not limited to:

(i) Little Dreamers - a multi media franchise product for music, animated
features and books branding multi-ethnic marketable characters with
music and images developed by me;

(ii) Cory Lee - a pop singer and actress from Vancouver;

(iii) Troubled Man - a feature film bio picture about the life of Marvin
Gaye, written by me and Paul Schultz;

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(iv) Liberty Studio - Wideawake’s most significant start up project, the

Liberty Studio in Toronto is to be a multi media state of the art
production facility used to record musical artists, develop online
content in the form of destination online television broadcast content in
partnerships with large companies such as Yahoo and MSN. I
negotiated the original commercial lease for studio premises, prepared
all planning materials, budgets, building contracts, arranged insurance
for the facility and conducted all pre-opening business development for
the studio; and

(v) any artists Ovenden and I mutually agreed to sign, recognizing that the
Wideawake business model was meant to include multiple artists. This
was a critical component of the Shareholder Agreement - Ovenden and
I meant to develop a portfolio of artists that we could then synergize
with the Liberty Studios project - a meeting of artists and production
facilities.

(b) Responsibilities and Roles - The Shareholders Agreement went on to lay out
the responsibilities and roles of Ovenden and I, essentially verifying our
previous arrangement:

“2.1 Grandluc herewith agrees and undertakes to carry the above mentioned
projects and provide necessary funding, premises, informational, managerial
and organization support.

2.2 Lara Lavi herewith agrees and undertakes to carry the above mentioned
projects and provide necessary market and industry expertise, project co-
ordination and management, market research, events planning,
project/feasibility evaluation and development, project/s revenue generation
and be responsible for providing of any specialized technological support
related to the above-mentioned projects.”

(c) Additional Consideration from Me - Ovenden required that I provide

additional consideration for the Shareholder’s Agreement. Specifically, he
required that I pledge 100% of my rights in all intellectual property owned by
either myself, my husband and/or Very Juicy as well as 100% of my rights in

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the intellectual property and my share of the projected net income from the
Troubled Man project. Ovenden also demanded and I agreed that I agree to
take on no other employment outside of my duties to Wideawake and the other
projects covered by the Shareholders Agreement and that I “devote [myself]
exclusively to the above mentioned projects”.

(d) Provision of Information - The Shareholder’s Agreement also required both

parties to make available to each other “all information which might
reasonably be required in the performance of the tasks to which both Parties
contribute.”

(e) Term - The Shareholder’s Agreement provided that it would remain in effect
as long Wideawake operated and Grandluc continued to meet its obligations.

(f) Equity Split - Grandluc and Very Juicy agreed to an equity split of revenues
that would equal 40% for Very Juicy and 60% for Ovenden. Once Grandluc’s
initial loan to the company was paid off that split would change to only a 49/51
split in favour of Ovenden.

19. Following the execution of the Shareholders Agreement, I more than met all of my
obligations under it, exclusively devoting myself to the development of Wideawake’s projects
for the next two and a half years of my career.

20. As per our expectations, I was made President and CEO of Wideawake. Ovenden’s
attempts now to characterize me as a mere “officer” or consultant are inaccurate at best. I
consistently, with his knowledge and consent, operated as President and CEO of the
Company. I regularly executed documents on behalf of Wideawake (and eventually as
Deathrow) representing myself as either President, CEO or both. These documents were
reviewed by Ovenden, his lawyers and staff. Many of them were even drafted by them. These
included:

(a) Memoranda to New Solutions and Ovenden’s delegates such as the

memorandum discussing potential revenue streams from the Deathrow
Catalogue;

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Copy of Memorandum to New Solutions and Vijay Chandran attached at Exhibit “E”.

(b) the Quitclaim Bill of Sale for the Deathrow Catalogue (as described below),
the very asset at the heart of this dispute;

Copy of Quitclaim Bill of Sale for the Deathrow Catalogue attached at Exhibit “F”.

(c) A General Security Agreement covering the eventual Loan from New
Solutions to Wideawake; and

Copy of General Security Agreement attached at Exhibit “G”.

(d) The Accounts Factoring Agreement between New Solutions and Wideawake
(signed on behalf of New Solutions by Ovenden himself).

Copy of Accounts Receivable Factoring Agreement attached at Exhibit “H”.

21. Similarly, once Wideawake - Deathrow Entertainment LLC was founded

(“Deathrow”), I was also made its President and CEO. This was recognized by Ovenden
numerous times, including upon the Intercreditor Agreement signed on February 16, 2009 by
Ovenden on behalf of New Solutions. I also regularly signed agreements such as the critical
North American Distribution Agreement with E1 Entertainment as CEO of Deathrow and the
Publishing Agreement with Evergreen Copyrights. Again, Ovenden always reviewed these
agreements and never raised any objections.

Copy of Intercreditor Agreement attached at Exhibit “I”.

Copy of Distribution Agreement between Deathrow and EI attached at Exhibit “J”.

22. Consistent with our agreement, following execution of the Shareholder’s Agreement
Ovenden took no active role in any of our business dealings beyond obtaining financing and
having his companies provide accounting services. Beyond the financing he was mostly a
passive financier. Even when he did begin to become more demanding later in our
relationship, he communicated and executed actions almost exclusively through delegates,
particularly Robert Thompson-So (“Thompson-So”), William “Mickey” Stevenson
(“Stevenson”) and, to some extent, Francis DeGuara (“DeGuara”). Therefore, though his

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affidavit doesn’t state this, very little of Ovenden’s evidence in this matter is first hand
information. As Thompson-So, Stevenson and DeGuara continue to work for Ovenden, it
does not surprise me that their evidence aligns with his.

WIDEAWAKE’S OPERATIONS AFTER EXECUTION OF THE SHAREHOLDER’S AGREEMENT

23. Of the projects listed in the Shareholders Agreement, the projects of Wideawake were
particularly important. Eventually, all projects under the Shareholders Agreement, including
our development of musicians and the construction of the Liberty Studios came to be run
through Wideawake.

24. At the time the Shareholders Agreement was executed, Wideawake had a very small
portfolio of artists “native” to its brand. Ovenden was reluctant to advance more funds to
grow that group. However, notwithstanding this I worked diligently to develop those artists,
obtain new talent and secure profits from Wideawake’s various enterprises for the benefit of
the company.

25. Ovenden was a very distant figure in the affairs of Wideawake. When he did express
interest he always seemed desperate for immediate profit and was not as interested in
developing a strategy for Wideawake’s long term growth and development. He kept the
company very thinly capitalized, securing any investment to the hilt. This made it difficult to
really advance the affairs of Wideawake - you simply cannot develop a successful, high-
profile entertainment business on drip financing. But this was exactly what Ovenden did.
After execution of the Shareholder’s Agreement funds for the ongoing operations of the
company dried to a relative trickle.

26. I saw Ovenden’s waning financial commitment to our venture and Wideawake as at
least bad faith, if not an outright breach of the Shareholders Agreement. However, I continued
to combine what meagre financial resources the company had with my substantial skill and
industry to make the company a profitable venture. I knew my success was tied to its success.

OPPORTUNITY TO PURCHASE DEATHROW RECORDS

27. Deathrow Records Inc. was a Los Angeles-based company that, in its prime, was the
premier label for west coast style urban and hip hop music in the world. Deathrow and its

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founder, Marvin “Suge” Knight (“Knight”) owned and controlled the intellectual property
rights for a large catalogue of famous artists that included, Snoop Doggy Dog, Tupac Shakur,
Dr. Dre, Danny Boy, Crooked Eye, Jewell and Lady of Rage. In its prime, this company had
generated over USD $500M in income.

28. However, by the end of 2008, Deathrow Records Inc. and Knight were bankrupt and
the company’s substantial catalogue of artist IP (the “Catalogue”) was being sold by its
trustees in bankruptcy (the “Trustees”).

29. When I learned of the Catalogue being available for purchase, I thought that it might
be an ideal asset for Wideawake that could meet the needs of both Ovenden and I. As
previously stated, the Wideawake catalogue of artists was small and difficult to develop at this
time given our financing issues. However, the Catalogue had enormous potential for short
and long term revenue generation if handled properly due to its artists’ existing and still-loyal
fan base. From my knowledge of the industry, I thought the Catalogue could be obtained for
a good price.

30. However, in no way did I ever think or represent that the Catalogue would be an
automatic profit machine. Deathrow Records had gone bankrupt in a very messy fashion,
alienating many of the artists formerly affiliated with the label. Regaining their support for
releases of their artistic materials would be fundamental to resuscitating the label and the
value of the Catalogue. During the legal battles leading to the label’s and Knight’s demise, the
goodwill of the Deathrow brand had been severely neglected. The Catalogue still had a
revenue stream, but it would take an investment in marketing and artist reach out to get it
back to where it could be. I was optimistic about Deathrow’s prospects but I never
misrepresented its challenges to Ovenden’s advisors, particularly Thompson-So. Moreover,
with Ovenden’s experience in dealing with distressed assets he could never have thought
otherwise.

31. After consulting with Thompson-So, I therefore approached Ovenden in the Fall of
2008 about obtaining the Catalogue. We would have to move fast. But as with our previous
ventures, if Ovenden would arrange the financing necessary to purchase the asset, I would
apply my expertise and contacts to reach out to the Deathrow artists and the urban music

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business community worldwide to develop the catalogue’s extensive unreleased materials for
market.

32. Ovenden has produced a single memo from me where the potential for this asset is
discussed and has pointed to it as evidence that he relied exclusively on me to value this asset.
That is inaccurate and untrue. Ovenden was not the type of man to acquire such an asset on
one memo. Instead, working closely with Wideawake’s lawyers, Chris Taylor and Peter
Kaufman, as well as the accounting firm of Nigro Karlin Segal and Feldstein, LLP,
Thompson-So and I forecast that the overall price for getting and developing the Catalogue
would be approximately $20M. I note with interest that Ovenden has produced none of his
due diligence file from either Wideawake’s lawyers or accountants in this matter. I also note
that not a single action occurred during the acquisition process without Thompson-So’s direct
participation and concurrence.

33. The $20M would be comprised of $18M to acquire the Catalogue with the remaining
funds meant to operate it until it could begin generating revenues above what it was then
reduced to. After consulting with his advisors, Ovenden agreed to perform light due diligence
before extending the financing. We agreed that, within that budget, whatever problems we
inherited with the Catalogue could be dealt with through my efforts and proper
marketing/artist reconciliation efforts.

OVENDEN’S TERMS FOR EXTENDING FINANCING TO WIDEAWAKE CANADA

34. My preference would have been for Ovenden personally or Grandluc to demonstrate
their commitment to Wideawake by infusing their own funds as shareholders to obtain the
Catalogue. However, Ovenden advised me through Thompson-So that he and Grandluc
would instead provide financing for the purchase through a separate corporation whose loan
would be secured by Wideawake. Wideawake would buy the Catalogue and, for various tax
and business reasons, immediately assign it to a new Delaware LLC (Wideawake - Deathrow
Entertainment Group Inc.), free and clear of encumbrances so that the Catalogue would be as
“clean” an asset as possible to potential distributors and investors.

35. Ovenden secured a $20M loan (the “Loan”) for Wideawake’s purchase of the
Catalogue through his corporate vehicle, New Solutions . The terms of the loan, which were

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agreed upon orally in early January, 2009 and then formalized in a Term Sheet dated
January 28, 2009, were as follows:

(a) Very Juicy would guarantee the Loan. My feeling at the time was that the
Shareholders’ Agreement already covered my contribution and commitment to
Wideawake and I was not eager to put Very Juicy on the hook for the Loan -
that seemed to go against the spirit of the Shareholder’s Agreement, which
required that Grandluc/Ovenden secure financing. However, New Solutions
was insistent that I have real personal risk in this venture. Therefore, to secure
the financing I agreed to the Guarantee. I believed that with my continuing
executive role in Wideawake, as guaranteed under the Shareholders’
Agreement, I would be able to fully develop the Catalogue and transform it
into a profitable ongoing business concern and eventually pay off the loan.
Indeed, the limited financial information provided to me by New Solutions
indicates we are well on our way to doing just that.

Copy of Corporate Guarantee of Very Juicy attached at Exhibit “K”.

(b) Wideawake would enter into a receivables factoring agreement (the

“Factoring Agreement”) with New Solutions so that New Solutions would be
entitled to an immediate stream of income. In addition to its other ventures,
Wideawake was deeply involved in the Liberty Studios project at this time and
was looking forward to developing a revenue stream from that project soon.
Again, as Ovenden was insistent upon this point and time was of the essence in
order to secure the Catalogue (there were many other interested purchasers), I
agreed. The effective interest on this arrangement was very high.

Copy of Accounts Receivable Factoring Agreement previously attached at Exhibit “H”.

(c) Finally, New Solutions demanded a GSA over the assets of Wideawake. This
would have included Wideawake’s main physical asset, the Liberty Studios as
well as all of the company’s IP, including what I had contributed under the
Shareholder’s Agreement.

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Copy of Term Sheet in respect of Loan attached at Exhibit “L”.

36. Once the Loan was in place, I immediately started working on both a bid for the
Catalogue and putting together deals to ensure a stream of distribution royalties from the
Catalogue once the purchase was complete. At this point, my duties vis a vis the Catalogue
shifted substantially to New York, where we intended to locate Deathrow’s offices and from
where the Catalogue IP would be administered and distributed.

WIDEAWAKE AGREES TO PURCHASE THE CATALOGUE

37. The Catalogue was originally held in a bankruptcy trust subject to a bankruptcy action.
Upon completion of the action the asset was administered by the Trustees.

38. The Catalogue was originally held in a bankruptcy trust subject to a bankruptcy action.
Upon completion of the action the asset was administered by the Trustees. To qualify as a
bidder, WIDEawake had to provide to the Bankruptcy court to be put in escrow $1.25 M. If
were the winning bid, this money would be applied to the purchase price. If we were outbid,
this money with interest would be returned to Wideawake. As part of the Bankruptcy Court’s
award of the Catalogue to Wideawake, the Court required Wideawake to immediately pay this
$1.25 M non refundable good faith deposit. Wideawake advanced these monies from those
loaned to it by New Solutions.

39. On January 8, 2009, I executed on behalf of Wideawake an asset purchase agreement

between Wideawake and the Trustees (the “Purchase Agreement”). The Purchase
Agreement stated that the purchase price of the asset was $18M.

Copy of Purchase Agreement attached at Exhibit “M”.

Distribution Agreement previously attached at Exhibit “J”.

40. On January 15, 2009, Thompson-So and I attended a federal bankruptcy hearing in
Los Angeles, California, wherein Wideawake was awarded the Catalogue for a purchase price
of $18M with the purchase closing to occur within three (3) business days pursuant to the
terms of the Purchase Agreement.

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41. I assured the court, with Thompson-So sitting directly with me, that Wideawake was
prepared to pay its bid of $18M when the Judge declared that Wideawake was the highest and
best bidder. In this structure, no bidder can reduce their bid, so Thompson-So and Ovenden’s
reasonable expectation would be that the bid would be no less than $18M dollars.

42. As we were walking out of the court room after winning the bid for initial bid amount,
Thompson-So informed me that New Solutions had re-directed money set aside for the
Catalogue purchase such that New Solutions was now $4M dollars short of the $18M bid
amount. Thompson-So further advised me that I had to raise $4M dollars in less than a week
or the deposit provided by Ovenden would be forfeited.

43. This was deeply concerning to me. However, I did manage to secure a brief respite on
payment of the remainder of the closing price and continued my efforts to secure a distributor
for the Catalogue.

44. Finding a distributor and securing a proper distribution agreement was critical to the
proper leveraging of the Catalogue that Wideawake had just agreed to purchase. Ovenden
always knew this. For that reason I devoted a significant amount of time to securing a
favourable distribution deal. When New Solutions first advised me of the need to stall the
final closing, I was in the midst of negotiating a distribution deal on good terms with
Fontana/Universal Music. I was confident that once Deathrow had the Catalogue, this deal
would quickly close.

Copy of Letter dated February 6, 2009 from Chris Taylor (Taylor Mitsopulos Klein
Oballa) to Ron Spaulding, Fontana and Randy Lennox, Universal Canada re:
Wideawake - Koch Agreement attached at Exhibit “N”.

Copy of Letter dated January 21, 2009 from Jason Kawejsza, Universal Music Group to
Chris Taylor, Taylor Mitsopulos Klein Oballa re: Wideawake Entertainment Group -w-
Fontana Distribution attached at Exhibit “O”.

Universal Music Group International's Deal Memorandum - Subject to Contract, Death

Row Records - Label Licence of dated January 21, 2009 attached at Exhibit “P”.

NEW SOLUTIONS BREACHES THE LOAN TERMS

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45. On January 22, 2009, after stalling closing on the Catalogue for one week already,
New Solutions made part payment to the Trustees in the amounts of $11.35 M and $1.47 M.
This brought the total amount paid to $14.25 M.

46. However, after New Solutions made this payment, I was further informed by
Thompson-So that New Solutions would not be lending the full $20M as previously agreed
and would only extend a total of $16.05M. Thompson-So advised me that I must continue to
stall closing and, in the interim, secure the remaining closing funds myself.

47. Thompson-So ’s instructions were devastating and put the whole transaction in
jeopardy, including all funds advanced to date by New Solutions and guaranteed by Very
Juicy. Per the terms of the purchase agreement between Wideawake and the Trustees, if
Wideawake did not complete the purchase by remitting to the Trustees the full amount due,
Wideawake would have been in material breach of the purchase agreement. The result of this
would have been: (1) all monies paid by Wideawake would have been forfeited to the
Trustees; (2) title in the asset would have remained with the Trustees; and (3) Wideawake
would be subject to a lawsuit pursued by the Trustees for the balance of the purchase price
unpaid and any damages and costs resulting from its breach.

48. Thompson-So advised me to secure the remaining funds via an advance from the
eventual distributor of the Catalogue. The Universal/Fontana negotiations were still too
young and would not conclude in time for me to secure a sufficient capital advance. That deal,
while providing for an advance on better terms, was short of the funds we needed by half a
million dollars.

49. As a result, I was forced to abandon the Universal Music deal (at great damage to my
relationship with a major industry player) and negotiate a distribution agreement with an
entity called E1 Entertainment US LP (“E1”). E1 agreed to advance the necessary monies
under the terms of a distribution agreement made effective as of January 28, 2009 (the
“Distribution Agreement”). But, given E1’s leverage at the time we negotiated, its terms
were predictably tough. In exchange for advancing the $4M shortfall in the New Solutions
Loan, E1 offered, among other things, less lucrative distribution rates than Universal/Fontana
and still required the Catalogue as security. Any breach of the Distribution Agreement with

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E1 would result in their foreclosing on the asset and confiscating it from Deathrow.
Notwithstanding its terms, the Distribution Agreement was the only one available in the
timeframe we needed to close the deal, so Deathrow accepted its terms. At the end of the day,
as long as I still had the funds in place, I still believed that I could make Deathrow into a
lucrative going concern.

THE PURCHASE DEAL CLOSES

50. On February 4, 2009, the deal with E1 closed and the advanced monies from E1 were
made available.

51. On February 5, 2009, as CEO, President and sole Managing Member of Deathrow, I
reluctantly directed E1 to transfer $1,950,000 of the secured advance to the Trustees,
finalizing the purchase of the Catalogue. I then turned my mind to finalizing the
arrangements for assigning the Catalogue from Wideawake to Deathrow. To that effect,
Ovenden and I jointly executed an assignment agreement which transferred completely to
Deathrow all rights and interests in the asset, free and clear of any rights, encumbrances or
obligations to or in favour of Wideawake or any other entity or persons. Thompson-So and
Ovenden were deliberate about this assignment language - they wanted the Catalogue to be as
unencumbered by debt as possible to make re-financing easier so that New Solutions did not
sustain long term a sunk cost of $18 million.

52. With the Catalogue now fully paid for and in the hands of Deathrow I looked forward
to receipt of the remaining advance monies from E1 in order to begin the development and
marketing of the Catalogue. However, Ovenden, New Solutions and Thompson-So now took
steps to make sure this wouldn’t happen.

OVENDEN UNLAWFULLY TAKES REMAINDER OF ADVANCED MONIES

53. On February 6, 2009, Stacey Mitsopulos, lawyer for New Solutions directed E1 to
transfer the remaining balance of the Advance to New Solutions rather than to Deathrow, the
party with the sole, legal right to the remainder of the Advance.

E-mail dated February 6, 2009 from Stacey Mitsopulos, lawyer for New
Solutions directing advance of remaining funds to New Solutions from E1
attached as Exhibit “Q”.

MBDOCS_4623698.3
 - 17 -

54. New Solutions had absolutely no right to take over the remainder of the Advance.
New Solutions had not formally transferred its security interest in the Catalogue to Deathrow.
In fact the Assignment Agreement, drafted by Ovenden’s lawyers, indicated the very
opposite. Instead it had elected to maintain its factoring agreement with Wideawake and its
guarantee from Very Juicy for the loan that it had advanced to Wideawake. This is why the
Assignment Agreement, executed on February 1, 2009, contained no discussion of the
elimination of these items. Instead, New Solutions agreed to claim 60% of the proceeds from
the distribution royalties emanating from the Distribution Agreement. New Solutions would
earn a return on the Loan from the proceeds of Deathrow’s success, not from the funds issued
to operate the company and ensure that success.

55. By unlawfully taking the remaining advancement monies owing to Deathrow, New
Solutions and Ovenden were effectively stripping Deathrow of everything but the Catalogue
itself and providing it with none of the necessary operating capital to develop it, market it and
ultimately, make it a successful going concern. Ovenden instead left me with only a limited
number of staff at Wideawake and no budget to work with.

56. I protested this situation to Thompson-So and, through him, to Ovenden. Ovenden
would not even take my calls or hear my concerns. I asked Thompson-So to produce any
documentation that evidenced New Solution’s right to the remaining Advance monies. He
dodged me and produced nothing.

57. At this point I began to grow very concerned that Ovenden was not acting in good
faith in his role as a director of Wideawake or Deathrow. However, I was in a tough situation
- I had a $20M guarantee hanging over my company’s head and my only chance to make
something of this situation was to continue giving everything I had to making the Catalogue
successful.

58. I pressed on with my duties to the company. Among other things, to mitigate the lack
of marketing and operational funds now available for running Deathrow, I made arrangements
with E1 to enhance the amount of money it spent on marketing initiatives for the Catalogue’s
products. While this allowed us to begin marketing the Catalogue’s products, this
arrangement had the side effect of increasing E1’s expenses, which resulted in less

MBDOCS_4623698.3
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distribution monies being available to satisfy New Solutions and severely effecting
Deathrow’s cashflow. Of course, New Solutions was not happy about this - but it was not
possible for them to have their cake and eat it too.

59. Ovenden’s response to my efforts was to reduce Deathrow’s operating capital to a

trickle. Once again, I was tasked with somehow making a thinly financed corporation’s assets
profitable. I felt this was again a breach of Ovenden’s obligations under the Shareholder
Agreement.

DENIAL OF ACCESS TO COMPANY RECORDS AND FINANCIAL INFORMATION

60. After New Solutions appropriated the remaining advancement monies, Ovenden
simply ceased communicating with me. I could only seek his fulfillment of his obligations
under the Shareholder Agreement by communicating through Thompson-So or DeGuara and
hope that my messages got through.

61. Thompson-So had no position with either Wideawake or New Solutions. I was
concerned that his responsibility was only to recoup New Solutions investment and not to
advance the interests of Deathrow. However, given his access to Ovenden, I worked with him
as best I could.

62. Of significant concern to me as President of both Wideawake and Deathrow, was the
state of the companies’ finances. Ovenden had always insisted that all financial record
keeping of our enterprises , including Wideawake and Deathrow, emanate from his offices.

63. With the Loan and the Catalogue purchase, accurate record keeping was now critical
to me. Very Juicy was the Guarantor of a purported $20M loan of which only $16M had ever
been advanced and another $2M had been immediately recouped by taking the Advance
monies. Moreover, all of Wideawake’s receivables and 60% of Deathrow’s royalties were
now going directly to New Solutions as well. Deathrow also had obligations to E1 on which
the security of the entire Catalogue depended. Finally, and very importantly to me, the value
of my equity stake depended on paying down the company’s debt as quickly as possible. All
of this was on top of my basic duties as President and CEO to ensure that the companies were
being run properly.

MBDOCS_4623698.3
 - 19 -

64. The companies’ US accountants had also expressed concern to me numerous times
that Wideawake and Deathrow were not properly taking care of tax preparation in the US and
that there was significant co-mingling of money and expenses between Deathrow and
Wideawake that did not make accounting sense. This concerned me.

65. I asked Thompson-So and DeGuara for the financial records necessary to run the
corporation and ensure compliance with its obligations. Among other things, the documents I
requested included:

(a) An accounting of all alleged advances to the company from Ovenden’s

financing entities. This was particularly important to me since Ovenden and
New Solutions were consistently misrepresenting the amounts of monies
advanced to Wideawake and Deathrow, the greatest example being the alleged
$20M loan to Wideawake of which approximately only $16M ever
materialized and another $2M had been immediately confiscated from the
Advanced Funds from E1.

(b) Financial statements of Wideawake and Deathrow including reports on

revenues flowing to and between Deathrow, E1 and New Solutions from
royalties. These reports were critical to me for at least two reasons. First,
Deathrow had outstanding obligations to New Solutions and E1 that were to be
satisfied from these revenues. It was therefore critical to me as President that I
understand, how much revenue was being generated and to what extent the
companies’ obligations were being met. Second, not knowing how much
money the Companies are bringing in made it impossible for me to plan for
and project what revenue streams we could expect in the future.

(c) All executed loan and distribution documents relating to Wideawake and
Deathrow. Ovenden kept control of these documents but I felt it important in
my capacity as President and CEO to review these documents and know their
terms in order to understand the obligations of the company.

(d) The corporate books and records of Wideawake and Deathrow.

MBDOCS_4623698.3
 - 20 -

66. Despite these records being the undisputed property of Wideawake and Deathrow, my
requests were not only denied, but were treated with suspicion by Ovenden and his associates.
Only on the eve of the shareholders’ meeting at which Ovenden purported to remove me as
President and fire me from all duties involving Wideawake did DeGuara produce the thinnest
of financial documents. It was a spreadsheet that purported to be an “income statement” for
Wideawake and Deathrow but just muddled the companies’ assets and liabilities together (the
“Spreadsheet”).

Copy of Spreadsheet delivered to me by DeGuara in October of 2009

attached at Exhibit “R”.

67. Though the Spreadsheet was rough in the extreme, it did indicate some very
interesting facts. Among them, that in the short amount of time since acquiring the Catalogue,
Wideawake and Deathrow had already paid out almost $3M in factoring fees to New
Solutions.

68. Given the strict control that Ovenden and New Solutions have exercised over the
corporate records of Deathrow and Wideawake, I find it particularly galling that Ovenden
now seeks interlocutory relief against me requiring me to turn over these records over to him.
These documents are already in his and New Solutions’ possession. They always have been.
New Solutions even kept Wideawakes’ and Deathrows’ e-mail servers at their offices.

69. The impression that I began to get from Thompson-So (now confirmed as I read
Ovenden’s affidavit), was that any effort by me to have a meaningful role in the operation of
Deathrow was somehow indicative of disloyalty to Ovenden or a plan on my part to somehow
“steal” the Catalogue from Deathrow.

70. This was ridiculous. For one thing, Ovenden’s financial interest in the Catalogue was
secured to the hilt by, among others, my company. Moreover, I knew I could only earn a
return on the Deathrow catalogue (as with all my ventures with Ovenden) by applying every
ounce of my labour to making it a viable going concern, resuscitating the Deathrow brand and
reputation with its artists and freeing the Catalogue from any encumbrances (such as the E1
security) as soon as possible.

MBDOCS_4623698.3
 - 21 -

OVENDEN REFUSES TO PROVIDE THE COMPANY WITH RESOURCES

71. Through the Spring and Summer of 2009, Ovenden showed no interest in developing
Deathrow in a meaningful way. He ceased communicating with me, issuing requests or
demands to me only through delegates like Thompson-So or DeGuara. Ovenden would not
answer my phone calls, receive or respond to my e-mails or directly address any concerns I
raised regarding our companies.

72. The only line items that Ovenden would finance were a few employees and
consultants whose ostensible goal was to help me with the Catalogue. However, these
employees were generally not a success:

(a) John Payne - a Los Angeles resident who formerly held a position with
Deathrow Records Inc for a very brief period of time and was fired by Dr. Dre
and Suge Knight prior to the release of Death Row’s first artist release Dr.
Dre’s the Chronic. When I first met with Payne in and around the time I was
investigating the purchase of the Catalogue from the Trustees, he held himself
out to me as someone with a deep knowledge of the old Deathrow label and
who could assist us, among other things, with the important task of gaining
support of the Catalogue’s former artists for our plans to reinvigorate the
company. Once hired however, it quickly became apparent to me that Payne
had overstated his qualifications, and more importantly his presence was a
serious roadblock for Deathrow with certain key artists like Snoop Dog, the
estate of Tupac Shakur and Dr. Dre, all of whom who refused to work with
Payne. Payne also had an unacceptable attitude towards Deathrow artists’
rights. I am a recording artist myself. I know how these rights are valued and
how respect for them is critical to gaining artist trust and support. Payne
seemed to feel the opposite. Once for example, when I was discussing the
necessity of obtaining Dr. Dre’s support for releasing certain of his unreleased
content in the Catalogue, Payne suggested that we do so without Dr. Dre’s
support or consent. When I disagreed with this approach, his exact words were
“ [Expletive Deleted] the artists. We own the Catalogue - we can do what we
want with it. This attitude horrified me in an artistic sense and in a business

MBDOCS_4623698.3
 - 22 -

sense was the opposite of what we needed for Deathrow to regain the support
of its artists and thrive. Over the course of the Spring and Summer of 2009, it
became apparent to me that Payne thought by discrediting me in the eyes of
Ovenden and his delegates, he could edge me out of Deathrow and gain
managerial control over it.

(b) Sasha Stoltz - a 33 year old Toronto resident who I was “permitted” to hire in
the Summer of 2009 to assist with publicity for Deathrow. I knew Sasha
through her mother, Lynne Stoltz who wanted me to develop an urban film
project with her. She was eager for work in the entertainment industry and
offered to volunteer without pay as my personal assistant to get her foot in the
door. I knew that Sasha was young and under-qualified for the job of handling
publicity for a major record label, but given my limited budget, she was also
the only option I could afford. I hoped to groom her into the role. However,
despite my best efforts to assist her, Stoltz was simply not able to do the job.
Among other things, E1’s publicist , Eric Alper told me that Stoltz’s press
release work was substandard. When I began to constructively criticize her
work, she became very resentful. As her own affidavit in this matter confirms,
soon after starting work she began to take instruction from Ovenden,
Stevenson and Thompson-So to report to and work for them directly. This
went completely against my role as President and CEO of Deathrow.

73. I was responsible for hiring both Stoltz and Payne. When it became clear that they
would not be able to perform their tasks, I was required to terminate them. This is not
something I enjoyed - I had high hopes for Payne and I had known Stoltz and her mother
personally before hiring Sasha.

74. When I terminated Stoltz and Payne, they simply approached Ovenden through
Thompson-So and he continued to pay them. Obviously, this was gross interference with my
duties as President of Wideawake and Deathrow and, with these individuals continuing to
work, contrary to my explicit orders, it created significant tension at Deathrow and
Wideawake (among other things, Stoltz is a good friend of Julia Ji’s, another employee of

MBDOCS_4623698.3
 - 23 -

Wideawake). I protested this situation to Thompson-So and other Ovenden delegates to no

avail.

75. I have read the affidavits produced by Mr. Ovenden in his application record and his
attempt to vilify me as someone with whom it is impossible to work and who has alienated
everyone at Wideawake. This is absolutely ridiculous. I have been the President and CEO of
Wideawake since its founding and had never been accused of such poor character before the
incidents with Stoltz and Payne. My own husband and people that I consider friends work at
Wideawake and Deathrow. Mr. Ovenden has been highly selective in his choice of employees
pushed to speak against me.

76. The allegations concerning my personal conduct in this matter have been put forward
by individuals who owe their jobs and livelihood to Ovenden. I will more specifically refute
those allegations (all of which are either mischaracterized or maliciously false) in future
affidavits. The immediate demands of putting my evidence on the corporate governance
issues affecting these corporations have not yet afforded me time to address the many
personal attacks in the Application Record. I will do that as quickly as possible. However, in
the interim, I would ask this Court to take note of the obvious incentives that ongoing
employees have to side with the individual who signs their paychecks.

OVENDEN TRIES TO REMOVE ME

77. Over the Summer of 2009, it became increasingly difficult to run Deathrow. We did
not have the capital we needed and expected from the Distribution Agreement, Ovenden and
his delegates viewed my legitimate desire to know about the finances of the company with
suspicion and contempt and I had several actively hostile employees painting my every move
with the blackest brush.

78. Consistent with the original Shareholder’s Agreement, I continued to work in the best
interests of the company, trying to make up for lack of funding with hard work. Among other
things, I:

(a) Worked tirelessly to secure a “Rest of World Distribution and Label Services”
agreement with EMI. The E1 Distribution Agreement only pertains to North

MBDOCS_4623698.3
 - 24 -

America and international distribution rights to the Catalogue would have a

massive impact on Deathrow revenues to the tune of $2-$10million net
revenue per year.

(b) Negotiated a Mainland China Digital Distribution and Ministry of Culture

Censorship Clearance for a large Deathrow Catalogue. China is a massive
untapped market for hip hop music and this deal is the first step towards
negotiating more deals in China. This first agreement has required a substantial
amount of negotiation on my part to produce, given the PRC’s strict censorship
laws and the obvious problems that poses for much of the Catalogue’s art.

(c) Reviewed and Approved of Deathrow Master and Publishing Placement. As

part of this project, on an ongoing basis I have reviewed specific content with
Tim Allen, Afeni Shakur/Dina LaPolt (of the Tupac Shakur Estate - a critical
player in the Deathrow community) and others at Evergreen Copyrights for
clearance and placement of Catalogue music in various media.

(d) Coordinated review and delivery to Evergreen Copyrights of a large

instrumental and acapella library of Catalogue content to support the
development of a “Rapstar” video game placement. This is a time sensitive
project and delivery item that Payne was originally tasked with but failed to
deliver.

(e) Commenced negotiations with Felix Sebacious of Bravada Merchandise for

worldwide merchandising of Deathrow branded products.

(f) Entered into talks with Jed Seifert, Executive Vice-President of MusicSkins
LLC based in Brooklyn, NY for the securing of separate Deathrow
IPOD/Blackberry skins merchandise and branding.

(g) Researched and engaged in initial negotiations with 4 different companies that
are on the preferred Apple list to develop Deathrow applications for IPODS,
RIM/Blackberries and other handheld devices. This is a particularly exciting

MBDOCS_4623698.3
 - 25 -

opportunity for Deathrow given the burgeoning market for these types of
applications.

79. Notwithstanding my efforts, in the last few months, I have been continually stymied
by the interference of Wideawake/Deathrow employees, Thompson-So, Stevenson or
DeGuara, who felt that their primary allegiance is to New Solutions or Ovenden personally
and not to the companies of which I am President and CEO. Moreover, I was often working at
an informational disadvantage, given my lack of access to the company’s financial
information.

80. By the Fall of 2009, this situation was threatening to seriously damage the company.
Differing instructions, messages and strategies seemed to be coming from Wideawake and
Deathrow. Our distributors, artists and potential business partners were becoming confused as
to who was representing the Catalogue and the companies. Retail confidence in our company
was decreasing steadily at an alarming rate which E-1 our distributor repeatedly alerted us to.

81. I had to set the record straight. I respected Ovenden’s role as a shareholder and a
director. I understood New Solutions’ position and rights as a creditor and the importance of
co-operating with Thompson-So and DeGuara in that regard. But I was the President and
CEO of Wideawake and Deathrow and I was responsible for the management of those
companies’ projects. The companies’ employees could not have ongoing divided loyalties and
try to serve many masters if we were to move forward. I set out this position clearly to all
Wideawake and Deathrow employees and consultants in the e-mails found in the Application
Record.

Communications from Lara Lavi to company employees and response from

Ron Ovenden to all company members attached at Exhibit “S”.

82. Ovenden’s response to my attempt to assert my managerial authority in the companies

was immediate and aggressive. He accused me of poor performance as President and CEO
and actually tried to retract that I even held these offices, stating at one point that only he was
ever the CEO in the companies he financed. Ovenden then began to take steps to try and
remove me from my senior officer’s role. This was made obvious to me when he began to

MBDOCS_4623698.3
 - 26 -

demand that I, as one of the two directors of Wideawake, agree to call a shareholder’s
meeting of that Company.

83. Based on the tone of Ovenden’s communications with me, I could see that such a
meeting would only turn into a show trial of my performance. Until now, I had not received
any of the financial data on the companies’ performance I had requested of Thompson-So, nor
had I been given access to the companies’ record books, ledgers, etc to verify that
information. I demanded access to the company books as a precondition of proceeding with
any meeting.

84. More importantly, my understanding of the Shareholder’s Agreement was that

Ovenden couldn’t simply use his position as a majority shareholder in Wideawake to remove
me from my duties as that company’s senior officer. The Shareholder’s Agreement was clear
that I would retain a senior executive role. I had worked extremely hard to find, obtain
(remember that without my efforts, the original purchase of the Catalogue would have fallen
through and Ovenden’s money would have been lost) and develop the Catalogue. Ovenden
now sought to remove me from all power over management of the Catalogue while keeping
my company, Very Juicy, on the hook for the full amount of the loan which financed the
Catalogue’s purchase, all after pulling the very funding from Deathrow that was meant to
guarantee its success.

85. Notwithstanding the above, and as set out in his affidavit, Ovenden held a
“shareholders meeting” of Wideawake, elected his son, Graham Ovenden, himself and
Thompson-So as directors. Ovenden and Thompson-So then appointed themselves as officers.
The first act of the directors was to terminate what they called my consulting relationship
with Wideawake, without any reference to the Shareholders Agreement.

Copy of Minutes of Wideawake’s Shareholders Meeting dated

November 9, 2009 attached at Exhibit “T”.

Copy of Minutes of a Meeting of Wideawake’s Board of Directors dated

November 9, 2009 attached at Exhibit “U”.

MBDOCS_4623698.3
 - 27 -

86. Similarly, in Delaware, Ovenden deemed himself the majority shareholder of

Deathrow without limits and passed a simple resolution stripping me of all offices and power
in that company (the “Delaware Resolution”).

Copy of Deathrow Resolution dated October 26, 2009 attached at

Exhibit “V”.

87. Once he had control over Deathrow and Wideawake, Ovenden moved to enhance New
Solutions’ security over the catalogue. Among other things, Ovenden executed an
“Assumption of Loan” agreement between Deathrow and Wideawake, in which Deathrow
purported to assume the indebtedness of Wideawake under the Loan. This agreement was
backdated to February l, 2009 and was for indebtedness of $20M when no such amount had
ever come close to being advanced. There was no consideration for this assumption of debt,
even though the original assignment between Wideawake and Deathrow had transferred the
Catalogue completely free and clear of all encumbrances. Most conveniently, the Assumption
did nothing to release the Guarantee of Very Juicy for the Loan. In the stroke of the pen,
Ovenden had greatly enhanced his security as a lender while still leaving me on the hook for
the full amount of the Loan yet powerless to operate the company as we had agreed.

Assumption of Loan Agreement back dated to February 1, 2009 attached at

Exhibit “W”.

THE NEW YORK PROCEEDINGS ARE BROUGHT WITH NOTICE

88. My obvious fear was that Ovenden would now use his purportedly unrestricted equity
position in Deathrow and/or Wideawake to encumber the Catalogue or sell it for a nominal
fee to some other entity completely owned by him. Alternatively, now that Ovenden had
registered security over the Catalogue itself on behalf of New Solutions, with control of both
companies he might easily engineer a default under the Loan that he would say justified
seizure of the collateral.

89. I felt Ovenden’s actions were oppressive and I resolved to protect my rights. As the
record already shows, I commenced a proceeding in the Courts of New York State seeking to
enjoin Ovenden, New Solutions or Wideawake from, among other things, representing
themselves as having any authority to conduct business on behalf of Deathrow.

MBDOCS_4623698.3
 - 28 -

90. There are numerous factual and legal reasons that I believe the New York Courts are
an appropriate jurisdiction for determination of the relief I sought. These reasons are set out at
length in my NY legal counsel’s submissions. I repeat and rely on them.

Copies of Memoranda of Law submitted in New York proceedings attached

at Exhibits “X” and “Y”.

91. I gave notice of the proceeding to the defendants and we all attended before Her
Honour Judge Barbara Kapnick on November 19, 2009. At that time, Judge Kapnick granted
a Temporary Restraining Order (the “TRO”) staying the Delaware Resolution, staying the
Assumption of Loan and enjoining Ovenden, New Solutions or Wideawake from holding
themselves out as having sole authority to conduct business on behalf of Deathrow. Her
Honour also restrained any party from executing any documents seeking to sell the assets of
Deathrow. The last point in the order was later broadened to include any encumbrance or
dealings with the Catalogue. The defendants made ample submissions and had significant
input on the TRO.

Notice of Presentment of Stay Application served upon lawyers for

Ovenden attached at Exhibit “Z”.

Order to Show Cause dated November 19, 2009 attached at Exhibit “AA”.

92. As a condition of the TRO, I was required to post a $2M bond with the NY Court by
no later than December 3, 2007. This was a request from the defendants which the court
granted. I immediately set out to arrange the bond. Within a few days, I was negotiating the
necessary financing and was on the verge of posting the bond when the Applicants herein
commenced these proceedings without notice to me, seeking interim relief that in some
regards completely contradicted the TRO. The plaintiffs here claimed that because the bond
was not yet in place the TRO was not effective (which position I do not believe is accurate
under NY law). In any event, by bringing the Ontario Proceedings, they gave us no
opportunity to clarify that matter with the NY Court.

93. I believe Ovenden’s motives for seeking relief in respect of Deathrow here in Ontario
were purely abusive. Because Ovenden was able to obtain interim relief here in respect of
Deathrow that went directly against the TRO (namely, it held that I no longer had any

MBDOCS_4623698.3
 - 29 -

authority for Deathrow), this created confusion amongst NY bond issuers - exactly the result
Ovenden hoped for. As a result, I was not able to meet the NY Court’s bond requirement in
the time required and the TRO was lifted. I did eventually secure a bond for $2million dollars
on Tuesday December 9, 2009 at 4pm which I promptly delivered to the New York Court.

Copy of Surety Bond for $2M attached at Exhibit “BB”.

THE NEED FOR INTERIM RELIEF

94. I have reviewed the affidavit of Thompson-So dated December 5, 2009 which
Thompson-So claims to submit as evidence of urgency in this matter. It is deeply flawed.

95. With respect to the financial obligations, I note that the first thing that Thompson-So
does is muddy the waters by mixing the obligations of Wideawake and Deathrow. This has
been a constant problem with Thompson-So’s financial involvement in the companies since
the Catalogue acquisition as seen in the Spreadsheet.

96. More substantively, a cursory review of the “financial demands” that Thompson-So
has listed reveals that the vast majority of payables due are payments under the Factoring
Agreement owing by Wideawake to New Solutions.

97. The next item in Thompson-So’s list of financial demands is the working capital of
“Wideawake”. Thompson-So provides minimum accounting evidence for working capital
being so high, but I take his affidavit at its word that this amount pertains mostly to payroll
and consulting fees. However, my information is that employees at Wideawake are getting
paid, based on who among them is deemed “loyal” to Ovenden and New Solutions.
Specifically, I understand that John Payne, Sasha Stoltz, William Stevenson, and Julia Ji - all
of whom have given evidence supporting Ovenden in this matter - have been paid to date.
Other employees who have not given evidence for Ovenden have not been as fortunate.

98. Thompson-So’s affidavit gives no explanation for the mysterious “other payables” line
item in his amalgamated list of Wideawake and Deathrow debts. If I had access to company
records, I could address this. But at present, I am in the dark as to what this bill is as well as
from whom and to whom it is payable.

MBDOCS_4623698.3
 - 30 -

99. The remaining payables listed in Thompson-So’s affidavit (to Pacific Title, Artist
Royalties and Manufacturing and M&P to E1) do need to be addressed. The question then, is
how will Wideawake and Deathrow meet their interim financing needs while this matter is
awaiting hearing of its merits?

FINANCING OF THE CORPORATION

100. Thompson-So holds out Ovenden as the only potential financial backer of the
company. That is inaccurate, as most demonstrably shown by the incident which lead to the
E1 Distribution Agreement - Ovenden’s failure to finance Deathrow to the full extent
promised and the subsequent willingness of other parties to leap in and fill the breach.

101. I secured a $4M advance on distribution royalties from the catalogue in a matter of
days secured by an asset that Mr. Ovenden’s own lawyer described as a “mess”. I know the
entertainment industry and I know how to raise capital.

102. I have already listed above a number of companies willing to do business with me as
the face of Deathrow and who will put faith and money into the company. I was willing to put
$2M in the hands of the New York court as a bond to “put skin in the game” as Mr.
Ovenden’s representatives like to say. It was only the abusive elements of this action (seeking
the opposite interim relief to that which I sought in NY) that prevented that bond from being
secured in time to save the TRO. Notwithstanding, I have secured a bond to put before the
New York Court in the event it grants my request for interlocutory relief in the matter
presently before it.

INTERIM CONTROL

103. I have consistently demonstrated my commitment Wideawake. I am the “face” of the

company to our many contacts in the industry. I have demonstrated an ability to obtain
financing for the company and a commitment to it’s development. I would request that any
order for interim control of the company be granted in my favour.

104. Alternatively, if Ovenden’s actions are permitted to remove me from my roles in the
company even on an interim basis, I request that any order for interim relief required him to

MBDOCS_4623698.3
 - 31 -

give assurances along the lines of those granted under the TRO, as amended, that he will do
nothing to sell, transfer or encumber the companies or assets that I have worked so hard under
our Shareholder’s Agreement to develop.

SWORN BEFORE ME at the

of , in the
of on December , 2009.

Lara Ann Lavi

Notary Public in and for the State of
New York

MBDOCS_4623698.3
 WIDEAWAKE ENTERTAINMENT GROUP INC., et al LARA ANN LAVI, et al. Court File No: 09-8483-00CL
and
Applicants Respondents

ONTARIO
SUPERIOR COURT OF JUSTICE -
COMMERCIAL LIST
Proceeding commenced at Toronto

AFFIDAVIT OF
LARA ANN LAVI
(Sworn December , 2009)

McMILLAN LLP
Brookfield Place
181 Bay Street, Suite 4400
Toronto, Ontario
M5J 2T3

Jason Murphy LSUC#: 48577T

Tel: (416) 865-7887
Fax: (416) 865-7048

Lawyers for the Respondent,

Lara Ann Lavi

MBDOCS_4623698.3