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1 JAMES V. FAZIO, III (Admitted Pro Hac Vice) [email protected] 2 TREVOR Q. CODDINGTON, PH.D. (Admitted Pro Hac Vice) [email protected] 3 SAN DIEGO IP LAW GROUP LLP 12526 High Bluff Drive, Suite 300 4 San Diego, CA 92130 Telephone: (858) 792-3446 5 Facsimile: (858) 792-3501

6 Attorneys for Plaintiffs, IAN CHRISTOPHER O’CONNELL; MUSION EVENTS LTD.; 7 MUSION 3D LTD.; MUSION IP LTD.; and HOLICOM FILMS LTD. 8 UNITED STATES DISTRICT COURT 9 DISTRICT OF NEVADA 10 11 IAN CHRISTOPHER O’CONNELL; CASE NO. MUSION EVENTS LTD., MUSION 3D 12 LTD.; MUSION IP LTD. and HOLICOM COMPLAINT FOR: FILMS LTD., 13 (1) INFRINGEMENT OF U.S. PATENT Plaintiffs, NO. 8,915,595; 14 (2) INFRINGEMENT OF U.S. PATENT vs. NO. 9,033,522; 15 (3) INFRINGEMENT OF U.S. HOLOGRAM USA, INC.; MDH TRADEMARK NO. 3,255,043; 16 HOLOGRAM LIMITED; UWE MAASS; (4) INFRINGEMENT OF U.S. and DOES 1 through 10, TRADEMARK NO. 3,776,645; 17 (5) BREACH OF CONTRACT; Defendants. (6) INTENTIONAL INTERFERENCE 18 WITH PROSPECTIVE ECONOMIC ADVANTAGE; 19 (7) NEGLIGENT INTERFERENCE WITH PROSPECTIVE ECONOMIC 20 ADVANTAGE; (8) UNFAIR COMPETITION; 21 (9) BREACH OF FIDUCIARY DUTY; (10) FALSE ADVERTISING IN 22 VIOLATION OF 15 U.S.C. §1125(A); (11) FRAUDULENT 23 MISREPRESENTATION; (12) CONVERSION; 24 (13) UNJUST ENRICHMENT/DISGORGEMENT; 25 AND (14) DECLARATORY JUDGMENT 26 DEMAND FOR JURY TRIAL 27 28

COMPLAINT

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1 As and for their Complaint, Plaintiffs Ian Christopher O’Connell (“O’Connell”), Musion

2 Events Ltd. (“MEL”), Musion 3D Ltd. (“M3D”), Musion IP Ltd. (“MIP”), and Holicom Films 3 Ltd. (collectively, “Plaintiffs”) hereby allege against Defendants Hologram USA, Inc. 4 (“Hologram USA”), MDH Hologram Limited (“MDH”) and Uwe Maass (“Maass”) (collectively, 5 “Defendants”) as follows: 6 THE PARTIES 7 1. Ian Christopher O’Connell (“O’Connell”) is an individual residing in London, 8 England and is a citizen of the United Kingdom. As a one-third owner of MIP, O’Connell has

9 standing to assert infringement of the patents and trademarks alleged herein that are owned by 10 MIP. As the sole Assignee of the “Connected Claims” described herein, O’Connell also has 11 standing to assert any and all claims that MSL has against the Plaintiffs or otherwise. 12 2. Musion Events Limited (“MEL”) is a private company organized and existing 13 under the laws of the United Kingdom with its principal place of business in Leicester, England. 14 3. Musion 3D Ltd. (“M3D”) is a private company organized and existing under the 15 laws of the United Kingdom with its principal place of business in London, England.

16 4. Musion IP Ltd. (“MIP”) is a private company organized and existing under the 17 laws of the United Kingdom with its principal place of business in London, England. 18 5. Holicom Films Ltd. is a private company organized and existing under the laws of 19 the United Kingdom with its principal place of business in London, England.

20 6. Uwe Maass (“Maass”) is a citizen of Germany residing in Dubai, United Arab 21 Emirates. Musion Global Ltd. (“Musion Global”) is a United Kingdom entity with its principal 22 place of business located at Westcott House, 35 Portland Place, London, United Kingdom W18

23 1QF. On information and belief, Maass and/or MDH uses Musion Global in tandem with 24 Eventworks Dubai and/or Eventworks 4D LLC to sell infringing flame-retardant foil that 25 infringes at least the Defendants’ ‘595 patent. Plaintiffs have obtained and produced copies of 26 invoices from Musion Global to DRAFTFCB in New York for $194,610 for staging and filming a 27 holographic event in Dallas. On information and belief, Eventworks 4D, LLC is a Ohio limited 28 liability company and is a licensee/customer of MDH to which MDH supplied fireproof foil. On -1- COMPLAINT

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1 information and belief, Eventworks Dubai is a foreign entity or partnership co-owned by Uwe

2 Maass and his wife Dalia al Yacoubi with a mailing address of P.O. Box 58113, Dubai, United 3 Arab Emirates. 4 7. On information and belief, MDH Hologram Limited (“MDH”) is a corporation 5 organized and existing under the laws of the United Kingdom with its registered office located at 6 90 High Holborn, London, United Kingdom WC1V 6XX. 7 8. On information and belief, Hologram USA, Inc. (“Hologram USA”) is a 8 corporation organized and existing under the laws of the State of Delaware with its principal

9 place of business located at 301 N. Canon Drive, Beverly Hills, California 90210. 10 JURISDICTION AND VENUE 11 9. This Court has original and exclusive subject matter jurisdiction over the 12 Plaintiffs’ patent and trademark infringement and federal false advertising claims pursuant to 28 13 U.S.C. §§ 1331 and 1338(a). This Court has supplemental jurisdiction over the Plaintiffs’ state 14 law claims under 28 U.S.C. §1367(a). 15 10. Personal jurisdiction and venue over the Defendants are proper at least because

16 they have subjected themselves to personal jurisdiction and venue in this District by virtue of 17 filing suit here and because Defendants regularly and systematically engage in business in this 18 District. 19 BACKGROUND

20 The Eyeliner Agreement, Maass Assignment, and MIP Assignment 21 11. In 1996, Uwe Maass filed the patent application that matured into the ‘519 patent. 22 12. Maass later met James Rock and Ian O’Connell and, in 2002, the three individuals

23 set up a company called Musion Systems Ltd. (“MSL”) to exploit the technology disclosed by the 24 ‘519 patent. 25 13. On October 29, 2002, MSL registered the domain name “musion.co.uk” with 26 Nominet. Later, in 2003, MSL applied to register “Musion” and “Eyeliner” as UK trademarks. 27 On April 1, 2004, MSL filed a further patent application relating to the technology naming 28 O’Connell and Rock as co-inventors, namely, the application that matured into the ‘212 patent. -2- COMPLAINT

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1 14. The Eyeliner Agreement. In September 2006, the parties consulted Deloitte &

2 Touche (“Deloitte”) for advice concerning the structure of their business. This resulted in an 3 agreement dated June 25, 2007 known as the “Eyeliner Agreement.” The parties to the Eyeliner 4 Agreement were MSL, O’Connell, Maass, Rock, Eventworks Ltd. and MEL. Plaintiffs have 5 satisfied all their obligations under the Eyeliner Agreement, except to the extent they were 6 excused from performance by virtue of Defendants’ material breaches thereof as further alleged 7 herein. 8 15. Under the Eyeliner Agreement, in exchange for receiving ownership of certain

9 intellectual property including the ‘212 and ‘361 patents, Maass granted various licenses to (i) 10 MSL, (ii) O’Connell and Rock “for the benefit of, and onward assignment to” a new company to 11 be set up by them and to be called Musion Events Ltd. (“MEL”) and (iii) an entity called 12 EventWorks. The intention was that O’Connell and Rock would operate (through MEL) in the , 13 Eire, France, Italy and Russia; that Eventworks would operate in Bahrain, Oman, Kuwait, Qatar, 14 UAE and Switzerland; and that MSL would have the rights to operate anywhere else. 15 Importantly also, the Eyeliner Agreement placed certain contractual obligations and restrictions

16 on Maass and contemplated that O’Connell, Maass and Rock would form a new IP holding 17 company (“MIP”) that would own future intellectual property rights. 18 a. More specifically, the Eyeliner Agreement essentially provided that Maass must 19 not assign, transfer, encumber or license any intellectual property in the foil or

20 Licensed Products without the consent of O’Connell and Rock. Maass has 21 breached this provision of the Eyeliner Agreement by purporting to assign and/or 22 license the asserted patents without at least O’Connell’s consent to at least plaintiff

23 Hologram USA, Inc. and the settled defendants in the companion cases to this one, 24 Hologram USA, Inc. et al. v. Cirque du Soleil, LLC et al., 2:14-cv-916 (D. Nev.) 25 and Hologram USA, Inc. et al. v. Pulse Evolution Corp. et al., 2:14-cv-772 (D. 26 Nev.). 27 b. In addition, the Eyeliner Agreement provided that any net income derived from 28 exploitation of the Foil and the Licensed Product (among other things) shall be -3- COMPLAINT

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1 shared by Maass, O’Connell and Rock through their shareholdings in MSL and all

2 parties shall assign all such income to MSL for that purpose. Maass has breached 3 the Eyeliner Agreement at least because he has (1) granted patent licenses without 4 O’Connell and Rock’s consent; and (2) failed to share all net income derived from 5 exploitation of the Foil and the Licensed Product with O’Connell and Rock as 6 required by the agreement. 7 c. In addition, the Eyeliner Agreement provided that Maass was the owner of 8 intellectual property including the ‘519 patent, and that MSL was the owner of the

9 “MSL Registrations” which included the PCT Application G2004/001414) and all 10 worldwide applications in and for patents based on that PCT Application, which 11 include the ‘212 patent and ‘361 patent. 12 d. However, the Eyeliner Agreement provided that subject to the grant of licenses set 13 out in clause 2.4, below, MSL would agree to assign its rights in the MSL 14 Registrations to Maass using the “Form of Assignment” attached. On June 25, 15 2007 in a document signed by O’Connell (for MSL) and Maass, MSL assigned

16 legal title in the MSL Registrations Patent Rights to Maass and agreed to assign 17 legal title in the MSL Registrations Foreign Patent Rights to Maass. 18 e. In exchange, the Eyeliner Agreement provided that Maass grants to MSL a 19 perpetual irrevocable exclusive sub-licensable royalty-free license to exploit all

20 intellectual property rights in respect of the Foil and/or the Licensed Product in the 21 ‘Sole Territories’ (as that term is defined in the WW Agreement) and all other 22 territories in the world (other than UAE, Bahrain, Kuwait, Oman, Qatar,

23 Switzerland, , Eire, France, Italy and Russia) and to carry out installations of Foil 24 and/or Licensed Product in any place in the world for persons or companies 25 domiciled in such territories. 26 f. In addition, the Eyeliner Agreement provided that Maass grants to O’Connell and 27 Rock (for the benefit of MEL) a nonexclusive perpetual irrevocable license to 28 carry out installations of the Foil and/or Licensed Products in all other territories -4- COMPLAINT

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1 where not covered by exclusive licenses and to carry out installations of Foil

2 and/or Licensed Product in any place in the world for persons or companies 3 domiciled in such territories. 4 g. In addition, the Eyeliner Agreement provided that Maass grants to MSL a 5 perpetual irrevocable exclusive sub-licensable royalty-free license to exploit all 6 intellectual property rights regarding the Foil and/or Licensed Product in any 7 territory or for any purpose or activity not otherwise covered or exclusively 8 licensed.

9 16. Pursuant to the Eyeliner Agreement, Plaintiffs MEL and O’Connell own a 10 perpetual irrevocable exclusive sub-licensable royalty-free license to exploit all intellectual 11 property rights (including the ‘519 patent, the ‘212 patent and ‘361 patent) for installations in the 12 United States for persons or companies domiciled in the United Kingdom. 13 17. Maass has contested the continuing validity of the Eyeliner Agreement and has 14 alleged that he terminated the Eyeliner Agreement because of monies he was allegedly owed. 15 18. However, on September 25, 2014, the UK arbitration tribunal concluded that even

16 if the Eyeliner Agreement were validly terminated, the perpetual and irrevocable licenses granted 17 to MSL, O’Connell and Rock on behalf of MEL remained in force: 18 “In the event that the Eyeliner Agreement has been duly terminated for repudiatory breach 19 in relation to any of the breaches claimed by the First Respondent in paragraph 13 of the

20 ‘First Respondent’s Statement of Defence and Counterclaim’ dated 7 February 2014, the 21 perpetual, irrevocable licenses granted under clause 2.4(b)(ii), clause 2.4(d)(i), clause 22 2.4(d)(ii) and clause 2.4(f) of the Eyeliner Agreement continue in full force and effect

23 notwithstanding any such termination, provided in each case that there has been no breach 24 of the said license itself.” 25 19. By a written assignment dated June 25, 2007 (“the Maass Assignment”), also 26 comprising Appendix 4 to the Eyeliner Agreement and executed pursuant to clause 2.1 thereof, 27 MSL (as “the Assignor”) assigned certain rights to Maass (as “the Assignee”) in the terms of 28 clause 2.1 of the Maass Assignment, as follows: -5- COMPLAINT

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“In consideration of the sum of £1 (one pound Sterling), receipt of which is hereby 1 acknowledged, the Assignor hereby assigns to the Assignee, with limited title guarantee, all 2 right, title, benefit and interest in and to the British Patent [as defined therein] and hereby 3 agrees to assign to the Assignee, with limited title guarantee, all right, title, benefit and 4 interest in and to the said Foreign Patent Rights but subject to the perpetual, non-exclusive, 5 non-sole personal and royalty free right of Assignor and/or Associated Company to do 6 those acts reserved to the patentee except for the right to grant licenses or consents thereunder.” 7 The following relevant expressions are defined in the Assignment: 8 (1) “Associated Company” is defined in clause 1.2 as follows: “any company in which 9 either William James Rock or Ian O’Connell hold a minimum 33% stake” 10 (2) “Patent Rights” are defined in clause 1.5 of the Assignment: 11 “any and all patents and patent applications listed or referred to in the agreement, 12 including any ensuing national or regional patent applications, and any and all patents that may issue from said patent applications, including any and all reissues, 13 extensions, substitutions, confirmations, registrations, revalidations, renewals, 14 additions, continuations, continuations-in-part, or divisionals of or to any of the 15 aforesaid patent applications; “BRITISH PATENT RIGHTS” means any of said 16 patent rights pertaining to the United Kingdom and “FOREIGN PATENT RIGHTS” 17 means any of the said patent rights pertaining to any other State”. 18 By clause 5.1 of the Assignment: “In respect of the exploitation of the Patent Rights (while they remain in force) the Assignee 19 shall share the Net Benefits accruing to the Assignee equally between the Assignee, Ian 20 O’Connell and William James Rock.” 21 In the premises: 22 (3) The licenses granted by Mr Maass to MSL under clause 2.4(b) and (f) of the Eyeliner 23 Agreement (“the MSL Licenses”) and to MEL (and/or Mr O’Connell and Mr Rock) 24 under clause 2.4(d) of the Eyeliner Agreement (“the MEL Licenses”) relate to: 25 (a) the installation of Foil; and/or (b) the exploitation of intellectual property rights in respect of the Foil and 26 Licensed Product, including but not limited to the Registered IP and the Future 27 IP; 28 -6- COMPLAINT

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(4) “The Licensed Product”, “The “Registered IP”, “The Maass Registrations”, “The 1 MSL Registrations” have the meanings set out at paragraph 9 above; 2 (5) The MSL Registrations were referred to by the parties as “Pepper’s Ghost 2” and the 3 Maass Registrations were referred to by the parties as “Pepper’s Ghost 1”; 4 (6) “The Future IP” means “any intellectual property rights created or acquired by any of 5 the parties after the date of the Eyeliner Agreement and including but not limited to 6 any unregistered intellectual or rights in inventions which are registered or applied for after the date of the Eyeliner Agreement , which relate to the use, manufacture, 7 installation or application of the Licensed Product or the Foil, including but not 8 limited to any improvement or enhancements to either or both of them” (Eyeliner 9 Agreement cl.1.1) ; 10 (7) The UK Patent Rights assigned (and the Foreign Patent Rights agreed to be assigned) 11 by MSL to Mr Maass by the Assignment included the MSL Registrations as defined 12 in the Eyeliner Agreement; and (8) the MSL Licenses and MEL Licenses included: 13 (a) licenses of any Future IP; and 14 (b) licenses of the MSL Registrations as referred to in sub-paragraph (6) above, 15 which were assigned by MSL to Mr Maass by the Assignment. 16 20. Further, by a written assignment dated May 29, 2013 (“the MIP Assignment”) 17 MSL assigned all right, title, benefit and interest in and to the Intellectual Property Rights (as 18 defined) in the patents and applications as listed in the attached Schedule of UK and Foreign 19 Patent Rights, including the right to sue and claim in respect of any past infringement thereof to 20 MIP, thereby assigning to MIP any and all such intellectual property rights that MSL retained at 21 that date. 22 GENERAL ALLEGATIONS 23 21. O’CONNELL is the controlling director of Musion Events Limited (“MEL”); a 24 one third shareholder and operational director of Musion IP Limited (“MIP”), the sole 25 shareholder of Musion Systems Limited. O’CONNELL is personally the largest creditor of 26 Musion Systems Ltd (in administration) (“MSL”) and holder of a debenture over the fixed and 27 floating assets of MSL, dated September 18, 2009 (“the Debenture”). O’CONNELL is the joint 28 -7- COMPLAINT

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1 shareholder and controlling director of Musion 3D Limited (“M3D”), MIP’s designated licensee

2 successor to MSL and additionally controlling equity director of Holicom Film Limited, the 3 named proprietor of certain granted patents licensed to MEL. James Rock is a co-equity partner 4 in MEL, director and one third shareholder in MIP, director and-co equity partner in M3D, 5 minority shareholder and director of Holicom Film. Uwe Maass is co-equity partner in MIP, sole 6 director of MSL and joint owner of Eventworks, a private business partnership with his wife, 7 Dalia A Yacoubi. Collectively “The Eyeliner Parties”. 8 22. Uwe Maass, James Rock, Eventworks Dubai, Musion Global Limited (MGL),

9 Musion Das Hologram Limited (MDH) and Hologram USA have breached their fiduciary duties 10 owed to Plaintiffs and infringed Plaintiffs’ intellectual property as detailed herein. These breaches 11 have occurred within the MEL Territory (principally UK and Italy) and MSL/MIP territory 12 globally, including within Italy, UK, France, Australia, South Korea, China, Japan, Russia, 13 Middle East, India and Canada. 14 23. On October 12, 2015, the Joint Administrators acting for and on behalf Musion 15 Systems Limited assigned to Ian O’Connell all rights of action (whether already accrued or

16 arising in the future) which the Company may bring, including without limitation, the right to 17 bring, make, oppose, defend or appeal proceedings, claims or actions and obtain relief (and to 18 retain any damages recovered) in respect of any cause of action that the Company has the right to 19 bring in relation to any party connected to the Company within the meaning of sections 249 and

20 435 of the UK Insolvency Act 1986 (“Connected Claims”). 21 24. O’CONNELL is the sole beneficiary of the Connected Claims and has standing to 22 bring these claims. Connected Parties include but are not limited to Uwe Maass (“Maass” or

23 “UM”), Eventworks, owner of Eventworks and wife of Uwe Maass, Dalia Al Yacoubi, William 24 James Rock and his wife, Kate Rock, Kate Rock Limited (a business owned jointly by Mr Rock 25 and his wife), Giovanni Palma (“Palma” or “GP”), Musion das Hologram (“MDH”), Studio 26 Tangram, Frederica Palma (sister to Giovanni Palma) and Antonio Palma, father to Frederica and 27 Giovanni Palma (financier of MDH). Additional Connected Parties include senior employees of 28 MSL and MEL (listed separately); Consultants/professional advisors engaged by MSL either as -8- COMPLAINT

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1 legal counsel or senior operational officers, including Mark Deem of Cooley Edwards Wildman,

2 Neal Gossage and Timothy Waine of Secantor Limited 22 Regent Street, Nottingham NG1 5BQ, 3 Company Registration: 3916269, Alki David, owner of FilmOn TV Limited, a UK business based 4 at 11 Wardour St. W1F 0UH, Company Registration: 06047620; also main shareholder in 5 Hologram USA with Maass and Giovanni Palma, a business based in Delaware USA and William 6 Hassebrock of US Company Econos Consulting Group of 616 Carolina Street; San Francisco, CA 7 94107. 8 25. The LCIA Arbitration Award of September 2014 supported O’Connell’s claim

9 (including O’Connell’s derivative claim on behalf of MSL) that licenses in favor of MEL and 10 MSL survived termination of the Eyeliner Agreement for repudiatory breach against Maass. 11 MSL therefore has claims against Maass/Rock and their Connected Parties which Ian O’Connell 12 is entitled to pursue on behalf of MSL. 13 26. Additionally, pursuant to terms of the Debenture, O’Connell is entitled to take 14 whatever appropriate action is necessary to protect his security, be indemnified accordingly under 15 the Debenture and retain proceeds of any successful claim. This includes sums in excess of ($1.9

16 million) submitted under the Debenture during 2014. Those sums include costs of LCIA 17 derivative proceedings on behalf of MSL O’CONNELL against Maass at the LCIA June 2013, 18 arguing against termination of MSL Licenses. 19 27. Since March 2012 O’Connell has sought to advance the claims of the Company

20 (MSL) against Maass and Rock for breach of contract and breach of fiduciary duty, in the face of 21 persistent and extensive breaches of the Eyeliner Agreement by Maass and his trading company 22 Eventworks. Maass, with the silent and covert support of Rock precipitated the break-up of the

23 Musion business (and consequently initiated legal proceedings) by purporting to terminate “the 24 Eyeliner Agreement” which governed the commercial relationship between the individual and 25 corporate parties and in doing so, contended that the licenses of IPR granted by him to MEL and 26 MSL terminated too. 27 28. Maass’ wrongful termination of the patent Licenses granted to MSL and MEL 28 under the Eyeliner Agreement together with breaches of the Assignment and Licensing -9- COMPLAINT

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1 Agreement Deed dated July 14, 2009 (the “ALA 2009”) have caused significant financial loss to

2 Ian O’Connell, MSL, MIP and MEL. In the ensuing administration it is alleged that Maass, 3 Rock, Secantor and Mark Deem jointly engineered and controlled with compliant administrators 4 fraudulently appointed on July 23, 2013, has resulted in a wholesale depletion of value and 5 operations to three previously thriving and successful UK Limited Companies. As a result, IPR 6 belonging to MIP, MSL and MEL, including proprietary Foil, Foil machinery, video content, 7 trade secrets, the trademarks and website have all been transferred abroad by the administrators at 8 Maass’ behest to business entities and individuals to which Maass is connected.

9 29. As a result of these breaches and since June 11, 2013, MSL has also been 10 prevented from, or hampered in, granting licenses to other licensees in the Maass licensee 11 territories, carrying out installations in the Maass licensee territories, and making foil sales in the 12 Maass licensee territories, resulting in significant financial loss to MSL ultimately resulting in the 13 Company’s insolvency. 14 30. On September 25, 2014, the UK arbitration tribunal concluded that even if the 15 Eyeliner Agreement were validly terminated, the perpetual and irrevocable licenses granted to

16 MSL, O’Connell and Rock on behalf of MEL remained in force: 17 “In the event that the Eyeliner Agreement has been duly terminated for repudiatory breach 18 in relation to any of the breaches claimed by the First Respondent in paragraph 13 of the 19 ‘First Respondent’s Statement of Defence and Counterclaim’ dated 7 February 2014, the

20 perpetual, irrevocable licenses granted under clause 2.4(b)(ii), clause 2.4(d)(i), clause 21 2.4(d)(ii) and clause 2.4(f) of the Eyeliner Agreement continue in full force and effect 22 notwithstanding any such termination, provided in each case that there has been no breach

23 of the said license itself.” 24 See, 2:14-cv-772, Dkt. No. 124, Ex. A [LCIA Arbitration Award, at 63] (emphasis added). 25 31. Prior to and following. Maass’ purported termination of the Eyeliner Agreement 26 on April 19, 2013, Maass repeatedly interfered with MEL and MSL’s contracts and business 27 operations, including without limitation: 28 -10- COMPLAINT

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a) Interfering with or diverting contracts between MSL’s licensee Kasu Mani 1 Enterprises and the Bharatiya Janata Party in India worth over $10 million, a contract 2 with Big Machine Media in the UK, Interblock in Slovenia, and MEL’s opportunity to license to Michael Flatley (the famous Irish dancer) in another deal worth $10 3 million; 4 b) improperly diverting sales leads from the www.musion.co.uk website (at least 150 per month) to Maass’s company Eventworks Dubai, and induced and secretly paid MEL 5 employees Sharad Kumar and Daren Hicks to breach their employment contracts to 6 do so including inducing them to disclose confidential trade secret information concerning the business affairs of MSL and MEL, and to further divert business 7 opportunities away from MSL and MEL, causing significant financial loss; 8 c) in tandem with James Rock criminally breached UK and US Immigration Laws by retaining a U.S. citizen William Hassebrock in an executive role at MSL without 9 obtaining the necessary work permits and causing Mr. Hassebrock to exclude 10 O’Connell from the business affairs of MEL, MIP and MSL, specifically against O’Connell’s wishes and against the advice of legal Counsel, placing the company and 11 all executives at risk of punitive fines and imprisonment for up to 2 years; also failing 12 to act against Hassebrock when advised by O’CONNELL the web domain www.musion3d.com had been procured by Hassebrock, amounting to theft of 13 trademark goodwill and IPR belonging to MIP/MSL; The failure of ROCK and UM 14 to act on information provided by O’CONNELL relating to the immigration status of BH is likely to have placed ROCK and UM in breach of their duty, which is clearly 15 not in the best interests of MSL; 16 d) unilaterally and in collusion with Rock supplied foil to businesses other than Maass Licensees or in Territories belonging to MSL as defined and in breach of the Eyeliner 17 Agreement without O’Connell’s consent, including diverting income to Eventworks 18 for projects with existing MSL customers 3-Legged Dog, AV Concepts and Obscura Digital worth over $1 million; 19 e) instructed Barker Brettell (MSL’s counsel in the UK) not to prosecute certain 20 intellectual property rights owned by MIP/MSL, which led to the abandonment of numerous patent applications valuable to MSL and MIP; In breach of paragraph 2.6(f) 21 of the Eyeliner Agreement, Maass also failed to diligently prosecute all applications 22 with respect to Future IP and/or has failed to ensure that any patents granted with respect to Future IP be maintained for the maximum time permitted by law causing 23 loss of licensing income to MSL; f) continually refusing MSL requests to permit an accounting of his financials in order 24 that O’Connell could calculate MSL’s entitlement to Income pursuant to the Eyeliner 25 Agreement and Maass and O’CONNELL’s share of Net Income received from exploitation of the patents and Future IP; 26 g) falsely claiming to MSL administrators that management fees allegedly due to him 27 were not contested in order to procure the insolvency of MSL while knowing MSL 28 -11- COMPLAINT

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asserted that no management fees were payable until an audit of Maass activities and 1 Income had been completed to calculate the correct dues; 2 h) claiming MSL had no right to audit his business activities to calculate Income; i) usurping corporate opportunities rightly fully belonging to MSL, MIP, MEL and 3 O’CONNELL, including without limitation a Development and Supply Agreement 4 dated June 7, 2008 between MSL and Mitsubishi under which fireproof foil was to be delivered from Mitsubishi to MSL and of considerable value to MIP and 5 O’CONNELL; 6 j) refusing to register the exclusive licenses to O’Connell/MEL and MSL as requested and further in accordance with the Eyeliner Agreement; 7 k) breaching promises made during a very important April 16, 2013 shareholder meeting 8 during which Maass agreed (among other things) to transfer all patents and trademarks from MSL to MIP: as the meeting minutes reflect: 9 “All IP not currently held in MIP would be transferred to MIP immediately. This includes the ‘PG1’ patent [the ‘519 patent] (currently held by Maass) and the ‘PG2’ patent [the ‘212 patent] (currently 10 held by MSL). All Musion trademarks would be transferred to MIP”; l) secretly conspiring with James Rock and Secantor to conceal and further repudiate 11 board minutes and resolutions of October 31 and November 9, 2012, and April 20 and 12 May 17 2013 proposed by MSL, MIP and MEL to litigate Maass’ claims for management fees on account of Maass continued breaches of Eyeliner Agreement and 13 further instructing MSL’s lawyers not to re-commence arbitration unless instructed by 14 Maass, contrary to those resolutions; m) secretly conspiring to conceal and/or downgrade considerably the value of the 15 intellectual property rights owned by MSL before the administrators’ “pre-arranged” 16 sale of MSL’s intellectual property to MDH, which was valued at the ridiculously low sum of between 0 and 100,000 pounds Sterling. A highly-experienced UK attorney 17 (John Lawrence of Barker Brettell) criticized the valuation as sloppy, and a UK 18 Appeal Court characterized Maass’ termination of the licenses as “catastrophic” to the value of MSL in Judgment of May 21, 2014; 19 n) on September 6, 2012, Maass purported to authorize the MSL Appointee Kasu Mani 20 Enterprises, an Indian entity to create holographic projection events using MSL’s technology, then secretly visited India two days later to procure the projects for 21 himself and Eventworks—a deal initially worth $13 million, but subsequently 22 devalued following Maass’ interference; o) on September 8, 2012 Maass attempted to induce an ex-MSL employee Ainsley Henn 23 to breach his contract termination provisions by inviting Mr Henn to work for him 24 directly, stating he intended to revoke the licenses belonging to MSL and instead recruit his own licensees to “tackle America” to the exclusion of Musion and that he 25 had the cash and the impetus to invest in a US office; 26 p) On December 15, 2012, while subject personally to a legally binding undertaking dated November 30, 2012 not to cause further harm to MSL, Maass hosted a secret 27 meeting in Overath, Germany, among MSL licensees and employees of MEL and 28 MSL in which he stated his intentions to wrest control of MSL and MEL from -12- COMPLAINT

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O’Connell and Rock and further, if he needed to, “destroy” the portfolio of MSL 1 Patents known as Peppers Ghost 2 (AKA ‘212 Patents). By letter of November 14, 2 2012 Maass lawyers represented Maass was proposing the parties participate in “meaningful mediation to settle all disputes” as a means of staying the initial LCIA 3 arbitration proceedings commenced against him on October 26, 2012 and allow for 4 LCIA mediation to take place. Although O’Connell, Rock and MSL accepted this invitation to mediate in good faith Maass of course had other plans and was simply 5 buying time as he has since continued to do so throughout the LCIA process. The 6 fruitless LCIA mediation was held on December 17, 2012, two days after his secret meeting. Mr. Maass willfully deceived the LCIA, his fellow shareholders and MSL by 7 participating in a lengthy and costly LCIA mediation process in bad faith.

8 32. On information and belief, Plaintiffs allege Maass is a director, “shadow” director 9 or de facto director of one or more of the following businesses: Musion Global Limited (now 10 dissolved), MDH Hologram Limited, Eventworks Dubai, Hologram USA and FilmOn TV Inc. 11 Maass was a founding director of Musion Global with William James Rock (ROCK) and a joint 12 founding partner in the private trading business of Eventworks with his wife, Dalia Al Yacoubi. 13 These parties are collectively referred to either as Connected Parties. 14 33. In support of the allegation Maass is connected to Palma and MDH, O’CONNELL 15 has possession of recorded skype video telephone conversations between Maass and Giovanni

16 Palma dated September 23, 24 and 26, 2013 in which both Maass and Palma repeatedly refer to 17 each other as partners. Moreover the exchange between Maass and Palma demonstrate clearly 18 Maass directing Palma in conducting the business affairs of MDH as if Maass himself is the 19 Managing Director of MDH, not a consultant as stated by solicitors acting for Palma, MDH and 20 Maass. The recordings were made by Vladimir Andonovic while Maass was staying at the 21 residence of Mr Andonovic. Additional recordings of skype recordings conversations between 22 Andonovic and Palma dating back to December 22, 2011 and May 14, 2013 suggest the business

23 relationship between Maass and Palma was already well established and that Palma had advanced 24 knowledge of the plan for Maass to seize control of the Musion business by enforcing its 25 insolvency. Maass’ connection with Hologram USA is as a 25% shareholder, along with 26 Giovanni Palma (25%) and Alki David (50%). There exists a further audio recording of a public 27 marketing speech Alki David made in London on September 10, 2015 on behalf of Hologram 28 -13- COMPLAINT

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1 USA and “Film On” in which he states MDH is a joint venture between Uwe Maass and Giovanni

2 Palma and that both Maass and Palma are his partners in the United States. 3 34. On May 12, 2014 (6 days before the Michael Jackson BMA production in Las 4 Vegas, Nevada) Mr. Maass and Giovanni Palma of MDH Hologram improperly disclosed the 5 confidential terms of a draft Court of Appeal judgment reached in the United Kingdom to key 6 customers of MEL and M3D in violation of the draft judgment’s strict confidentiality obligations, 7 which has damaged MEL’s and M3D’s business. Likewise, Hologram USA’s executive Alki 8 David improperly used his advance knowledge of the draft Court of Appeal ruling to intimidate

9 John Textor into doing business solely with Hologram USA. On May 21, 2014, the UK High 10 Court “express[ed] [its] disapproval of these breaches in the strongest possible terms” and ordered

11 that “. . . we are satisfied that the appropriate course to take in respect of them is to ensure that Mr. O’Connell, the

12 appellant, should have his costs of the appearances before us today necessitated by these breaches, and also his costs

13 of and occasioned by the breaches in so far as he and those he has instructed have had to deal with them. He should

14 have those costs on an indemnity basis.” 15 35. Defendants have improperly permitted or caused unlicensed installations in

16 territories allocated to MSL, MEL and MIP under the Eyeliner Agreement, in breach of paragraph 17 2.4 of the Eyeliner Agreement. Defendants have further and repeatedly breached the Eyeliner 18 Agreement, engaged in unfair competition and interfered with MSL, MIP and MEL prospective 19 economic advantage; have misappropriated IPR Assets belonging to MSL, MEL and MIP, failing

20 to share net income from Foil installations with either of MSL, MEL, MIP and O’Connell as 21 required by the Eyeliner Agreement. The IPR in question currently belongs to MIP (although in 22 respect of the 212/361 Patents, AKA “Peppers Ghost 2” alternatively Maass, O’Connell and Rock

23 equally), MEL and Dormina/Holicom. The IPR comprises legal and/or beneficial title of certain 24 patents, trademarks, trade secrets, confidential know how and licenses for use of the same. 25 36. In other territories the efficacy of the registered IPR has been significantly 26 undermined or otherwise weakened (in particular Europe, Canada, Korea, China, South Africa, 27 Russia and Australia). Maass and his cohorts on the other hand continue to receive royalties or 28 monies from the sale of Foil arising from these licenses as well as the benefit of shareholdings in -14- COMPLAINT

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1 certain of these licensee entities.

2 37. IPR assets misappropriated by Maass and Connected Parties breaches 3 include: a) License/Exclusive License of the Uwe Maass Patents for MEL Territories; 4 b) License/Exclusive License of MIP Patents for MEL Territories; 5 c) License/Exclusive License of MIP Trademarks for MEL Territories; d) MIP Title & goodwill to the registered marks of “Musion” & “Eyeliner”; 6 e) The Musion 3D License to the United States registered marks for “Musion” & “Eyeliner”; 7 f) MEL/MIP Title to the Website www.musion.co.uk and content thereof; g) MIP Title to the Website www.musion.com and content thereof; 8 h) Transfer to Connected Parties by Maass of MEL proprietary confidential information & 9 trade secrets; i) Transfer to Connected Parties by Maass of MIP proprietary confidential information & 10 trade secrets; 11 j) Transfer to MDH by Maass of “Peppers Ghost 2” patents to a company not owned at least 33% by either of Rock or Ian O’Connell; 12 k) Transfer to MDH by Maass of MIP Patent Title to other Patents in the name of MSL listed th 13 in the Assignment of Goodwill and IPR dated 26 September 2013; l) Maass’ collusion with MDH and the MSL Administrators to deny James Rock/Ian 14 O’Connell their required Income Share & beneficial title & use of Appendix 4 PG1/PG 2 15 Patents required under the Eyeliner Agreement; and m) MIP License/Exclusive License of MIP Patents for MEL & MSL Territories; 16 UNLAWFUL TERMINATION OF THE EYELINER AGREEMENT 17 38. Maass purported to terminate the Eyeliner Agreement on the ground that monies 18 were due and owing to him from MSL under paragraph 2.4(e) of the Eyeliner Agreement. Such 19 purported termination, however, was invalid because as at April 19, 2013 any sums due to Maass 20 were far exceeded by the sums due to MSL from Maass as alleged herein. The Eyeliner 21 Agreement thus remains in full force and effect. Also, the claim of Maass for sums due to him 22 has since been satisfied in full following the sale on September 18, 2013 of certain business assets 23 belonging to MSL to Giovanni Palma. By email of September 4, 2013 Mr. Maass sent an email to 24 the Joint Administrators acting for MSL from eventworks.ae. 25 “Hi All 26 I hereby confirm that if Mr Giovanni Palma Italian Passport Y398697 wins the bid to purchase MSL I will drop all claims regarding the monies MSL owes me. Please let me know if you need a signed document what I could send by fax. 27 Regards Uwe Maass 28 Event works -15- COMPLAINT

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P.O. Box 58113 1 Dubai UAE…” 2 39. Maass purported to terminate the Eyeliner Agreement and with it, the exclusive, 3 perpetual and irrevocable licenses belonging to MSL, including licenses of the Eyeliner 4 Schedules of US and Japan patents which are now the subject of numerous patent infringement 5 law suits Maass has initiated against third parties, including Eyeliner parties. Mr. Rock supported 6 Mr. Maass by accepting MSL’s repudiation of the Eyeliner Agreement, in breach of earlier board 7 resolutions. 8 40. Plaintiffs allege that Hologram USA did not acquire exclusive rights to the

9 patented technology directly from MDH Hologram Limited, formerly known as Musion das 10 Hologram (“MDH”) and Uwe Maass, holders of the relevant patents. Instead, MSL’s intellectual 11 property rights had been assigned to MIP before MSL’s bankruptcy. Consequently, MSL had no 12 intellectual property rights that could have been acquired by MDH out of bankruptcy, and thus no 13 intellectual property rights that could have been acquired by Hologram USA, Inc. 14 41. By virtue of the July 14, 2009 Assignment, MIP acquired equitable title to MSL’s 15 intellectual property rights (including rights in the asserted patents), and while legal title to the

16 asserted patents may have passed to MDH in the bankruptcy proceedings, MDH would be bound 17 by the passing of equitable title in the asserted patents to MIP because MDH was certainly aware 18 of MIP’s claims to the asserted patents and would not be a bona fide purchaser for value without 19 notice.

20 DEFENDANTS ADMIT TO WEAKNESS OF THE ‘212 PATENT 21 42. Defendants have engaged in malicious prosecution and unfair competition by 22 (among other things) asserting at least the Eyeliner Appendix 4 Foreign Patent Rights ‘212 patent

23 against Plaintiffs knowing that the ‘212 is in fact a very weak patent. Maass himself testified in

24 the UK arbitration tribunal that at least the ‘212 patent “is a risky patent. It is a weak one because once

25 challenged from the right person it will die. That’s the biggest problem on weak patents and Pepper’s Ghost 2 [the

26 ‘212 patent] is one of those because many people can challenge that which worked with me since 1998 . . . It [the

27 ‘212 patent] is not very strong. It is good to have and when you have friends who don’t challenge it, it is all good.” 28 43. Recent evidence has come to light that Maass has personally known for some -16- COMPLAINT

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1 considerable time that PG2 (MSL Registrations as defined) was vulnerable to challenge for public

2 disclosure of prior art. In September 2011 UM provided Browne Jacobson with 3 Statements of 3 Truth as Patent Court witness evidence on behalf of MSL. He stated the PG2 patents had always 4 been practiced under conditions of confidentiality. O’CONNELL and ROCK relied upon those 5 statements to continue UK infringement proceedings in 2011/12 as well as incurring additional 6 prosecution costs of PG 2 patent applications pending. Mr. Maass made a similar statement 7 asserting PG 2 patent validity in evidence to the Federal IP Court in Nevada. On September 14, 8 2013 Maass sent the following SMS to John Textor, who at that time was negotiating with the

9 administrators to purchase business assets of MSL: UM: “If you don't pull out you will spend the next 10 years of your life in court chasing the rest of the 10 peppers ghost world. I promise you. I'm sure james [Rock] did not tell you that I had a licensee meeting with 15 countries [15th Dec 2012]. They all have a drawing and a statement from 1999 to kill PG 2 in their 11 country. I just have to pull the trigger. You don't know who I am but ask friends I always keep my promises. The only deal I can offer you. You pull out I will do my best you get MJ [Michael Jackson]. After 12 that we can have a look into the future. If you don't pull out I will offer JB [John Branca] a license for free if he gives me the job of the digital MG [Michael Jackson]. Your call”. 13 14 44. Third party witnesses who attended that “licensee meeting” of December 15, 2012 15 have since come forward to state that Maass disclosed a drawing to them during a secret meeting

16 held on December 15, 2012 in Overath Germany. Certain MSL and MEL Licensees hostile to the 17 management of Musion by ROCK/O’CONNELL attended, including Giovanni Palma and his 18 sister, Frederica Palma. O’Connell is informed the purpose of the meeting was for Maass to 19 share with those attendees his intent with their support to take over MSL “by any means”. Maass

20 allegedly provided proof that the PG2 patents could (in Maass’ words) “be invalidated and lost 21 forever” if the information he disclosed was made public. 22 45. Between 2004 and 2012 MSL spent over $ 2million prosecuting, registering and

23 defending infringement of PG 2 with Maass full knowledge and support. Maass was a director of 24 MSL between 2002 and July 2009. Maass was a director of MSL’s owner, MIP, from 25 incorporation in 2008 until his removal in January 2014. Maass had a fiduciary duty to MSL, 26 MIP and his fellow directors in respect of their IPR investments. 27 46. Maass is no stranger to contemplating perjury in a court of law. In the course of 28 earlier patent infringement proceedings O’Connell was managing for MSL against alleged -17- COMPLAINT

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1 infringers in Germany who were previous employees of Maass, Maass sent O’CONNELL emails

2 on November 27, 2010 seeking to induce MSL into paying one of the defendants 3 €20,000/US$25,000 to change his story in order to try and win the case. 4 CONSPIRACY TO INJURE M3D, MEL AND IAN O’CONNELL 5 47. As further described herein, since at least September 2011 Maass led a 6 “Conspiracy to Injure” against MEL, Ian O’Connell, MSL and ultimately MIP and James Rock. 7 William Hassebrock of Econos, Giovanni Palma, ex-MEL employees Sharad Kumar and Daren 8 Hicks were party to this plan from sometime around September 2012. Kumar has since provided

9 O’CONNELL with witness evidence, albeit on a piecemeal basis. James Rock and Secantor 10 (retained management Consultants hired by Rock) were aware of the plan but claim to have had 11 no prior knowledge of Maass’ true intentions. Tim Waine, a director of Secantor, destroyed 12 valuable evidence including a series of damning text messages in correspondence between Mr. 13 Hassebrock and Maass discovered by O’CONNELL in May 2012 and sent to Mr. Waine for 14 safekeeping on behalf of MSL; Neal Gossage of Secantor caused MSL to treat Maass’ 15 management fees as an incontestable debt when he knew MSL position to be in fact disputing the

16 debt and furthermore introduced Mark Deem of Edwards Wildman to act as solicitors for Rock 17 and MSL instead of existing counsel appointed by the MSL board, White and Black (WAB). It is 18 O’CONNELL’s view all of these parties were part of the conspiracy from about February 2013 19 but may not have realized the full extent of Maass’ plans, that is, to abandon all of them once he

20 had secured the IPR by proxy via the administrators’ Asset Sale of MSL Assets to MDH on 21 September 26th 2013. 22 48. Maass was motivated to cause harm and injure O’CONNELL because in his mind

23 it was O’CONNELL who was to blame for withholding payment of management fees due to him 24 while also arranging for MEL to be paid its management fees in full. From about mid-2009,. 25 Maass complained repeatedly about not receiving his fees, but MSL insisted prior to any payment 26 being made to Maass, he must first account for his breaches to the Eyeliner Agreement, including 27 the procurement of MSL Foil without payment to MSL and the sale of MSL Foil in MSL 28 Territories to customers of MSL, again without payment to MSL. O’CONNELL provided Maass -18- COMPLAINT

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1 with full accounts of MSL and MEL business activities to demonstrate how both of these

2 businesses were complying with their obligations to the Eyeliner Agreement. However, despite 3 repeated requests, Maass never consented to provide an account of his activities and so although 4 his management fees accrued, payment was never made. This issue was summarized in a letter 5 dated December 10, 2012 from MSL solicitors WAB sent to solicitors acting for Mr. Maass:

6 “Claim for Monies due to Mr Maass 7 Our client believes that Mr Maass has sought to justify the numerous breaches of the Eyeliner Agreement on 8 his part on the basis that MSL owes management fees to him under paragraph Clause 2.4 (e) of the Eyeliner Agreement. 9

10 Our client has never denied that management fees are owed to Mr Maass, but the impact of the breaches on the part of Mr Maass referred to above must be taken into account in this respect. 11 Our client has previously proposed a detailed mechanism whereby repayment of any monies which were 12 ultimately owing to Mr Maass would be guaranteed. In addition, various without prejudice discussions 13 have taken place between our client and Mr Maass with a view to resolving this issue.

14 However, as previously made plain to Mr Maass, our client requires Mr Maass to allow a full audit of his activities in order to identify the monies owing to MSL which Mr Mass has improperly received, in breach 15 of the Eyeliner Agreement, in order that a set off can be applied to any monies otherwise due to Mr Maass. 16 We are instructed that Mr Mass, unfortunately, has refused requests for such an audit on a number of occasions. 17 You will no doubt be aware that in accordance with Clause 5 of the Eyeliner Agreement and paragraph 9.6 18 of the Wonder Works Agreement the parties are entitled to audit the commercial activities of others and our 19 client fully intends to carry out such an audit of the commercial activities of Mr Maass and Eventworks, in the MSL Territories and in particular Germany, India, Saudi Arabia and USA. 20 Our client is satisfied that until an audit of the activities of Mr Maass, Eventworks and various Maass 21 Licensees has been carried out it will not be possible to resolve the issue of what management fees, if any, 22 are ultimately owing to Mr Maass”.

23 49. Maass was angry when continually “found out” by O’CONNELL discovering his 24 illicit activities. As a further example, Maass overcharged MSL for a large purchase of Foil made 25 in 2006, while Maass was a director of MSL. Subsequently, on or about August 9, 2007, Maass 26 also took quantities of 4m Foil belonging to MSL from a German Licensee Rent4Event and at 27 least 300 linear meters of 8m Foil from Mitsubishi without the knowledge or authority of 28 -19- COMPLAINT

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1 Plaintiffs, evidenced by email correspondence with both parties. This is how MSL Solicitors

2 WAB Legal described it to Maass:

3 “In July 2011, during a telephone discussion with Harold Hessberger (“Mr Hessberger”), the account 4 manager at MSL’s supplier Mitsubishi (“Mitsubishi”), and his assistant Stephanie Gerigk, Mr O’Connell discovered that Mr Maass misrepresented the price which he alleged Eventworks had paid to Mitsubishi for 5 the Eventworks Foil. Specifically, Mr Maass had told MSL that Eventworks had paid Mitsubishi the sum of 6 €250,000 for the Foil (resulting in an additional management fee of €50,000 payable to Eventworks). However, Mr Hessberger confirmed that, in 2006, Mitsubishi had sold 3,000 kilograms of non-flame 7 retardant Foil to Mr Maass at a price of €40 per kg, amounting in total to €120,000. By contrast, Mr Maass 8 had charged MSL the sum of €85 per kilogram, which price was significantly in excess of the standard 9 market price for non-flame retardant Foil of between €45 and €55 per kilogram. In addition, Mr Maass charged a management fee of €50,000, when he was only entitled to a fee of €24,000. Mr Maass’ 10 management fee should have been calculated by reference to the price of the Foil Eventworks actually paid 11 for.

12 In addition, MSL has discovered that Mr Maass has exploited his longstanding personal relationship with 13 personnel at Mitsubishi to acquire, without payment, Foil which rightfully belonged to MSL and for which Mr Maass should have paid MSL in accordance with the Eyeliner Agreement (Clause 2.5(c) of the Eyeliner 14 Agreement). This was contrary to the terms of an exclusive supply agreement between MSL and Mitsubishi 15 dated 23 May 2008. MSL have obtained written confirmation from Mitsubishi that they supplied Mr Maass 16 with at least 300 metres of 8m flame retardant Foil. Notwithstanding the fact that Mr Maass had acquired this Foil from Mitsubishi for nothing. Mr Maass subsequently sought payment from MSL in the sum of 17 €224,000 for 80 metres of this 8 metre Foil. 18 Mr Maass also represented to the board of MSL, and to Wonderworks Media Limited (“Wonderworks”), a 19 customer of MSL that the Foil he supplied in 2006 complied with certain EC Fire Regulations (B Class). In 20 fact, the Foil supplied carried no fire rating and was ultimately found to be flammable and unfit for purpose in certain venues or applications for which the License with Wonderworks contemplated. This important 21 omission of information on the part of Mr Maass subsequently led to the threat of legal proceedings with 22 Wonderworks at the time their license was terminated in February 2009. In particular, Musion was advised to withdraw a statutory demand for payment from Wonderworks for the sum of approximately £65,000 on 23 account of the high risk of being countersued by Wonderworks for misrepresentation of Foil specification.” 24

25 50. Initially James Rock was supportive of O’CONNELL. However, the relationship 26 between O’CONNELL and ROCK broke down over the course of 2011. At the instigation of 27 William Hassebrock, Rock and Maass insisted that O’CONNELL agree to put the Musion 28 business “all in one pot” which, based on advice later provided by Secantor, would entail -20- COMPLAINT

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1 liquidating the business of MEL as a separate entity to MSL or MIP and further bringing

2 Eventworks into the Musion business as well. O’CONNELL refused on the grounds that MEL 3 and Eventworks were historically distinct entities with defined roles and equity value to their 4 different owners, a sentiment which neither of Rock or Maass accepted. Sometime during 2012 5 ROCK colluded with Maass and together covertly engaged other employees and consultants to 6 join up against O’CONNELL, de-instruct MSL solicitors, and drop MSL claims against Maass.

7 INDUCEMENT OF MEL AND MSL EMPLOYEES TO DIVERT MSL INCOME TO DEFENDANTS: 8 51. During the period from on or about April 29 until July 4, 2013, Maass (then the 9 newly appointed director of MSL) (with the silent support of James Rock) began to openly solicit 10 and induce additional MEL employees to breach their employment contracts. Until this period, 11 Maass had secured the co-operation of MEL employees Messrs. Hicks and Kumar covertly. A 12 number of witness statements have been taken from MEL and MSL employees explaining how 13 the inducement of MEL employees by Maass was conducted. Some of the witness statements 14 have been taken by UK employment solicitors from Howard Kennedy. The final result was that 15 all but two MEL employees from 14 have resigned their position with MEL and took up 16 employment with MSL. These employees were highly specialized and include at least 3 business 17 development sales managers and MEL Company Secretary/financial controller Daren Hicks. 18 Daren Hicks remains Company Secretary of MSL to this day. 19 52. Once transferred to MSL, these employees subsequently worked for business 20 entities controlled personally by Uwe Maass and/or James Rock, rather than MSL. Some of these 21 employees, including MSL Company Secretary Daren Hicks, used the Musion trademarks and 22 business premises at Portland Place to facilitate the transfer of key business and significant 23 Income properly belonging to MSL (prior to and during administration) to other business entities 24 controlled by Maass and/or Rock. These businesses include Musion Global Limited (MGL), 25 Eventworks Dubai and Kate Rock Limited. The sums involved are believed to exceed 26 $3,000,000 for which evidence exists, disclosing invoices and transfers of over $600,000. Much 27 of this activity happened directly under the watch of the MSL administrators, but was not 28 -21- COMPLAINT

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1 detected because during the course of managing diverted business, MSL employees were largely

2 communicating with MSL clients using their personal email accounts rather than the 3 musion.co.uk Outlook accounts the administrators had control over and would have periodically 4 been monitoring. 5 53. A substantial amount of proprietary data belonging to MEL had earlier been taken 6 by each and every MEL employee leaving to join MSL, including sales leads for MEL sales 7 prospects, sales proposals, business cards and other contacts for MEL clients, the sales lead and 8 client database belonging to MEL resident on ACT software installed on MSL management and

9 employee computers, sales pipelines of anticipated orders from both MSL and MEL clients. 10 54. The value of sales orders anticipated for MEL alone in the period May – October 11 2013 exceeded $2 million and for MSL was over $10 million including Michael Flatley. 12 55. Mr Maass wrote an email to the Arbitrator Peter Thorpe on November 13, 2013 13 stating:

14 “…..If I where Musion das Hologram I would sue Mr. Tudway and If I where the Administrators of MSL I would also sue Mr. Tudway because he is as an ex MSL Employee under an NDA and not allowed to work 15 for MEL”.

16 Mr. Tudway was in fact originally an employee of MEL before his MSL employment.

17 TRANSFER OF MEL AND MIP SALES LEADS AND WEBSITE ASSETS TO MSL AND DEFENDANTS 18 56. Bearing in mind that the sales were generated through enquiries which came from 19 the website, it was extremely important to ensure that the website worked properly. The website 20 was shared between MEL and MSL although the enquiry emails referred to above, would 21 normally be sent to [email protected] which was administered by Kate Harris, James Rock’ 22 secretary. Harris would then divide their leads amongst employees on territorial/seniority basis 23 described above. However, very shortly after O’Connell was removed as director of MSL and 24 MIP in May 2013, all references to Musion Events Limited and O’Connell were deleted from the 25 website. 26 57. Soon after O’Connell’s removal as a director in May 2013, Maass with the silent 27 support of James Rock (who made no attempt to prevent the actions of Maass) procured control 28 -22- COMPLAINT

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1 of all MEL/MSL sales records, new incoming sales leads, contents published on the

2 www.musion.co.uk website and in consequence MEL immediately lost a substantial amount of 3 business. 4 58. The sales leads are and always have been an extremely important part of Musion’s 5 business. The source of the sales leads is the website and in general Musion receives around 150 6 incoming emails every month. These leads were divided territorially between both MEL/MSL 7 and income from sales for each of the two companies was allocated in accordance with the 8 Territory provisions of the Eyeliner 2007 Agreement at 2.2; “Income from Intellectual Property”

9 and provision 5.4 of the 2009 Assignment and License Agreement. 10 59. This happened around the same time when Uwe Maass repeated to a number of 11 employees that he intended to “bleed MEL out”. O’CONNELL takes Maass to have meant that 12 he would bleed MEL dry, and that his intention was to deprive it of funds due to it from the 13 Company, and/or take other steps to prevent it from trading, and/or to steal its business, and/or to 14 force it to incur substantial legal fees. 15 60. When Maass announced he was personally taking over the sales leads of MSL and

16 MEL, O’CONNELL solicitors challenged the conduct of Mr. Maass by letter of May 23, 2013. 17 In Mr Maass’ letter of response from his attorneys dated May 24, 2013, Mr. Maass denied any 18 wrong doing, stating:

19 “Mr. Maass has informed staff at MSL’s premises that he wishes to be informed of all potential MSL sales leads”. 20 21 61. The actions of Mr. Maass since O’Connell’s removal as a Director on May 30,, 22 2013 have resulted in the wholesale loss of leads to MEL since then. This was partly caused by

23 exodus of MEL employees to MSL but also by the actions of Maass and Rock in starving MEL of 24 all these sales pipeline elements. As a result of MEL being unable to access its sales leads or 25 legacy marketing data. MEL revenues have dropped from an average of £180,000 per month to 26 less than £8,000 per month. When MEL customers contact the (now) MDH UK offices they are 27 told we [the MEL employees] no longer work there and that MDH are now the Musion Company 28 to deal with for Musion services in the UK and other MEL Territories. Maass and Rock -23- COMPLAINT

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1 facilitated this catastrophe upon MEL’s business. Further, important customers belonging to

2 MEL such as Saatchi and Saatchi, UK Trade and Industry, Glasgow University, the BBC and ITV 3 have during the course of MSL in administration attended demos of the patented Eyeliner and 4 filming apparatus in the Portland Place studio, been presented with videos belonging to MEL (and 5 their clients) or MEL copyright (whether registered or unregistered) being passed off as the work 6 of MSL/MDH. This misconduct by MSL under supervision of and at the behest of Maass and 7 Rock breaches the Eyeliner Agreement at clause 2.4(d) in which the Territory of the UK licensed 8 to MEL was at that time commandeered by MSL and ultimately, by Maass’ proxy business,

9 MDH. 10 62. Subsequently, the MSL administrators have by their Asset Sale of September 26, 11 2013 purported to have transferred to MDH/Maass the website assets of MIP and MEL which 12 includes financially valuable sales lead data belonging to and absolutely critical to MEL. As at 13 May 2013 MEL had a forward sales pipeline of about £2 million over the six month period up to 14 November 2013, including business with companies such as Wordsearch and Wingspan, entities 15 which on the instructions of Mr. Maass and Mr. Rock, the administrators caused Connected

16 parties to trade with these MEL customers personally. 17 EVENTS LEADING UP TO MSL ADMINISTRATION 18 63. In addition to the events described above, Rock and Maass had at this time also 19 trespassed and taken much of MEL’s equipment, including the stock of proprietary projection

20 Foil with a retail worth in excess of £8m. MEL’s clearly asserted claim to title to the stock of foil 21 was disputed by MSL, under the direction of Maass and Rock, but on spurious and indeed 22 fraudulent grounds. These involve false claims that O’Connell authorized the transfer of this

23 stock of foil by MEL to MSL (which has never paid for) at a particular meeting in February 2013, 24 at which O’Connell was not in fact present. This is detailed in a separate witness statement 25 addressing the issues of foil and equipment. High Court Proceedings to establish title to the foil 26 were prepared on behalf of MEL during July 2013 prior to the MSL administrators’ appointment, 27 and were served in draft on MSL. 28 64. On July 23, 2013, O’CONNELL’s solicitors wrote to the Company and to Rock -24- COMPLAINT

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1 and Maass threatening applications for injunctions to preserve the foil and equipment pending

2 determination of the dispute if no adequate undertakings were given. However, the 3 administrators’ appointment was made almost immediately thereafter. Although Maass’ 4 solicitors must have known that the purported appointment was then either in place or imminent, 5 they emailed O’Connell on the afternoon of July 23 at 3:40 pm to insist that any application for 6 the preservation of the foil and equipment should be made on notice. There was no reference to 7 the administration, so the email seems to have been calculated for maximum obstructiveness. 8 The administrators were in fact appointed at 3:36 pm that day.

9 WINDING-UP PETITION 10 65. Additionally, Messrs. Maass and Rock ensured that the Company did not pay sums 11 (approximately £61,000) which it indisputably owed to MEL prior to the date of the purported 12 termination of the Eyeliner Agreement. This was with respect to a defined (18%) share of income 13 payable under the Eyeliner Agreement. O’CONNELL strongly suspected at the time that 14 business belonging to MSL was in fact being diverted elsewhere. This suspicion turned out to be 15 correct. Following a Forensic Accounting audit of intercompany trading activities between MSL

16 and MEL, conducted by Begbies Traynor and Musion Accountants Sturgess Hutchinson, it was 17 discovered there were further sums due from MSL to MEL, in the region of £600,000. 18 66. In order to recover what was an undisputed debt, and one which Mr Rock had at 19 one point positively agreed would be paid, and wary of the possible steps which Messrs. Maass

20 and Rock might try to take in respect of MSL or its business (and deprived of internal information 21 since the removal of O’CONNELL as a director), MEL concluded it had no option but to present 22 a winding up petition against MSL. This was presented on July 3, 2013 for the sum of

23 £61,222.39, and served on July 3, 2013. MSL did nothing to contest it, and it was advertised on 24 July 19, 2013. 25 67. Maass and Rock responded to the winding-up petition not by procuring payment 26 of this undisputed debt by the Company which Mr Rock had previously agreed would be paid, but 27 by seeking to take steps to put the Company into an out of court administration, and attempting to 28 purchase its business from the administrators. On July 23rd they set up a new company for the -25- COMPLAINT

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1 purpose – Musion Global Limited. They made appropriate arrangements with the staff (most of

2 whom they poached from MEL over the previous month or two). These arrangements were 3 doubtless intended to have the practical consequence of removing O’Connell entirely from the 4 business, and of preventing any of the claims by either of MSL or MEL against Maass and Rock 5 for breach of contract and breach of fiduciary duty being pursued. O’Connell was contemplating 6 being left with a possibly worthless one third shareholding in MIP, and deprived of information 7 about its affairs because he was not a director. Maass and Rock destroyed the Musion group and 8 were about to appropriate the business for themselves.

9 MSL ADMINISTRATION 10 68. The administrators were appointed to the Company on July 23, 2013 pursuant to 11 the Debenture held jointly between Rock and O’Connell. Although O’Connell was the joint 12 debenture holder he was not notified of the appointment. O’Connell was surprised, because the 13 Debenture in question had been entered in 2009, with Rock and O’CONNELL as joint debenture- 14 holders, primarily to secure money which O’Connell alone had raised to assist the Company and 15 O’Connell did not think that the Company owed any money to Rock.

16 69. It was evident from the Form 2.2B statement of the proposed administrators, 17 which O’Connell received on or about July 30, 2013, that the MSL administrators were 18 approached by Edwards Wildman, MSL’s solicitors - said to have been “acting on behalf of the 19 directors of the Company” (.e. Mr Maass and Mr Rock), on July 11, 2013. The statement

20 continues, “since that date we have met with directors and their representatives and advised them 21 on their responsibilities as directors if a company became insolvent and on the process of 22 administration generally”. It is thus apparent that since at least July 11, 2013, i.e. two weeks

23 before the appointment, Maass and Rock had been actively preparing for the administration, and 24 no doubt actively preparing to make an offer to purchase the business of the Company. 25 O’Connell was of course in the dark about all of this, not least because he had been wrongly 26 removed as a director of MSL. It is also evident that Mark Deem of Edwards Wildman along with 27 Secantor Consultants Neal Gossage and Tim Waine were advising Mr. Rock and Mr. Maass to 28 procure a pre-pack administration to the detriment of MSL. -26- COMPLAINT

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1 70. O’Connell had no doubt that this course had been deliberately calculated by Maass

2 and Rock to make it as difficult as possible for him to deal with the consequences of the 3 appointment, and in particular to minimize the prospects of O’CONNELL being able to mount a 4 viable bid for the business of Company in competition with them while they were maximizing the 5 problems for MEL in respect of its property in MSL’s possession and for its ability to continue to 6 trading. The administrators originally stated they intended to complete a sale of the business by 7 July 31 – clearly intending to sell it to Maass and Rock via the corporate vehicle Musion Global 8 they had incorporated for that very purpose.

9 71. During late July 2013 O’CONNELL solicitors challenged the appointment as 10 invalid and a nullity under the terms of the debenture which contains the power of appointment. 11 Under clause 13.1.5 MSL and Debenture Holders agreed as follows: “any rights of the Debenture Holders under this deed will be exercised only with the prior written consent 12 of the other, acting at all times reasonably and in good faith”. 13 72. O’Connell was not informed in advance of any intention to appoint administrators. 14 O’Connell was not invited to consent. O’Connell did not consent, in writing or otherwise. 15 73. Due to the uncertainty of their appointment and the potential ramifications of an

16 invalid appointment the Joint administrators applied to the Court for directions as to the validity 17 of their appointment as administrators of the Company. 18 74. On August 8, 2013, Justice Mann commented that it appeared what had been 19 intended was a sort of pre-pack administration without consulting Ian O’Connell.

20 75. A short time into the hearing Counsel for the MSL Directors suddenly informed 21 the court they would agree to earlier compromise demands that additional administrators of 22 O’CONNELL choosing be appointed. The Directors and the joint administrators would not

23 accept O’CONNELL’s preferred choice to appoint Begbies Traynor on the grounds they had 24 previously worked with MEL. Forensic accountants at Begbies had identified significant sums of 25 money belonging to the Company that had been misappropriated in favor of Musion Systems 26 under the direct control of Daren Hicks. These sums of monies debt amounting to over $600 000 27 owed to MEL. Eventually, the parties appointed Mercer Hole. 28 76. It was also agreed that the original joint administrators be appointed joint -27- COMPLAINT

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1 administrators of The Company by way of an Administration Order backdated to the date and

2 time of their original appointment and that additional administrators also be appointed on the date 3 and time of the order. The court needing to be convinced that the objective/s of administration 4 would likely be achieved and so he asked for further information from the joint administrators. 5 This was provided orally by their counsel. 6 77. The orders were sealed on August 9, 2013. 7 78. The Hearing required a great deal of urgent legal preparation and costs. Costs in 8 respect of the application for court directions were reserved pending a separate hearing and

9 remain outstanding to O’CONNELL as part of this case. Costs in respect of the directors’ court 10 appointment of Joint Administrators were ordered to be paid out of the costs of administration. 11 These costs have recently completed assessment and are in the region of £45,000. 12 79. The new joint administrators appointed under the order of August 9 comprised 13 Michael Rollings and Vivienne Oliver on behalf of Rollings Oliver together with Christopher 14 Laughton and Peter Godfrey Evans acting for Mercer and Hole. During correspondence 15 exchanged on August 9 O’Connell was advised by the administrators Rollings Oliver would

16 retain particular responsibility for the day to day activities of MSL including collection of monies 17 from debtors, assimilation of MSL assets and the sale of the business assets. The role of Mercer 18 and Hole was primarily investigation into the conduct of the MSL directors prior and during 19 administration. Additionally, Christopher Laughton assumed responsibility to explore a means of

20 rescuing MSL by way of a restructuring plan enabling MSL to trade out of administration. 21 80. During the week commencing August 12, 2013 the parties instigated a number of 22 different initiatives in parallel aimed broadly at satisfying the purposes of administration. This

23 included the sale of MSL business assets, the attempts to agree a restructuring plan, an 24 investigation into the conduct of Messrs.’ Maass and Rock concerning the diversion of business 25 opportunities belonging to MSL, the collection of monies due to MSL from its Debtors and the 26 assimilation of assets belonging to MSL as distinct from MEL and MIP. In hindsight, this 27 activity was all a sham. 28 81. The restructuring plan was not agreed upon by Uwe Maass. After a few days of -28- COMPLAINT

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1 intense negotiations Chris Laughton explained to O’Connell the importance of securing the

2 agreement of all MIP shareholders. Without agreement from Maass, Laughton stated it was not 3 possible to rescue the Company and so the focus turned to the sale of its assets. 4 82. Sometime around September 3, 2013 Rock and Maass fell out following the 5 collapse of their purchase of MSL using Musion Global. On September 6 Rock was suddenly 6 dismissed from his post of MSL director by the administrators, removed from the office premises 7 at 35 Portland Place, never to return. Maass remained the sole director and it became evident was 8 being courted by the administrators for reasons to this day unexplained.

9 83. The administrators went ahead with the “fire” sale of MSL Assets and in doing so, 10 appeared to collude with Maass to ensure Giovanni Palma won the bid over John Textor from 11 PULSE USA. O’Connell vehemently opposed the sale to MDH, believing it to be a grave 12 injustice that the spoils of over 10 years he spent building a business should end up in the hands 13 of the wrongdoer who had engineered the destruction of Musion and caused its administration. 14 O’Connell refused to release the fixed assets of the Company (MSL) secured by the Debenture 15 when requested to by the administrators, as he was entitled to do so with reason.

16 THE CONSPIRACY TO DIVERT MSL INCOME AND PROCURE MSL INSOLVENCY 17 84. From about the end of 2012, Maass in tandem with Rock and Palma pursued a 18 parallel course of conduct to divert business rightfully belonging to MSL over to businesses they 19 controlled personally. An early example includes a single transaction with Obscura of San

20 Francisco worth $500,000 which was diverted by James Rock at MSL to Maass at Eventworks 21 some-time in late 2012. The installation for the Abu Dhabi Royal Family wedding comprised 22 two giant Foils each of 47m x 8m. Obscura is domiciled in the MSL Territory and the Income

23 was earned by Eventworks when the Income belonged to MSL, in accordance with and prior to 24 any purported termination of MSL Licenses. Giovanni Palma witnessed the installation. 25 85. From about mid-2012 Maass also began trading openly with AV Concepts, an 26 MSL licensee based in San Diego who rose to prominence for their technical expertise in 27 producing the Foil projection for the Tupac concert at Coachella in April 2012. 28 86. During the course of March and April 2014, soon after Maass and MDH purported -29- COMPLAINT

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1 to grant Hologram USA an exclusive license of MIP patents and trademarks for the United States,

2 Maass procured United States lawyers instructed by him and Hologram USA to send Obscura and 3 AV Concepts letters threatening intended proceedings for patent infringement unless they both 4 withdrew from the “Hologram market”. Maass and Hologram USA knocked out the pinnacle 5 clients of MSL in the United States, and responsible at that time for the world’s largest 6 Foil (Obscura) and Tupac (AV Concepts), along with other prized MSL clients such as Walt 7 Disney who in May 2014 were also sent a similarly threatening letter and with whom MSL and 8 MIP have the rights to Income from the licensing and sale of Foil on an exclusive basis. These

9 clients were known to Hologram USA only because of Maass prior dealings with them in breach 10 of MSL Income Share rights. 11 87. Employee Sharad Kumar sales for Musion in one year had fallen from over £1.2m 12 to April 2012 to less than £70,000 in April 2013. During the period from September 2012 13 extending into administration, Maass acting alone and in tandem with Sharad Kumar diverted 14 significant business income belonging to MSL. Sharad Kumar was employed as a Senior 15 Account Manager for MEL from until his resignation June 2013, induced wholly by Maass.

16 88. Maass and his wife Dalia Al Yacoubi procured the falsifying of Eventworks Trade 17 License in September 2012 in the name of Musion Dubai. Maass, together with Kumar and Alf 18 De Waal procured significant income belonging to MSL from about September 2012 at least until 19 Completion of Asset Sale to Musion das Hologram on September 26, 2013. MSL has a Claim

20 against Maass as a director since April 29, 2013 for breaches to the MSL License at least until the 21 first date of administration July 23, 2013. Thereafter until the Asset Sale Completion on 22 September 26, 2013 Maass continued to License Connected Parties the Patents and Trademarks

23 belonging to either of MSL or MIP or himself personally. Certain IPR licenses require 24 determination as to which party is entitled to Income wrongfully invoiced by and accruing to 25 Defendants in or from the exclusive MEL, MSL or MIP Territories. 26 89. The plan of Rock and Maass was for a period frustrated by the business 27 O’CONNELL had procured for MSL with India in May – September 2012. This would explain in 28 part why Maass attempted to take the Indian business for himself in September 2012. The -30- COMPLAINT

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1 ensuing legal proceedings between October and December 2012 further delayed matters, although

2 Maass was covertly continuing with his plans to “destroy” the Musion business by attempting to 3 recruit MEL and MSL employees (including Ainsley Henn, who refused, and Sharad Kumar, who 4 accepted), trading with leading MSL customers (including Obscura Digital and AV Concepts) 5 and hosting a gathering of disgruntled MSL licensees in Overath on December 15, 2012. 6 90. The new Indian contract MSL executed in December 2012 contemplated 7 significant additional income was due to MSL from the summer of 2013. The covert activities of 8 all involved in the “Conspiracy” intensified during the so called “mediation” period of January

9 and February 2013. On the instructions of either or both of Maass and Rock, on or about 10 February 12, 2013 Neal Gossage and Daren Hicks covertly arranged to transfer the entire stock of 11 Flame Retardant Foil belonging to MEL to MSL without the knowledge or authority of 12 O’CONNELL, while O’CONNELL was on holiday in Italy. The Foil transferred was worth over 13 £2m at intercompany transfer rates, worth £4m at trade rates and £8m at retail rates. However Mr 14 Hicks and Gossage procured the Foil on behalf of MSL at £217,616 + VAT for which no 15 payment was made to MEL nor indeed was payment ever intended to be made. The practical

16 consequence of this transfer was that MEL was left with no Foil stock upon which its entire trade 17 depended and MSL was encumbered with a purchase liability approaching £260,000 including 18 VAT, thus accelerating further a financial position towards the insolvency of MSL which Maass 19 and Rock sought.

20 91. MSL also has a claim against the directors of MIP from April 30, 2013 for willful 21 conversion of MSL Assets in favor of Defendants, including procuring the wrongful 22 administration of MSL first hinted at in James Rock WP Letter of February 25, 2013:

23 “If you do not agree to the above, I fear that the company would be unable to meet its liabilities and that the Board may have to appoint an administrator. If that were to happen, I fear that MEL may have to deal with 24 the same situation. In effect it will mean that both companies will fail and all that we’ve worked for over the last decade will be lost. I am fully aware of the implications, but am prepared to take the consequences 25 of starting a new business without you”.

26 92. This statement from Rock was a clue to the mechanism conspired to seize the 27 assets; cause the Musion Companies to fail by diverting business away, falsely claim Maass fees 28 -31- COMPLAINT

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1 were due to create an insolvency and then arrange a pre-pack administration with a benign

2 administrator in order to take O’CONNELL out of the picture. There is evidence to suggest the 3 insolvency route was the original plan of Neal Gossage, a Consultant to MSL provided by 4 Secantor as a Finance Director. Secantor was originally appointed sometime in May 2013 at the 5 recommendation of James Rock. The Managing Director of Secantor is Timothy Waine, an old 6 school friend of Mr. Rock. Secantor expressed an interest in acquiring equity in the Musion 7 business as partial consideration for their fees. O’CONNELL initially expressed reservation at the 8 prospect of appointing Consultants who may be conflicted. O’CONNELL sent a letter to Tim

9 Waine dated May 24, 2012 expressing those concerns. In the Secantor Letter of Engagement 10 dated June 2, 2012 addressed to MSL and MIP, Mr Waine acknowledged the brief overall:

11 “You are concerned that this tension and lack of agreement is holding back the development of the business overall. You have therefore asked Secantor to provide support to the shareholder and management teams within the Group and 12 help you bring all key shareholders/stakeholders together so that you can develop a strategy that all the shareholders support and that will help enable Musion it to fulfil its considerable potential. 13 Mr Waine detailed the contribution Secantor would make and were capable of: 14 As we have discussed, Neal will work with you in a role that otherwise might be provided by a full time Director and with support from myself, will help you address and resolve your internal issues..….. 15 ……In addition, I will carry on working closely with Neal to try and help resolve your internal difficulties. Thereafter, I would continue to provide support to you and Neal to ensure the Secantor service and support is maintained at the 16 highest level and also provide an independent point of reference if, at any time, you would like to discuss anything…… ……In addition to providing general commercial and business support to the Directors and management of the 17 business, Neal will also be able to provide specific support to Daren Hicks, as you look to develop the financial management within the business…… 18 ……Between time at your offices, Neal (and other members of Secantor) will be available to you via telephone and email at all reasonable times to assist you as you would expect from someone in our role, to act as a “sounding board” 19 for you in your management decision-making……. …….We had originally discussed a combination of day rate and equity participation for our work going forward. 20 However, we agree that it is early to consider equity participation and those we should work for an initial period before looking at this further…… 21 ……During this assignment, Neal will have the full support of myself and the Secantor group, with access to additional resources and a wide network of business and professional contacts. We also have Associates in other disciplines 22 including Marketing, HR, IT, Intellectual Property and Health and Safety…… 23 93. Secantor was duly retained and remained so up until James Rock was removed 24 from the Musion offices by the administrators on September 6, 2013. O’CONNELL was 25 informed by Rock that it was Mr Gossage who referred James Rock to Mark Deem and Mr 26 Gossage may also have been the catalyst for introducing Rollings Oliver to Messrs. Maass and 27 Rock. Mr Deem initially represented Rock in person March 2013 before taking instructions from 28 MSL and then becoming the legal representative for Musion Global. Mr Deem continues to -32- COMPLAINT

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1 represent Mr Rock.

2 94. The Financial Controller of MSL and MEL, Daren Hicks, was aware of business 3 being diverted to Maass via Shard Kumar during the six month period prior to administration 4 (January–June 2013). Indeed, Mr Hicks contributed to the plan by covertly manipulating 5 company supplier contracts and the intercompany accounts between MSL and MEL during the 6 course of 2012 in order to encumber MEL with over £600,000 of financial liabilities rightfully the 7 responsibility of MSL. Mr. Gossage was at that time wholly responsible with Mr Hicks for the 8 financial management of Musion.

9 95. O’CONNELL and Mr Hicks held a meeting on June 13, 2013 at which 10 O’CONNELL’s PA Aminha Kweku observed and took notes. Mr. Hicks stated Mr. Gossage had 11 instructed him to transfer the Foil stock belonging to MEL over to MSL. Mr Hicks also stated he 12 had raised the matter with Mr. Gossage of concerning a number MEL employees incorrectly 13 working under MSL employment contracts. O’CONNELL had earlier instructed Mr Gossage to 14 correct these anomalies abut Mr. Gossage failed to do so. 15 96. Mr. Gossage attended the meetings between MIP shareholders, in most instances

16 taking notes and producing the meeting minutes. Mr. Gossage was fully aware of the detailed 17 draft injunction claims on behalf of MSL against Maass arising out of breaches to the Eyeliner 18 Agreement. He knew MSL had notified Maass’ solicitors by letter on December 10, 2012 in 19 which MSL made clear that any payment to Maass was contingent on Maass consenting to an

20 audit. Mr. Gossage was cognizant of the board meetings and resolutions of October 31 and 21 November 9, 2012 in which it was agreed MSL would contest the management fees due until 22 audit and should take all necessary action to prevent further breaches of the Eyeliner Agreement.

23 97. It is no coincidence that immediately following the completion of the Foil transfer 24 on February 20, 2013, MSL and the other Eyeliner Parties were served with Maass’ letter of 25 Termination of the Eyeliner Agreement. Mr Gossage was quick to respond that same morning, 26 sending an email to O’CONNELL, copied to James Rock and Tim Waine in which he stated: “Ian, 27 I guess this is not surprising. 28 -33- COMPLAINT

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I suggest that you call an MSL board meeting to consider how the company should respond. If the 1 management charges due to Uwe have now effectively crystalised, the directors should also consider whether MSL is solvent and able to meet its liabilities in the normal course of business. The current balance 2 sheet does show MSL in an insolvent position.

3 Please call me if you would like to discuss this.

4 Kind regards, Neal”. 5 98. Mr. Gossage and Mr. Waine knew very well the management fees had in no way 6 “crystallised”. MSL was on record that no fees were payable to Maass until he had provided an 7 account of his activities in breach of the Eyeliner Agreement. Mr Gossage wrote the notes of an 8 MSL board meeting October 31, 2015 (with Mr Waine in attendance) in which it was stated 9 (emphasis added): 10 “Mr Uwe Maass

11 The directors entered into an agreement with UM and others in 2007 (“The Eyeliner Agreement”) which set out details as to how the Musion IP and brand would be exploited across the world and how the parties to the agreement were to 12 be rewarded. Part of the agreement dealt with management fees which were to be paid to UM in return for certain rights granted to the company. 13 Since the agreement was signed, no management fees have been paid to UM although full provision has been made in 14 the accounts of the company for the fees due to him.

15 It was noted that the directors believe that UM has breached a number of clauses in The Eyeliner Agreement and that as a consequence, the management fees payable have not been paid. The directors consider that financial impact on the 16 company of UM’s breaches of the agreement is far greater than the management fees due to UM.

17 The company is seeking various remedies in relation to the breaches by UM and O’CONNELL updated the board on the current position as follows: 18 - The agreement provides for any disputes in connection with the agreement to be resolved through arbitration under 19 the auspices of the LCIA. The company has prepared a request for arbitration setting out details of the case and the request has been served on UM and Eventworks – a company based in Dubai in which UM has an interest. It is 20 anticipated that an arbitrator will be appointed during November 2012 and that the arbitration will happen later in 2012 or early in 2013. 21 - As a result of the seriousness of the breaches by UM and his perceived objective of seriously damaging the 22 company, the directors may decide to seek an injunction from the High Court in London if the LCIA cannot deal with the matter in the very near future. If necessary, it is anticipated that an injunction can be sought early in 23 November 2012.

24 The directors confirmed their understanding of the position in connection with UM and the actions being taken to secure the position of the company………” 25 99. Secantor knew there was an arbitration pending against Maass. However it suited 26 the purposes of the plan to suggest MSL was now balance sheet insolvent on account of Maass 27 suddenly demanding his management fees. When O’CONNELL challenged Mr Gossage to act, 28 -34- COMPLAINT

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1 he responded by stating he was instructed by the board of MIP and therefore had to follow the

2 will of those instructing him. 3 100. When O’CONNELL attempted to instruct WAB Legal to deal with the 4 Termination Letter Mr. Rock prevented him, falsely claiming he had only instructed WAB for the 5 LCIA mediation, even though he had agreed in both board resolutions of October and November 6 2012 to take appropriate action to deal with the losses Maass had caused and was continuing to 7 cause MSL to suffer. Secantor did nothing to assist the Company it had been retained to serve. 8 101. Daren Hicks also chipped in with his contribution to the melee. On April 20, 2013

9 he sent an email addressed to O’CONNELL:

10 “Further to recent actions and discussions with Neal I feel I should bring something to your attention. I understand that the Eyeliner Agreement has been repudiated by Uwe and that from a legal perspective, the 11 agreement no longer exists. It therefore seems to be logical to suggest that the management fees accrued in the MSL accounts in favor of MEL (18% of revenue) and Uwe (9% of revenue) should no longer be 12 accrued. If this is the case it will have a significant effect on the profitability of MEL and I suggest that consideration is given to disclosing this to the bank in accordance with section 13 (subsections (k) and (l)) 13 of the Agreement with NatWest Bank. I attach a scan of the relevant item of the bank loan agreement. I have the full document for your review. 14 Yours Daren Hicks 15 102. Shortly thereafter, Hicks communicated the dispute to MEL’s bankers, Nat West, 16 with the practical consequence that Nat West immediately rescinded the £50,000 overdraft 17 facility which MEL had in place for some years previous. MEL’s financial predicament was 18 further compounded when on May 15, 2013 Maass refused to pay the management fees due to 19 MEL or indeed authorize any transfer of funds to MEL from MSL at all. Mr Hicks’ conduct was 20 motivated by his claim for shares in MEL which Mr Rock had unilaterally agreed to in respect of 21 which O’CONNELL refused to accept. 22 103. While Mr. Hicks and Mr. Gossage were busy making arrangements to put MEL 23 out of business and create extraneous financial liabilities for MSL (e.g. the transfer of MEL Foil 24 in Feb 2013 for £217,000 + VAT) Maass and Rock continued to further asset strip MEL and the 25 Company to the point of procuring MSL’s purported insolvency on July 23, 2013, initially 26 pursuant to and in breach of the terms of a Debenture held jointly by Rock and O’Connell, despite 27 the Company being balance sheet solvent. 28 -35- COMPLAINT

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1 104. Cash in the bank as at the date of July 24, 2013 was stated as just over £158 000.

2 105. The aged debtors list dated July 26, 2013 submitted by the administrators in court 3 evidence showed MSL was owed £898,839.34 by twelve different debtors. Included in the list of 4 debtors were “Foundation for Effective Leadership Change” (an Indian client BJP Political party 5 represented by Mr Prashant Krishor), Unicorn Entertainment (Michael Flatley Tour), Musion 6 Africa, Sun International, GM International (Ghosts and Monsters) and a number of other 7 debtors. A number of these debtors and new business from legacy MSL clients were “switched” 8 to place their business and/or pay their invoices to alternative businesses owned or controlled by

9 James Rock and Uwe Mass - either jointly (Musion Global) or individually (Eventworks and Kate 10 Rock Limited). 11 106. Once Maass had procured Rock’s support to place MSL into administration, 12 Maass then set about intensifying the diversion of business income belonging to MSL over to 13 bank accounts controlled by him until the sale of MSL assets was completed on September 26, 14 2013. This was achieved primarily through two business entities – Eventworks and Musion 15 Global Limited. Daren Hicks, who at that time was the Financial Controller, full time employee

16 and Company Secretary of MSL was stated in various correspondence as being the General 17 Manager of Musion Global Limited. Additional correspondence exists between MSL sales 18 prospects and Sharad Kumar, another MSL employee, which demonstrates clearly the 19 involvement in diverting MSL business to Musion Global of at least these two individuals.

20 Sharad Kumar and Daren Hicks were previously long term senior employees of MEL until 21 sometime in May 2013, when Mr. Maass induced them to resign their posts from MEL to work 22 for him via a new employment arrangement with MSL.

23 107. Prior to the Court appointment of Joint administrators on August 9, 2013, the 24 administrators Rollings Oliver agreed to Maass and Rock forming a new equal equity business 25 entity Musion Global Limited on July 23, 2013 the same date of Rollings Oliver’s purported 26 appointment as administrators pursuant to the Debenture. Musion Global (MGL) retained its 27 registered and trading offices at 35 Portland Place in parallel with Musion systems Limited (in 28 administration) as well as the musion.co.uk email domains for its staff (all purportedly employees -36- COMPLAINT

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1 of MSL). In doing so, it leveraged the goodwill and reputation of the Musion trademark together

2 with the business assets of MSL and IPR assets of MIP, MEL and/or MSL to cull business 3 belonging to MSL and MIP under the noses of the administrators. 4 108. Early on in the administration, it became evident the administrators were 5 attempting a preordained arrangement with Musion Global (and incidentally noticed and 6 commented upon as a pre-pack by Justice Mann during the hearing of August 8, 2013) a 7 suspicion later admitted by James Rock in open conversation with Ian O’Connell in November 8 2013. This intention by Rollings Oliver to complete a pre pack may be the reason why the

9 administrators chose to ignore the diversion of significant business belonging to MSL over to 10 Musion Global and other business entities controlled either by Maass (Eventworks) and Rock 11 (Kate Rock Limited). The administrators were provided written notice and compelling evidence 12 of this conduct in written correspondence between July 25th and August 25th 2013. 13 109. Sometime in 2012 Eventworks Dubai purported to incorporate a business entity by 14 the name of Musion Dubai. In June 2015, O’CONNELL was provided by SM Entertainment of 15 South Korea, a copy of a UAE Government trade license bearing the name Musion Dubai. When

16 compared with the genuine Eventworks Trade License issued by the UAE Government the 17 documents are identical (including the Arabic) save for the name “Eventworks” being replaced by 18 Musion Dubai and the print date at the very bottom stating an earlier print date (compared to the 19 copy of the Eventworks Trade License O’CONNELL’s Dubai solicitors obtained) of September

20 13, 2012. This suggests Maass has previously used the false trade license on earlier occasions. 21 The Musion Dubai document would appear on its face to be a criminal forgery used by 22 Eventworks to obtain monies by deception. At the very least the use of the Musion name

23 constitutes an infringement of its trademark owned by MIP and licensed to MSL until the date of 24 administration in July 2013. 25 110. By way of a Letter of Intent dated September 6, 2013 (“LOI”) while acting as sole 26 director of Musion systems in administration, Maass represented himself as an executive officer 27 of Musion Dubai solicited from an MSL customer SM Entertainment of South Korea the sum of 28 US$1m in return for the transfer of certain IPRs beneficially owned by Ian O’Connell and/or -37- COMPLAINT

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1 Musion Systems Limited and/or Musion IP Limited. These rights included the following Patents: Country Patent Number Status 2 South Korea 10-2011-7004903 Granted 3 South Korea 10-2006-7022787 Granted

4 South Korea 0258028 Granted 5 South Korea 10-2008-7017500 Pending

6 111. The transfer of IPR as set out in the LOI was subject to payment of an initial 7 Execution Fee of US$50,000. A Musion Dubai invoice number 2502 dated September 10, 2013 8 addressed to SM for the sum of US$50,000 stated the nominated bank account for payment of the 9 Execution Fee as HSBC Bank BIC Code: BBMEAEAD IBAN: AEXXXXXXXXXXXXXX 10 [redacted] - the same bank account as one of two bank accounts of Musion Global Limited 11 represented subsequently in the business transaction with Draft FCB described in paragraph 105 12 below. 13 112. The original deal with SM was set up early in 2013 by MEL employees at that 14 time, Sharad Kumar and Daren Hicks (Company Secretary). Pursuant to clause 2.4 (e) of the 15 Eyeliner Agreement, MEL was then legitimately conducting its business as the exclusive 16 marketing agent for MSL. MEL was entitled to 18% of the Gross value of the income realized for 17 MSL. The deal was for $1m, $50,000 payable in advance. O’CONNELL was not informed of 18 this deal when it first came even though he was a director of MSL at the time as well as MIP and 19 MEL. Mr. Maass, on the other hand was, by his own admission, “being informed of all potential 20 MSL sales leads.” 21 113. MSL was placed into administration July 23, 2013, by which time the deal with 22 SM had already been “switched” sometime during June/early July 2013 to the fictitious business 23 entity in Dubai masquerading by the name of Musion Dubai. The SM and Musion Letter of 24 Intent (LOI) is dated September 6, 2013. MSL was at that time in administration and had yet to 25 be sold so it was properly entitled to this money but instead Mr. Maass signed the letter as 26 Musion Dubai expecting to benefit personally from a windfall of US$1 million, at the expense of 27 MSL. 28 -38- COMPLAINT

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1 114. One of the letters in correspondence entitled RE: Executed LOI is an email from

2 Daren Hicks to SM Korea dated September 10, 2013 attaching a “Musion Dubai” invoice of the 3 same date. In correspondence Mr. Hicks used the MSL email address [email protected] and 4 the invoice bears the Musion logo but carries the address of EventWorks in Dubai (the same PO 5 Box as on both the genuine and false Trade Licenses referred to above). Hicks email further 6 instructs SM Entertainment in Korea:

7 “Perhaps you can send the documentation to Uwe Maas at the Westcott House address marked private and confidential and I will ensure that it gets to him”. 8 9 115. Mr Hicks also requests SM send a bank confirmation of transfer. Westcott House 10 was at that time MSL’s office address but also the address and registered office nominated by Mr. 11 Maass and Mr. Rock for their newly incorporated business, Musion Global Limited. SM sent 12 $50,000 on September 17, 2013 to the bank account detailed above. On the bank confirmation 13 sent to Mr. Hicks from SM, the bank beneficiary is described as “Musion Dubai” although the 14 address on the transfer form is that of Eventworks Dubai. The bank account is not an Eventworks 15 bank account but Maass’ own private account.

16 116. Mr. Maass has committed a very serious fraud and conspired with others, 17 including Mr. Hicks and Mr. Kumar, to try and obtain $1 million by deception using a falsified 18 UAE Government document and other falsified information on formal documents, including 19 invoices soliciting payment of significant sums.

20 117. By letter of January 28, 2016, counsel for O’Connell in Dubai wrote to HSBC 21 Bank in Dubai to inform them of the fraud, inviting them to investigate the matter. To date, the 22 Bank has not responded.

23 118. The same forged trade license was subsequently used to satisfy DRAFT FCB of 24 New York that Musion Dubai was a genuine Dubai branch office of UK Company Musion Global 25 (rather than here as being the branch office of MSL) in order to avoid IRS withholding tax. This 26 project was concluded in partnership with Connected Parties MDH and Studio Tangram with the 27 full support of Giovanni Palma. 28 119. In the list of diverted business below Draft FCB refers to a project for which the -39- COMPLAINT

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1 US based client sales prospect initially belonged to MSL and in respect of which during the

2 course of July and August 2013 the proposal was diverted by Maass and certain MSL staff to a 3 business under his personal control. 4 120. The Draft FCB project was undertaken during and immediately after the period of 5 MSL administration by Mr. Maass, Eventworks, Musion Global and Giovanni Palma/MDH 6 pursuant to a Production Contract dated September 10, 2013 between Musion Global Limited of 7 35 Portland Place London W1B 1QF and Draft FCB Healthcare of 100 West 33rd Street New 8 York 10001. The Production Contract was executed on behalf of Musion Global Limited by

9 Daren Hicks on September 11, 013. The Production Contract stated the project value was to be 10 US$324,350. A Musion Global invoice numbered 2500 dated September 11, 2013 addressed to 11 Draft FCB of 100 west 33rd street New York 1001 stated the project to comprise:

12 “License to use know how for the test event, film shoot and main event in Dallas to include equipment, labour, staging and filming;” further quoting Draft FCB PO No 14535 Job No 2DSI-EDXO-S1651 Client Daiichi Sankyo” 13 The invoice value was stated as $194,610 and the payment instructions were stated as 14 being HSBC Bank BIC Code: BBMEAEAD IBAN: AEXXXXXXXXXXXXXXXXXXXXX [redacted] 15 This bank account is identical as the account cited by UK counsel acting for Maass as that belonging to Eventworks in Dubai. 16 121. Defendants conducted a holographic film shoot in New York sometime in 17 September 2013 to which an invoice from Media Mix Inc. of Allendale New Jersey, numbered 18 130854 and dated September 25, 2013 was rendered to Eventworks of PO Box 58113 Dubai – the 19 private business partnership controlled by Mr Maass and his wife, Dalia Al Yacoubi. 20 122. Subsequently Maass arranged to install two 3D moving image holographic foil 21 display apparatus in the United States on behalf of Draft FCB New York at the Dallas Convention 22 Centre on or about November 19, 2013 in respect of which Mr. Maass in his personal capacity 23 derived financial benefit from by way of a bank transfer to account HSBC Bank BIC Code: 24 BBMEAEAD IBAN: AEXXXXXXXXXXXXXXXXXXXXX [redacted] for the sum of 25 $194,610 pursuant to Invoice Number 2500 issued on September 11, 2013 in the name of Musion 26 Global Limited of Westcott House, 35 Portland Place, London W1 and to which Eventworks and 27 furthermore Giovanni Palma personally were parties to the installation. 28 -40- COMPLAINT

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1 123. Payment of at least one further Musion Global Limited invoice numbered 2530

2 was made by wire transfer on October 29, 2013 by Interpublic Group 13801 FNB Pkwy, 3 Omaha, NE 68154 (“IPG”). The final bank account is at present unknown but a clue as to which 4 bank account the funds were likely to have been paid into is provided by a series of documents 5 signed by Mr. Maass on August 13, 2013. The documents comprised a USA IRS W-8 BEN 6 Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding. The 7 Beneficial Owner is identified in Point 1 of Part 1 of the W-8 Form as Musion Dubai, and on Part 8 1, Point 2 as being a business incorporated in the UAE and at Part 1 Point 3 as having its

9 Permanent Residence Address as PO Box 58113, Dubai, being the same details and address as 10 that stated on the Eventworks Trade License issued by the UAE Government to Eventworks of 11 PO Box 58113, Dubai. The Beneficial Owner is stated at Point 9 (a) at Part 2 of the W-8 Form as 12 being a resident of the UAE, but at 9 (c) NOT an individual. The Form is signed at Part IV 13 Certification Section by Uwe Maass under penalties of Perjury. Page 2 of the document is a 14 Vendor Payment Form issued by Interpublic Group 13801 FNB Pkwy, Omaha, NE 68154 15 (“IPG”). The Vendor is stated as being Musion Dubai of PO Box 58113, Dubai, UAE. The bank

16 account details for Vendor to receive payment from IPG are stated as being Lloyds TSB; 17 Account XXXXXXXXXXXXXX [redacted]; IBAN AE610320060601268222201 Swift Code 18 LOY EAD. The Vendor Payment Form also dated August 13, 2013 is signed by Uwe Maass, 19 stated as being the Director of Musion Dubai. Page 3 of the document carries as its heading

20 “Sourcing Statement”. Plaintiffs allege the Sourcing Statement is a form issued by IPG as part of 21 its Vendor record documentation. The Vendor named on the Sourcing Statement is Musion 22 Dubai of the same address stated on pages one and two of the document. The Sourcing Statement

23 describes the services being offered as “Event Production” and performed between the dates of 24 September and November 2013 at a Location stated as being “Entirely inside the USA”. The 25 Sourcing Statement is dated August 13, 2013 and at its footer carries further contact information, 26 including the landline telephone number of +9714 3333170, which on Plaintiff’s information and 27 belief is the business telephone number of Eventworks. The email address is stated as being 28 [email protected] which at that date in August 2013 was the email domain registered in the -41- COMPLAINT

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1 name of Plaintiff Musion Systems Limited, beneficially owned by Musion IP and licensed in the

2 UK to MEL. 3 124. Maass was at that time a director of Musion Systems and who just three working 4 days earlier, on August 8, 2013, had supported an application in the UK High Court on behalf of 5 the MSL Directors Maass and Rock for the Company to be declared insolvent and further subject 6 to a Court Appointed Administration. 7 125. On December 20, 2013, some three months after MDH purchased the assets of 8 MSL, Giovanni Palma sent an email to Daren Hicks, Uwe Maass and Sharad Kumar in respect of

9 the Draft FCB project in response to the email Daren Hicks sent to Uwe Maass earlier on that 10 same day, displayed below: From: Giovanni Palma [mailto:[email protected]] 11 Sent: 20 December 2013 17:58 To: Daren Hicks 12 Cc: uwe maass; Multi Media Sense; Sharad Kumar; Giovanni Palma Subject: Re: healthcare job [Draft FCB] 13 “I payed [SIC] from musion das hologram 81000 dollars something wrong in the expensive specially flights and accommodation I might be wrong but don't think to be wrong by much. Not sure what Uwe paid but for sure he did pay 14 something”. Inviato da iPhone 15 Il giorno 20 Dec 2013, alle ore 08:47, "Daren Hicks" ha scritto:

16 “Uwe Sat down with Vlad to go over the costs of the above. They come out at. 17 Income $325,000

Costs 18 Filming $47,935 Flights and accom $4000 19 Equip and crew $78,000 Multimedia sense $21,000 20 Total cost $154,935

Gross profit $170,065 21 It would be good if you can review this and check payments out from your side and any costs incurred. I can then 22 compare that with the other payments made and reconcile the number. It does look like a good profit was made on this one. 23 Merry Christmas and happy 50th”

24 Daren Hicks MUSION® 25 T: +44 (0) 207 636 9200

26 e-mail: [email protected] website: www.musion.co.uk 27 blog: www.musioneyeliner.blogspot.com 28 126. In summary, during the administration period from September 6-13, 2013 (during -42- COMPLAINT

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1 which time Maass was the sole director of MSL) Maass diverted MSL owned business while in

2 sole control of another UK Musion entity, Musion Global Limited. Maass arranged to receive 3 $324,800 from DRAFT FCB INC. New York, of which $194,610 was invoiced by Musion 4 Global on September 11, 2013, but fraudulently represented it had a Dubai office (i.e., the 5 statement was false and fraudulently used Maass’ wife business Eventworks Dubai details) to 6 secure payment to UM personal bank account in Dubai. No such company as Musion Dubai 7 exists and there has been no formal registration of such a company at the Dubai address quoted or 8 indeed anywhere. On information and belief, Maass made this false and fraudulent statement to

9 the IRS in a W-8 BEN form to avoid paying US taxes. 10 127. Daren Hicks and Sharad Kumar assisted in facilitating these deals while Hicks was 11 an employee and Company Secretary of MSL. The Musion Employee contracts Hicks and 12 Kumar were subject to included punitive confidentiality provisions and specific Wastage and loss 13 provisions: “any loss to us that is the result of your failure to observe rules, procedures or instruction, or is as a result 14 of your negligent behavior or your unsatisfactory standards of work will render you liable to reimburse to us the full or part of the cost of the loss…”; 15 16 128. Further undisclosed amounts of income belonging to MSL pursuant to a contract 17 entered into between the Indian Bharatiya Janata Party (“BJP”), MSL and MIP dated November 18 16, 2012 were also diverted to either of Musion Global, Eventworks or Maass during the course 19 of August and September 2013. The precise amounts are unknown but the sums collected by Mr.

20 Maass are believed to be in excess of $4 million. This contract was diverted away from MSL by 21 Mr. Maass, Eventworks, James Rock and Musion Global prior to and during the administration. 22 Putting this allegation into context, it is worthwhile noting the original Request for Arbitration

23 submitted to the LCIA in October 2012 arose directly from attempts by Maass to procure for 24 himself the first BJP contract MSL won during the summer of 2012 in partnership with MSL’s 25 sole Licensee for India, Kasu Mani Enterprises (“KME”). That particular contract was worth 26 approximately $11 million in gross income for KME, of which MSL received around $2 million. 27 The BJP contract executed on November 16 with MSL and MIP stated the sum of 60 Crores 28 (approximately $10 million) was payable for the first round of Foil installations. From this sum, -43- COMPLAINT

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1 MSL working in partnership with KME expected to realize between $2-3 million.

2 129. As events subsequently turned out, it would appear that Mr. Maass and Mr. Rock 3 had no intention of allowing KME to derive any benefit from the BJP contract, or indeed, MSL. 4 The MSL accounts on July 26, 2013 as submitted by the administrators in Court evidence for 5 Case 5169 disclosed a debtor amount of EUROS €660,000 (approximately £562,000/$800,000) in 6 respect of an invoice rendered to “The Foundation for Effective Leadership” also known as “The 7 BJP Trust”. 8 130. The invoice was rendered directly to the BJP for the supply of 2,200 M2 of Foil

9 which was held in stock by MSL, although title to the Foil stock at that time was disputed 10 between MEL and MSL. During the early part of August 2013, while Messrs. Maass and Rock 11 were instructing Mark Deem of Edwards Wildman to prepare an application on behalf of MSL in 12 support of seeking the High Court Appointment of administrators, Mr. Maass once again was 13 directing employees to ensure the spoils of MSL’s business were diverted to him rather than 14 MSL. On August 2, 2013, Alf De Waal, the Technical Manager of Eventworks in Dubai sent an 15 email to Raj Kasu Reddy, CEO of KME. The email stated: Hi Raj, 16 I was asked by Uwe to remind you, that the foil for the containers is ordered by Prashant directly. Best Regards 17 Alf de Waal event works 18 P.O.Box 58113 Dubai 19 United Arab Emirates 20 131. In Mr. Reddy’s response of the same day, copied to Mr. Maass, the email stated: “Hi Alf, 21 Any foil that comes to India should be ordered only through us and Prashant is aware of it. Prashant is coming in the next couple of days and I shall discuss with him and revert back to you. 22 Regards, 23 Raj”

24 132. In response, Mr. De Waal sent Mr. Kasu Reddy an email dated August 4, 2013, 25 copied to [email protected] as well as Prashant Kishor, the representative officer of the BJP 26 Foundation Trust: 27 “Hi Gentlemen, 28 -44- COMPLAINT

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Uwe asked me to remind you that the foil order and payment is urgent as the foil needs 4 weeks shipment 1 and cannot leave before the payment is received.

2 Time is sipping (SIC) away and we should hurry as time is limited.

3 Best Regards

4 Alf de Waal”

5 133. On August 28, 2013, O’CONNELL received a telephone call from Mr. Kasu in 6 response to which O’CONNELL immediately prepared an Attendance Note which was 7 subsequently sent as an attachment by email to O’CONNELL solicitor Sharokh Koussari on 8 September 2, and copied to Chris Laughton, one of the Joint Administrators. 9 “ATTENDANCE NOTE: PHONE CALL WITH MR RAJ KASU REDDY OF NCHANT 3D (Indian licensee). DATE: 28TH AUGUST 2013 10 TIME: 13.35 LOCATION: MEETING ROOM, MEL OFFICES AT GREAT PORTLAND STREET 11 I was conducting a meeting with Mick Worwood when a member of MEL staff interrupted to inform me that Raj Reddy was on the line wanting to talk to me. 12 I took the call in the presence of Mick Worwood. Raj Reddy called me to discuss the BJP Indian project. He relayed to me concerns he had about Musion 13 directly dealing with his client “The Foundation for More Effective Leadership” [The BJP Trust]. He wanted to understand matters arising to Musion raising an invoice to the BJP Trust approximating to £562 14 000. To that end he had called Uwe Maass and James Rock several times the day before [27th August] and left a 15 message on their answer phones for either of them to revert. During our conversation together he told me that Mark Deem had called him just 30 minutes earlier. Mr 16 Deem had informed Mr Reddy that the BJP project was no longer proceeding via MSL [in administration or otherwise] but would now be conducted through Musion Global instead. 17 Raj responded to Mr Deem by telling him he as the Indian Licensee had received no instructions concerning these new arrangements from the administrators acting for MSL. He therefore did not feel inclined to 18 continue the deal as suggested by Mark deem until advised otherwise by the administrators.” 19 134. Independently of O’CONNELL’s correspondence with Raj Reddy, Maass and

20 Rock were continuing with their plan to seize the remaining assets of MSL by way of a pre pack 21 administration being arranged with Rollings Oliver. Recent evidence has come to light 22 demonstrating that administrator Michael Rollings was aware immediately prior to his

23 appointment that Musion Systems was solvent on a balance sheet basis. As of July 16, 2013 24 MSL had sufficient assets to satisfy the Winding-Up Petition served by MEL and moreover, was 25 expecting payment of €660,000 from BJP Trust Foundation in respect of Foil MSL held in stock 26 and IPR Licenses in respect of which MSL was the legal beneficiary for. In his letter of 27 Engagement to MSL dated July 16, 2013 (attached in an email sent to O’Connell by James Rock 28 on August 6, 2015) Rollings contends this payment from BJP to be “a deposit for future work and -45- COMPLAINT

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1 should be used for that purpose”. It would appear the directors mislead Mr. Rollings as to the

2 true position because Mr Rolling’s conclusions are incorrect. in an email dated August 14, 2013 3 Rollings Oliver administrator Luke Mann describes the very same invoice for payment as:

4 “The invoice for Foundation for Effective which is €660,000 for 2,200m of 4m foil…...I appreciate that the purely foil sales, like the one to Foundation for Effective are relatively easy to complete”. 5 6 135. According to the terms of the applicable contract between MSL, Enchant BJP and 7 MIP in December 2012, the €660,000 payment was specifically to purchase Foil which the 8 company at that time held in stock and which the administrators informed O’CONNELL they

9 were seeking to realize together with co-operation from O’CONNELL for the benefit of MSL and 10 its creditors. O’CONNELL agreement with the administrators to releasing from MEL the 11 disputed Foil stock was predicated on the information provided to O’CONNELL by Luke Mann 12 on August 14, 2013, suggesting that MSL could quickly realize cash assets if O’CONNELL were 13 to agree to the release of the Foil on profitable terms for MSL. 14 136. Paragraph 4 on page 2 of Rollings Letter of Engagement states the administrators 15 believed the Company (MSL) to be balance sheet solvent. The Letter goes on to suggest MSL

16 “could be” cash flow insolvent were all its debts to be called in at once. These were fictitious 17 debts MSL had foisted upon it comprising of Maass’ “uncontested” Management Fees of 18 £749,000 (which MSL had provided notice to Maass were formally contested pending an audit) 19 together with an invoice from MEL for a total of £260,000 including tax, for its entire stock of

20 Foil which Maass and Rock conspired to procure without payment; the assistance provided to 21 MSL Directors (aiding and abetting) by advisors from Edwards Wildman and Secantor. 22 137. Plaintiffs allege Rollings was provided information by Maass and Rock as the

23 MSL Directors for his Letter of Engagement of July 16, 2013 in order to engineer a pre-packaged 24 administration of MSL assets for the benefit of its directors with knowledge that the Company 25 was actually balance sheet solvent and cash flow solvent. Only after the administrators had been 26 underway for a number of weeks were they able to form a more accurate view of MSL’s true 27 position, by which time the administration in tandem with the parallel conduct of Maass and Rock 28 to divert MSL income to bank accounts in Dubai. -46- COMPLAINT

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1 138. Maass defeated attempts by MSL to further realize its rightful income from BJP by

2 engaging directly and via Eventworks employee Al De Waal to persuade BJP purchase the Foil 3 directly from Eventworks. The administrators were informed of this conduct by O’CONNELL 4 and then sent the administrators copies of the emails from Eventworks to Foundation BJP, but 5 they appeared not to have acted to stop this conduct. Not only were the administrators avoiding 6 any investigation into the true solvency position of MSL, but following the Court Appointment of 7 August 9, 2013 quickly advanced the previous pre pack by arranging to sell as part of the MSL 8 Assets all proceeds of the BJP Foil Invoice to Musion Global.

9 139. In further support of this allegation we refer to correspondence dating back to 10 August 2013 between the administrators and MSL solicitor Mark Deem of Edwards Wildman. It 11 would appear from the correspondence Mr Deem had at some point in time subsequently 12 switched his allegiance from MSL to Musion Global. The following illustrates what happened 13 (emphasis added):

14 From: Deem, Mark [mailto:[email protected]] Sent: 30 August 2013 20:56 15 To: 'Vivienne Oliver'; James Rock; [email protected] Cc: Laughton, Chris; [email protected]; Godfrey-Evans, Peter; Guthrie, Tom; 16 [email protected] Subject: RE: Musion Systems Ltd (in administration) [ED-02.FID875206] 17 Importance: High Viv 18 Thank you for your earlier email and, as you know, we have since spoken about my clients’ position earlier this evening. This email seeks to confirm the matters we 19 discussed. The Joint Administrators are aware from our discussions of the circumstances which have 20 taken place since 4pm last Wednesday and the detrimental impact that this has had on the business of MSL. It is against this background that my clients have been forced to 21 reconsider the terms of the offer placed before and ultimately accepted by you. The foil deal which you have confirmed will be honoured by MSL acting through the Joint 22 Administrators was one which we believe – although we have not seen the signed terms – was predicated on the basis that the Indian contract would be for MGL [Musion Global 23 Limited] to progress (together with foil hypothecated to that transaction). The fact that Mr O’Connell and MEL have sought to use its allocation to deal with the Indian resellers 24 impacts materially on the dynamic of the offer which we tabled and have been seeking to complete with you in good faith. 25 In light of your email below, I can therefore confirm that the offer made by MGL on 21 August 2013 has been withdrawn. 26 I have, however, been asked by James and Uwe to make the following offer: 1. MGL's offer is to purchase such title and interest that MSL has in all of its Intellectual 27 Property (including but not limited to the Musion trademarks, domain names and any interest MSL may have in Peppers Ghost 2) and the remaining foil. 28 -47- COMPLAINT

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2. This offer is accordingly not made on the basis of the purchase of the business as a 1 going concern and there would be no transfer of staff under TU(PE) Regs 2006. 2 3. The consideration for the sale would be £50,000 and Uwe would waive his right to receive a dividend in respect of the sums owed to him MSL. This far exceeds the debts 3 which MEL asserts are owed to it under certain invoices (which James and Uwe have previously indicated were not properly rendered) and which we now understand have 4 been waived by virtue of the foil deal. 5 4. Finally, should this new offer not be the highest bid as at the deadline for any future bids, MGL agrees to match the terms of the highest bid you receive from any other party 6 and will pay an additional premium of 10% of the purchase price of that highest bid to secure the purchase of the above assets. 7 As noted, the purchaser will be Musion Global Limited (Company No. 08621506). Proof of funding has been provided – although, as you will appreciate the £50,000 is covered by 8 the sums owing to James and secured by his debenture (specifically the sums paid by James to cover the July payroll, the Coller IP valuation and his directors loan). 9 Given that the terms of every offer made by James and Uwe have become known to other potential bidders in this administration sale process, we would request that you treat this 10 email and its contents with the utmost confidence, including the fact that a further offer has been made. I have taken similar precautions with my clients and can confirm that no 11 employee of MSL is aware of this email or its contents. I understand that MEL may now be given until noon on Tuesday to make a further offer, 12 supported by proof of funds. James and Uwe accept that this is the case, although remain troubled that their withdrawal of the offer has been forced on them by the actions of the 13 management of MEL and cannot rule out whether this was part of Mr O’Connell’s intention in interfering with the Indian clients of MSL. I therefore reserve my clients right 14 to take any further steps (including further revision of the terms of this offer or indeed revoking it) should further information come to light. 15 140. Soon after this email from Mark Deem to the administrators, Musion Global 16 withdrew their offers to purchase MSL. The email from Mr. Maass to the Joint administrators of 17 September 4, 2013 appears to indicate by that date Mr. Maass had in mind to acquire the assets of 18 MSL in partnership with Giovanni Palma. The administrators took steps to sell the MSL assets 19 once again. 20 141. At the same time during the MSL Asset re-Sale process of September 2013, while 21 Maass was attempting to persuade Palma to bid for MSL Assets, he concurrently and vehemently 22 set about dissuading other potential purchasers of the MSL business (John Textor of Pulse and 23 European entity Interblock) by stating he owned all the patents [PG 1 and PG2] and that there 24 were no assets for them to buy. Maass sent Textor an SMS message on Friday September 13, 25 2013 in which he states: 26 “Be aware that whoever buys Musion buys a box with nothing than disputed things in it. You will waste your Money. I promise you”. 27 Maass engaged in this conduct while being the sole director of MSL (Rock having been removed on 6th September 2013). 28 -48- COMPLAINT

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1 142. In the light of the earlier offer on the table from the administrators to allow the

2 benefit of future income from Foundation/BJP previously offered to Musion Global, it is 3 reasonable to assume this benefit was subsequently acquired by Uwe Maass via his partnership in 4 and shadow directorship control of MDH – the ultimate purchasers of MSL’s business assets. 5 Maass was allowed to complete his coup of the Company’s most valuable assets and cause loss to 6 O’CONNELL, MIP, MEL and the creditors of MSL. Mr. Maass stole the BJP business of MSL 7 prior to April 19, 2013. 8 143. In witness statements submitted by O’CONNELL as Respondent during the 5169

9 case before Justice Mann in the UK in early August 2013 were two statements made by MSL 10 employees Andrew Brooks and Christopher Tudway. Their statements disclosed activity pre 11 administration (but post the Winding Up petition) and during administration, the diversion of 12 valuable business opportunities belonging to MSL over to personal businesses belonging to 13 Maass and Rock or their partners. 14 144. In Andrew Brooks’s witness statement he disclosed instructions from the MSL 15 directors to divert MSL business for projects in South Africa and Ireland previously contracted

16 with MSL to instead be invoiced and paid to the entities of Kate Rock Limited (a business 17 belonging solely to the wife of James Rock). He was also instructed to route further MSL 18 business from USA worth approximately £250,000 to Musion Global which Mr Brooks refused to 19 do.

20 145. Christopher Tudway disclosed details of how he was instructed by James Rock 21 and Secantor Consultant Neal Gossage to re invoice an MSL project planned for Antwerp to be 22 invoiced by Musion Global. These were the incidents documented in witness statements though

23 many other projects being managed by other salesmen (Sharad Kumar) were being routed through 24 Eventworks – the business in Dubai owned by Uwe Maass. Below are listed the known projects 25 and their approximate worth, which are being asserted by O’CONNELL on behalf of MSL under 26 the Connected Claims assignment and/or MIP. 27 146. Significant additional business was diverted during the administration, including 28 the following to name some but not all known cases but for which written evidence exists: -49- COMPLAINT

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1 a) $45,000 invoiced by Musion Global to AV Concepts for FR Foil taken from MSL 2 stock (O’CONNELL supplemental witness statement Case 5598 August 7, 2013) 3 b) $60,000 invoiced by Uwe Maass to G&M International during administration for license agreed with customer pre administration in respect of “Ghost and Monsters” 4 (Chris Tudway witness statement Case 5598 August 8, 2013). 5 c) £10,800 invoiced to Unicorn Events (Michael Flatley) by Kate Rock Limited for an 6 installation in the MEL Territory of Ireland (O’CONNELL witness statement Case 5598 August 7, 2013). 7

8 d) Two invoices each of £60,000 approximately invoiced pre-administration to Sun International South Africa by Kate Rock Limited (wife of James Rock) (Andrew 9 Brooks witness statement 7th Case 5598 August 2013).

10 e) Undisclosed sums of approx. $300,000 invoiced to Wordsearch by either Musion 11 Global, Kate Rock/Eventworks/Maass in the MEL Territory of UK and MSL/USA.

12 f) £18,000 invoiced by MDH to Musion Canada for 70m x 4m of FR Foil supplied to 13 Musion Canada at the beginning of July 2013, pre administration, notified to administrators July 22, 2014. 14 g) Undisclosed amounts invoiced by either of Eventworks or Maass to Indian BJP Trust 15 pursuant to a contract entered into by BJP with MSL and MIP worth multi-millions of 16 US Dollars. The sums collected by Uwe Maass are believed to be in excess of $4m. This contract was diverted away from MSL by Eventworks Dubai prior to and during 17 administration. The administrators were passed correspondence showing this 18 happening but appear to have taken no action.

19 h) $324,800 to DRAFT FCB INC. New York, of which $194,610 was invoiced by Musion Global on September 11, 2013, payment to Uwe Maass personal bank account 20 in Dubai. 21 i) $1,000,000 to SM International in respect of an exclusive vertical market license, of 22 which $50,000 was invoiced by a fictitious business entity Musion Dubai and paid by 23 SM to Uwe Maass personal bank account September 17, 2013. 24 147. The sums referred to above do not appear to have been included in the final trading 25 statement provided by the administrators’ six month interim report of February 2015. Instead, the 26 trading figures of MSL in administration disclose amongst other figures, sums invoiced by 27 administrators to UK companies such as Wingspan (BBC) and a portion of the Wordsearch 28 income which, under the License of the Eyeliner Agreement (subsequently ratified by the -50- COMPLAINT

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1 arbitrator) was in fact income due to MEL.

2 148. Following the High Court hearing before Justice Mann (Case number 5169 & 3 5598 of 2013) on August 8-9, 2013 a large body of evidence was disclosed. On August 14, 2013 4 Sharokh Koussari wrote on O’CONNELL’s behalf to Rupert Connell, Partner of Speechly 5 Bircham solicitors representing the administrators: a) With regard to Musion global clearly it appears that the said company has not 6 only engaged in appropriating IPR belonging to MSL (see witness statements of Mr 7 Tudway / Mr O'Connell and Mr Brooks) but it has actively been involved in channeling business and making use of the MSL staff and other facilities. Please let 8 me know what the administrator has done or is going to do in this regard. 9 b) The administrators are investigating this issue and have requested information from 10 James Rock in respect of this. This is an issue for the joint administrators to investigate and they will report on this matter to all creditors in due course. 11 c) Transfer of IPRs out of MSL, these refer to any rights that may have been transferred 12 to Musion Global (trademarks) Pepperghost 2. I refer you to the two witness 13 statements of existing employees of MSL that were served last week. My client's position is that such transfers were in breach of: a) The Eyeliner agreement b ) 14 in Breach of the Debenture 15 d) I understand from the administrators that the witness statements of Andrew Brooks 16 and Chris Tudway do appear to suggest that some business may have been moved out 17 of the Company which is currently being investigated. 18 e) Trust arrangements involving Kate Rock Limited. Plaintiffs were told in court by Mr Deem that there had been an arrangement whereby any monies generated by Kate 19 Rock Limited were to be kept on trust for MSL in administration. The administrators 20 are investigating this issue and have requested information from James Rock in respect of this. This is an issue for the Joint Administrators to investigate and they 21 will report on this matter to all creditors in due course. 22 149. To date, no information has been provided to any of the creditors concerning these 23 matters at that time “currently being investigated”. The terms of O’CONNELL Debenture of 24 September 18, 2009 provide for any financial information reasonably requested by the debenture 25 holder to be provided upon demand. O’CONNELL is seeking full disclosure of the following 26 bank accounts to which it is alleged Mr. Maass unlawfully diverted business income belonging to 27 either of MSL, MIP and MEL: 28 Eventworks Dubai – Lloyds TSB Bank Dubai Al Wasl Road; Account XXXXX [redacted] -51- COMPLAINT

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Musion Dubai/Musion Global Number 1 Account – Lloyds TSB; Account XXXXXXXX 1 [redacted]; IBAN AE610320060601268222201 Swift Code LOY EAD Musion Dubai/Musion Global Number 2 Account - HSBC Bank BIC Code: 2 BBMEAEAD IBAN: AE890200000030028385001 Dalia Al Yacoubi 3 Musion Das Hologram, Giovanni Palma and Studio Tangram Lucas Maass, Robin Maass, Tala Maass, Karim Maass 4 Mr. Maass’ ex-wife [XXXXXX] UM has on two occasions instructed MSL to make payment directly to her account in Germany to hide money from his current wife Daliah. 5 Evidence of outgoing payments (each of €10 000) made to UM ex-wife. Kate Rock Limited and William James Rock 6 Daren Hicks and Sharad Kumar Also important is the disclosure of Foil sales from Mitsubishi to Maass and/or 7 Eventworks; further identifying bank payments Maass may have sent to Mitsubishi for Foil Purchases; also payments received from AV Concepts and Obscura; calculation of 8 Maass and Eventworks Income will be then better known as Maass and Eventworks sell foil at an average of €300 per M2 9 150. MSL, MEL and MIP have claims against Maass [and Rock] for undermining the 10 Company investment in Fireproof Foil. For MIP, the loss is due to MDH unlicensed distribution 11 of FR Foil in USA, Australia and other markets without payment to MIP of Patent royalties. 12 Maass disregarded the MIP patents while procuring without payment Fireproof Foil from 13 Mitsubishi and MEL (which he procured the trespass from MEL in collusion with Secantor, 14 James Rock and Daren Hicks). Maass and rock deceived administrators as to the value and 15 nature of invoice to BJP. 16 151. Maass and Rock tried to procure the Foil Stock and IPR Assets of MSL for 17 £50,000 plus the benefit of BJP. Maass allowed the Foil worth €6m by his own valuation to go to 18 MDH for £50,000 along with the UK Rolling System subsequently transferred to MDH for £1. 19 This amounts to transfer of IPR belonging to either MEL or MIP below value. 20 152. During the course of witness evidence submitted to the arbitrator in the Existing 21 Case Arbitration on July 2, 2014 Mr. Maass was cross examined by counsel for O’CONNELL 22 and MEL concerning licensing and commercial arrangements between Maass and Eventworks. 23 O’CONNELL contends Maass lied under oath. Evidence demonstrates funds are sent to Maass 24 bank accounts directly. Furthermore Maass contends Dalia Al Yacoubi is “the money” part. 25 153. Maass’s contention that he did not and does not offer products or services in his 26 personal capacity is false. Maass is using a number of actual or fictitious business entities in the 27 UK and Dubai fronting for his personal business activities, diverting monies for products and 28 -52- COMPLAINT

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1 services related to the ‘212 patent, the ‘519 patent and the ‘361 patent directly to bank accounts

2 controlled by Mr Maass and/or his wife Dalia Al Yacoubi and alternatively his children Lucas 3 Maass, Robin Maass, Tala Maass, Karim Maass and Mr. Maass’ ex-wife. The basis of these 4 further allegations concerning additional parties is that in past dealings, Mr. Maass requested 5 MSL monies owed to him be sent instead to a German bank account belonging to his ex-wife.

6 The Maass Connected Parties 7 154. Mr Maass is connected with the following persons (together referred to as “the 8 Maass Connected Parties”) in the respects set out below, or was connected with them at a material 9 time as set out below: 10 a. Kate Rock Limited (“KRL”) 11 i. KRL was an English company established by Clare Kathryn Rock (“Kate Rock”), the wife of James Rock, on January 29, 2013 with the registration 12 number 08379275, after Mr Maass and Mr Rock had covertly decided to 13 remove Mr O’Connell as a director of MSL; 14 ii. KRL was set up and/or deployed as a result of collusion between Mr Maass and 15 Mr Rock as a vehicle to breach and/or seek to evade the effect of the Eyeliner 16 Agreement, by undertaking work in territories and/or in respect of customers for 17 which and/or whom MSL and/or MEL (and/or Mr O’Connell and Mr Rock for its benefit) hold exclusive licenses under the Eyeliner Agreement; 18 iii. Kate Rock the shareholder and a director of KRL at all material times and 19 James Rock was appointed a Director on March 18, 2015 20 iv. Mr Maass was at all material times a person in accordance with whose 21 directions or instructions the directors of KRL were accustomed to act and 22 consequently a shadow director of KRL; 23 v. Mr Maass was at all material times a de facto director of KRL having assumed 24 the status and functions of a director thereof, without being appointed a de jure director. 25 b. Musion Global Limited (“MGL”): 26 i. MGL was an English company established by Mr Maass and Mr Rock on July 27 23, 2013 as a vehicle for acquiring the business and/or assets of MSL, after they 28 had removed Mr O’Connell as a director of MSL on May 30, 2013 and as part -53- COMPLAINT

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of their scheme to take over the business and/or assets of MSL and exclude Mr 1 O’Connell from that business; 2 ii. Mr Maass and Mr Rock were the shareholders and directors of MGL at all 3 material times until its dissolution ; 4 iii. In the event, Mr Maass and Mr Rock fell out with one another, MGL failed to 5 acquire and/or did not proceed with the planned acquisition of the business of 6 MSL, and has since been dissolved on March 10, 2015 . c. MDH Hologram Limited (“MDH”) 7 i. MDH is an English company, established, originally under the name Musion 8 Das Hologram Limited, by Mr Maass and one Giovanni Palma (“Mr Palma”) 9 on September 3, 2013, at the instigation, and/or with the encouragement and/or 10 collusion of Mr Maass, for the purpose of acquiring the business and/or assets 11 of MSL, once Mr Maass’s plans to do so using MGL as his takeover vehicle 12 had come to an end, and for the purpose of breaching and/or seeking to evade the effect of the Eyeliner Agreement by undertaking work in territories and/or in 13 respect of customers for which and/or whom MEL (and/or Mr O’Connell and 14 Mr Rock for its benefit) hold exclusive licenses under the Eyeliner Agreement; 15 ii. Mr Palma is and was at all material times the sole de jure director and the sole 16 shareholder of MDH; 17 iii. Mr Maass is and was at all material times a person in accordance with whose 18 directions or instructions the directors of MDH were accustomed to act and consequently a shadow director of MDH; 19 iv. further or alternatively, Mr Maass is and was at all material times a de facto 20 director of MDH, having assumed the status and functions of a director thereof, 21 without being appointed a de jure director; 22 v. Mr Maass receives, directly or indirectly, remuneration and/or a share of profits, 23 and or other financial benefits from MDH; 24 vi. Mr Maass and Mr Palma regard themselves as business partners in respect of 25 the business operated and/or fronted by MDH; vii. MDH changed its name from Musion Das Hologram Limited to MDH 26 Hologram Ltd. on October 14, 2014. 27 d. Studio Tangram SNC (“Studio Tangram”) 28 -54- COMPLAINT

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i. Studio Tangram is a body corporate incorporated in Italy and based in Milan, 1 originally established by the father of Giovanni Palma, which inter alia deploys 2 the brand name “Ologrammi 3D”, and currently engages in the same form of 3 business as MEL, and exploiting intellectual property rights owned by Mr 4 Maass and which are the subject of the Eyeliner Agreement. 5 ii. In about September 2013, MDH began transferring business and/or assets to 6 Studio Tangram, including Foil, and sales leads belonging to MEL and other assets belonging to MEL and/or MIP, purportedly acquired by MDH from MSL 7 (in administration) on or about September 26, 2013. 8 iii. Studio Tangram, in collusion with Mr Maass, is engaged in the same activities 9 as previously engaged in by MDH, including breaching and/or seeking to evade 10 the effects of the Eyeliner Agreement by undertaking work in territories and/or 11 in respect of customers for which and/or whom MEL (and/or Mr O’Connell and 12 Mr Rock for its benefit) hold exclusive licenses under the Eyeliner Agreement. iv. In particular, Studio Tangram has carried out unlicensed Foil installations in 13 Italy which Mr Maass has approved and/or designed and/or installed, including 14 at Milan Expo, AC Milan Football Museum, and an airport. 15 v. further or alternatively, Mr Maass is and was at all material times a person in 16 accordance with whose directions or instructions the directors of Studio 17 Tangram were accustomed to act; 18 vi. Mr Maass at all material times had assumed the status and functions of a director, or equivalent, of Studio Tangram. 19 e. Eventworks (“Eventworks”) 20 i. Eventworks is a private business partnership established in Dubai under the 21 laws of the United Arab Emirates (“the UAE”). 22 ii. Legal ownership, and/or purported ownership, of Eventworks is vested in Mr 23 Maass’s wife Dalia Al Yacoubi (“Mrs Maass”), inter alia because under the 24 law of the UAE local trading businesses in the UAE are required to be owned or 25 majority owned by a UAE national; Mrs Maass is a UAE national; Mr Maass is not. 26 iii. Eventworks is controlled and/or managed by Mr Maass. Further or 27 alternatively, Mrs Maass is accustomed to act in accordance with Mr Maass’s 28 -55- COMPLAINT

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directions or instructions in respect of its affairs. Mrs Maass’s work 1 background is in marketing. 2 iv. Eventworks is beneficially owned in whole or part by Mr Maass. 3 v. Mr Maass receives, directly or indirectly, remuneration and/or a share of profits 4 and/or other financial benefits from Eventworks. 5 f. Musion Systems Ltd (“MSL”) 6 i. MSL was at the material time a company registered in England. ii. MSL was the wholly owned subsidiary of MIP, of which Mr Maass, Mr Rock 7 and Mr O’Connell are the three shareholders. 8 iii. The three original directors of MSL were Mr Maass, Mr Rock and Mr 9 O’Connell. On or about July 14, 2009 Mr Maass was removed as a director of 10 MSL as a consequence of his failure to comply with certain obligations under 11 the Eyeliner Agreement. However, Mr Rock and Mr Maass subsequently 12 procured the reinstatement of Mr Maass as a director of MSL in about April 29, 2013 and then the removal of O’Connell as a director of MSL on or about May 13 30, 2013. 14 iv. Mr Maass, with Mr Rock, managed the business of MSL (to the exclusion of 15 Mr O’Connell) from the time of his reinstatement as a director thereof in about 16 April 2013 until at least July 23, 2013 when MSL was placed in administration 17 (but after which Mr Maass remained a director of MSL), and continued to be 18 involved in its management until the sale of its business to MDH on or about September 26, 2013. 19 v. Mr Maass attempted to procure the sale of the business and/or assets of MSL in 20 administration to MGL in about August 2013. Mr Maass subsequently 21 procured, induced, and/or encouraged the sale of the business and assets of 22 MSL to MDH on or about September 26, 2013, in which he was broadly 23 successful. 24 g. Hologram USA, Inc. (“Hologram USA”): 25 i. Hologram USA is a company incorporated in the state of Delaware, USA, established by Mr Maass and others for the purpose of seeking to exploit the 26 ‘Musion’ technology and/or IPR (including the Maass Registrations and MSL 27 28 -56- COMPLAINT

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Registrations as defined in the Eyeliner Agreement) in the United States, 1 Canada and elsewhere; 2 ii. Hologram USA is owned as to 25% of the shares each by Mr Maass and Mr 3 Palma and as to one 50% of the share by one Alkiviades (“Alki”) David (“Mr 4 David”); 5 iii. Hologram USA is or holds itself out as being a joint venture and/or partnership 6 between MDH and FilmOn Networks Inc., and/or FilmOn TV Limited, an English company (No. 06047620), engaged in business as an internet media 7 provider controlled and/or owned in whole or part by Mr David. 8 iv. Hologram USA holds itself out as having exclusive rights to exploit in the 9 United States and Canada all of the Maass Registrations and/or MSL 10 Registrations (as defined in the Eyeliner Agreement). 11 MAASS’ VIOLATIONS OF THE EYELINER AGREEMENT 12 155. Pursuant to clause 2.3 of the Eyeliner Agreement and the Income Share provisions 13 of clauses 1.2 (b) (i) & (ii) and 2.2 (a), and clauses 6.1 and 6.2 of Appendix 4, Maass is prohibited 14 from licensing/sub-licensing to a third party any IPR owned by him (other than in accordance 15 with the terms of the Eyeliner Agreement) without the consent of O’Connell and Rock. 2.3 of

16 Eyeliner states: Restrictions on future licensing and assignment of IP 17 Maass must not without the consent of O'Connell and Rock: 18 (a) assign; 19 (b) charge, mortgage, permit any lien or any allow other form of security or encumbrance over; or

20 (c) license other in accordance with the terms of this Agreement;

21 any of the Registered IP, the Future IP or any other intellectual property he has or may have in the future the Foil or the Licensed Product (whether by operation of this Agreement or otherwise). 22 1.2 (b) (ii) Eyeliner Intention states: 23 achieve a fair split of income derived between the parties from the Foil and the Licensed Product 24 and the exploitation of the Registered IP and/or the Future IP;

25 2.2 (a) Income Share states:

26 Subject to the exceptions set out in paragraphs 2.2(b) and 2.4(e), the parties agree that any net income derived by any of them in respect of the Foil and the Licensed Product (and any registered 27 or unregistered intellectual property in respect of the Foil and/or the Licensed Product, the Registered IP and any Future IP) shall be shared by Maass, O'Connell and Rock through their 28 shareholdings in MSL and each of the parties shall assign all such income to MSL for that purpose. -57- COMPLAINT

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Appendix 4 states: 1 TRANSFER [of Patents] 2 6.1 Save as provided in Clause 6.2 and 6.3, Assignee may not assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, nor purport to do any of the same, without 3 having obtained the prior written consent of the Assignor (such consent to be granted at the Assignor’s sole discretion). 4 6.2 The Assignee shall be entitled to assign the Patent Rights under this Agreement to any third party provided that the Assignee obtains the prior written consent of the Assignor and either: 5 6.2.1 the third party [MDH] undertakes to be bound by and perform the obligations of the Assignee under this Agreement; or 6 6.2.2 the Assignee shares the Transfer Fee equally between the Assignee, Ian O’Connell and William James Rock. 7 TRANSFER FEE is defined at 1.7: 8 “TRANSFER FEE” means the consideration received in respect of the assignment of the Patent Rights to a third party subject to any legal expenses reasonably incurred by the Assignee in connection with the sale 9 or transfer of the Patent Rights”. 10 The only termination clause of this contract is found at 7.1 and states: “This agreement will be in full force and effect of the expiry and abandonment lapse or surrender of the 11 last of the patent rights”. 156. Over the past many months Mr Maass in partnership with Giovanni Palma and 12 MDH has by way of the Assignment sold/transferred/licensed part or all of the rights owned by 13 Maass and subject to those restrictions of Eyeliner clause 2.3. Maass has breached this provision 14 of the Eyeliner Agreement by purporting to assign and/or license the asserted patents without at 15 least O’Connell’s consent to at least plaintiff Hologram USA, Inc. and the settled defendants in 16 the companion case to this one, Hologram USA, Inc. et al. v. Cirque du Soleil, LLC et al., 2:14- 17 cv-916 (D. Nev.) and Hologram USA, Inc. et al. v. Pulse Evolution Corp. et al., 2:14-cv-772 (D. 18 Nev.). 19 157. Defendants have already benefited from receiving income as some of the earlier 20 patent infringement law suits brought by them against third parties have already been settled, 21 resulting a financial windfall for Defendants. Cirque Du Soleil and Arena 3D were sued by 22 Defendants for patent infringement in respect of the Michael Jackson “One” Show running in 23 Mandalay Bay Vegas. Defendants settled in the summer of 2015 with payment of an undisclosed 24 sum in damages estimated to be in excess of $1.2m. The Pulse entities and co-Defendants in the 25 companion case to this one also settled in or about the end of February, 2016. Plaintiffs contend 26 that Musion Systems (in administration) and/or O’Connell and Rock are collectively entitled to 27 damages because Cirque infringing Foil installation commenced March 2013, prior to termination 28 -58- COMPLAINT

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1 of the exclusive Eyeliner licenses to the ‘212 patent, the ‘519 patent and the ‘361 patent.

2 158. Under the Assignments of Trademarks and Patents from Musion Systems Limited 3 to Musion IP Ltd. dated July 14, 2009, March 15, 2011, and May 29, 2013, the Plaintiffs (through 4 MIP) own a one-third beneficial interest in all of the asserted patents. Consequently, Plaintiffs 5 O’Connell and/or MIP are entitled to one-third or two-thirds of all monies improperly received by 6 Defendants from their monetization of the asserted patents. In addition, Defendants have 7 breached the parties’ June 25, 2007 Eyeliner Agreement Appendix 4 clause 5.1 by failing to share 8 the net income from their monetization of the intellectual property rights with O’Connell (and

9 Rock) as required by the agreement. 10 159. Further, Maass has committed breaches or infringements of the licenses or rights 11 granted by clauses 2.4(d) (“the MEL Licenses”) and/or 2.4(b) and/or 2.4(f) (“the MSL 12 Licenses”) of the Eyeliner Agreement as follows: a. by Mr Maass directly, including by licensing one or more Connected Person(s) to 13 exercise the rights granted thereunder exclusively to MEL (alternatively Mr 14 O’Connell and Mr Rock) or to MSL; 15 b. by Mr Maass acting through the medium of, and/or deploying as the vehicle for the 16 relevant acts, one or more of the Maass Connected Parties, and/or causing, and/or 17 permitting, and/or authorizing, and/or procuring (by inducement and/or incitement 18 and/or persuasion) one or more of the Maass Connected Parties to infringe such licenses or rights; further or alternatively 19 c. by Mr Maass joining together with and/or colluding with and/or being party to a 20 common design with one or more of the Maass Connected Parties to breach such 21 provisions and/or infringe such licenses or rights. 22 160. Maass (individually and/or as an officer or director of Eventworks Ltd., 23 Eventworks Dubai, and/or Musion Global Limited) has committed unfair competition, breached 24 the Eyeliner Agreement, interfered with Plaintiffs’ prospective economic advantage, and/or 25 breached his fiduciary duties to M3D, MIP and O’Connell innumerable times at least since 2011 26 by (among other things): 27  Continually failing to attend MIP Board of Directors’ meetings to resolve his 28 -59- COMPLAINT

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1 breaches of the Eyeliner Agreement;

2  diverting business opportunities away from MSL to himself or Eventworks, Ltd. in 3 which Maass and his wife are the sole owners, including installations in India, 4 Korea, Saudi Arabia, the Czech Republic, China, United States, and France; 5  granting licenses that prevented MSL from granting and receiving payment for 6 licenses in Sweden, Spain, Denmark, and Germany; 7  interfering with MEL and MSL’s contracts, including without limitation contracts 8 between MSL’s licensee Kasu Mani Enterprises and the Bharatiya Janata Party in

9 India worth over $10 million, a contract with Big Machine Media in the , 10 Interblock in Slovenia, and MEL’s opportunity to license to Michael Flatley (the 11 famous Irish dancer) in another deal worth $10 million; 12  improperly diverting sales leads from the website (at least 150 per month) to 13 Eventworks, and inducing MEL employee Sharad Kumar to breach his 14 employment contract to do so; 15  supplying foil to businesses other than Maass licensees or in territories belonging

16 to MSL, in breach of the Eyeliner Agreement, including a supply of foil to 3- 17 Legged Dog in New York and AV Concepts in California; 18  criminally breaching Immigration Laws by retaining a U.S. citizen William 19 Hassebrock in an executive role at MSL without obtaining the necessary work

20 permits and causing Mr. Hassebrock to exclude O’Connell from the business 21 affairs of MEL, MIP and MSL, specifically against O’Connell’s wishes and 22 against the advice of counsel, placing the company and all executives at risk of

23 punitive fines and imprisonment for up to 2 years; 24  unilaterally negotiating the terms for numerous deals without O’Connell’s input or 25 consent, including diverting income to Eventworks for projects with existing MSL 26 customers AV Concepts and Obscura Digital worth over $1 million; 27  inducing MEL employees to breach their employment contracts and paying MEL 28 employees money to induce them to disclose confidential trade secret information -60- COMPLAINT

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1 concerning the business affairs of MSL and MEL, and to divert business

2 opportunities away from MSL and MEL, and to Maass’s company Eventworks 3 Dubai, causing significant financial loss; 4  instructing Barker Brettell (MSL’s counsel in the ) not to prosecute certain 5 intellectual property rights owned by MIP/MSL, which led to the abandonment of 6 numerous patent applications valuable to MSL and MIP; 7  Granting reseller rights to entities in India and Saudi Arabia without O’Connell’s 8 consent and without compensation to O’Connell or MIP, which are territories

9 belonging exclusively to MSL; 10  Continually refusing to permit an accounting of his financials in order that 11 O’Connell could calculate his share of net income received from exploitation of 12 the patents; 13  falsely claiming in 2012 that the Eyeliner Agreement was “outdated” which it was 14 not; 15  refusing to register the exclusive licenses to O’Connell and MSL in accordance

16 with the Eyeliner Agreement; 17  breaching promises made during a very important April 16, 2013 shareholder 18 meeting during which Maass agreed (among other things) to transfer all patents 19 and trademarks from MSL to MIP: as the meeting minutes reflect, “All IP not

20 currently held in MIP would be transferred to MIP immediately. This includes the 21 ‘PG1’ patent [the ‘519 patent] (currently held by Maass) and the ‘PG2’ patent [the 22 ‘212 patent] (currently held by MSL). All Musion trademarks would be

23 transferred to MIP.” 24  Secretly conspiring with James Rock to repudiate the April 20 and May 17, 2013 25 Board resolutions proposed by MSL, MIP and MEL to re-commence the earlier 26 arbitration against Maass and Eventworks on behalf of MSL immediately upon 27 Maass’ purported termination of the Eyeliner Agreement and instructing MSL’s 28 lawyers not to commence arbitration unless instructed by Maass; -61- COMPLAINT

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1  Conspiring to conceal and/or downgrade considerably the value of the intellectual

2 property rights owned by MSL before the administrators’ “pre-arranged” sale of 3 MSL’s intellectual property to MDH, which was valued at the ridiculously low 4 sum of between 0 and 100,000 pounds Sterling. A highly-experienced attorney 5 (John Lawrence) criticized the valuation as sloppy, failing to consider that the 6 value of flame-retardant foil is greatly enhanced because it is patent-protected, 7 and grossly understated. The Court of Appeal characterized Maass’ purported 8 termination of the licenses as “catastrophic” to the value of MSL;

9  Usurping corporate opportunities rightly fully belonging to MIP and O’Connell, 10 including without limitation a Development and Supply Agreement dated June 7, 11 2008 between MSL and Mitsubishi under which fireproof foil was to be delivered 12 from Mitsubishi to MSL and of considerable value to MIP and O’Connell; 13  In addition, on September 6, 2012, Maass purported to authorize the MSL 14 Appointee Kasu Mani Enterprises, an Indian entity to create holographic 15 projection events using MSL’s technology, then secretly visited India two days

16 later to procure the projects for himself and Eventworks—a deal initially worth 17 $13 million, but subsequently devalued following Maass’ interference; 18  On December 15, 2012, while obligated by a personal legal undertaking dated 19 November 30, 2012 not to cause further harm to MSL, Maass hosted a secret

20 meeting in Overath, Germany with certain MSL licensees and disgruntled former 21 employees of MEL and MSL to take over MSL from management control of 22 O’Connell and Rock and to “destroy” the ‘212patent if he needed to; and

23 161. Installations in MSL Territories. Defendants have improperly permitted or caused 24 to be permitted unlicensed installations in territories allocated to MSL under the Eyeliner 25 Agreement, in breach of paragraph 2.4 of the Eyeliner Agreement. On information and belief, 26 Maass is a “shadow” director or de facto director of one or more Defendants. Defendants have 27 further and repeatedly breached the Eyeliner Agreement, engaged in unfair competition and 28 interfered with Plaintiffs’ prospective economic advantage, by failing to share net income from -62- COMPLAINT

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1 these installations with O’Connell and Rock as required by the Eyeliner Agreement, including

2 without limitation: 3 a. Installations in India: installations in Delhi relating to the Tata Nano motorcar 4 on a date prior to January 14, 2008 (estimated loss 30,000 pounds Sterling), 5 installations in Mumbai relating to Tata Trucks in or before March 2012 6 (estimated loss 45,000 pounds Sterling), installations in India relating to the 7 Honda Hero motorcycle (estimated loss 120,000 pounds Sterling), installations 8 in India related to a company called idream Production Pvt Ltd. (estimated loss

9 unknown), 10 b. Installations in Korea. installations in Korea at the Japan Pavilion at the Yeosu 11 World Expo in about July 2012 (estimated loss 100,000 pounds Sterling), 12 c. Installations in Saudi Arabia: installations in Saudi Arabia in connection with 13 Saudi Telecom (estimated loss 65,000 pounds Sterling), installations in Saudi 14 Arabia concerning King Abdulaziz University, Jeddah, in about 2010 15 (estimated loss 65,000 pounds Sterling), installations in connection with King

16 Abdullah University of Science and Technology, Jeddah (estimated loss 17 23,000 pounds Sterling), installations for at least three wedding receptions in 18 Saudi Arabia (estimated loss 100,000 pounds Sterling), installations related to 19 Techno Media in Saudi Arabia (estimated loss unknown),

20 d. Installations in Czech Republic: installations in Prague, Czech Republic in 21 connection with Hyundai (estimated loss 20,000 pounds Sterling), and 22 e. Installations in Paris, France related to Toyota (estimated loss 20,000 pounds

23 Sterling). These installations are based on information and belief and are not 24 intended to be exhaustive. 25 162. Failing to Require Maass Licensees to enter into Licenses with MSL. In violation 26 of paragraph 2.4 of the Eyeliner Agreement, Maass and/or Defendants failed to require Maass 27 licensees to enter into licenses with MSL or on MSL’s usual terms. In further breach of 28 paragraph 2.4 of the Eyeliner Agreement, Maass caused or permitted that Maass licensees be -63- COMPLAINT

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1 granted, or to retain licenses under which they were improperly granted “exclusive” rights to

2 carry out installations and/or sell foil. Had such licenses been granted by MSL on MSL’s 3 standard terms, then the rights granted to the Maass licensees would have been non-exclusive, the 4 Maass licensees would have had no right to carry out certain installations outside their allocated 5 territory, the Maass licensees would have had no right to grant sub-licenses, and the price of foil 6 payable by the Maass licensee would have been fixed at 600 pounds Sterling per square meter. 7 f. Maass Licensee in Spain: Maass granted an exclusive license to the Maass 8 licensee in Spain, Juan de Miguel and/or “video report”, thereby preventing or

9 hindering MSL from doing business in Spain, causing significant financial 10 damage to MSL. Specific projects in Spain that MSL has been unable to 11 pursue include without limitation an installation in connection with Mobile 12 World Congress, a mobile communications show in Barcelona, Spain in 2013 13 (estimated loss 150,000 pounds Sterling), loss of a licensing opportunity, 14 negotiated with Maro Ribe, with an investment group in taking an 15 international license from a number of countries including Spain (estimated

16 loss unknown). 17 g. Maass Licensee in Sweden. Maass improperly granted an exclusive license to 18 the Maass licensee in Sweden, Kjell Johansson and/or Turnkey Productions, 19 and/or 3D Mediatech, thereby preventing MSL from doing business in

20 Sweden, causing significant damage to MSL. Specific projects lost in Sweden 21 as a result of Maass’ breaches include without limitation an installation 22 connected with the Eurovision Song Contest, a permanent installation for

23 AbbaWorld at “Abba The Museum” which, despite extensive negotiations 24 between MSL and AbbaWorld, was treated as an installation by Kjell 25 Johansson and/or 3D Mediatech and not MSL. Further, Kjell Johansson and/or 26 3D Mediatech made use of the license from Maass to carry out, or permit 27 Sandvik, to carry out an installation at the IMTS Trade Show in Chicago in 28 2010, which would have been prohibited under MSL’s standard license terms -64- COMPLAINT

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1 (estimated loss 20,000 pounds Sterling). In addition, Maass granted Sandvik a

2 patent license for the purpose of the installation in breach of paragraph 2.3 of 3 the Eyeliner Agreement, causing significant damage to MSL. 4 h. Maass Licensee in Denmark. Maass granted a license or exclusive license to 5 the Maass licensee in Denmark, Vision 4, thereby hindering or preventing 6 MSL from doing business in Denmark, causing significant damage to MSL. 7 i. Maass Licensee in Germany. After expiration of the license between Maass 8 and the Maass licensee in Germany, Rent4Event GmbH, Maass failed to

9 procure that any new license to Rent4Event was granted by MSL on MSL’s 10 standard terms. Instead, Maass and/or Eventworks granted a new, exclusive 11 license to Rent4Event in Germany in or about September 2009. Further, 12 Maass improperly agreed that Rent4Event could sell foil, which would not 13 have been allowed under MSL’s standard terms. On information and belief, 14 Rent4Event has proceeded to make sales of foil including sales to MSL’s own 15 licensee in German, Outstanding Solutions GmbH without compensation to

16 MSL. Further, such sales were made at prices lower than the 600 pounds 17 Sterling per square meter required by MSL’s standard terms, causing 18 significant damage to MSL. 19 163. Specific projects lost by MSL as a result of these breaches include without

20 limitation an installation regarding a show by Mercedes Benz in China in 2011 on which MSL 21 was approached by CT China, but which Rent4Event succeeded in securing (estimated loss 22 50,000 pounds Sterling), an installation for Deutsche Telecom including foil sales, technical

23 support and equipment rental (estimated loss 150,000 pounds Sterling), installations for a 24 Mercedes Benz roadshow in Germany and other European countries in 2011 (estimated loss 25 230,000 pounds Sterling). 26 164. Diverting Installations from MSL to Maass Licensees. Maass and/or Eventworks 27 have diverted business from MSL to Eventworks or Maass licensees. Under paragraph 2.4 of the 28 Eyeliner Agreement, Japan is a territory allocated to MSL. At a meeting between Maass, -65- COMPLAINT

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1 O’Connell and Rock on July 24-5, 2012, it was agreed that if MSL was successful in securing a

2 new partner in Japan, Maass, O’Connell and Rock would work together in good faith to ensure 3 that the new partner and the existing Maass licensee would benefit from expanded business in 4 Japan. Pursuant to that agreement, MSL pursued negotiations with Hakuhodo Inc., one of the 5 largest advertising agencies in Japan, for the grant of a license to carry out installations in Japan 6 and elsewhere in Asia, with the intent that Spin Co. Inc. (a Maass licensee) to benefit through the 7 selling of foil to Hakuhodo and/or sharing the license fees. In breach of the July 2012 agreement 8 and paragraph 2.3 of the Eyeliner Agreement, Maass excluded MSL from participation in the deal

9 with Hakuhodo and instead procuring the entire benefit of the license for Spin, causing significant 10 damages to MSL of at least $350,000 for the installation license and $700,000 for the foil license, 11 plus profits and royalties on other services. As a result of the uncertainty created by Maass’ 12 breaches of contract and breaches of fiduciary duty, Hakuhodo downgraded its license 13 requirements from a full license to a trial license only, as a result of which MSL has suffered 14 further damages and loss. 15 165. Unlawful interference with MSL Contracts. Maass and/or Eventworks has

16 interfered with and competed unfairly with MSL and MSL’s contracts and prospective economic 17 advantage, including without limitation: 18 j. Kasu Mani Enterprises, India. Maass and/or Eventworks diverted or attempted 19 to divert a contract negotiated between MSL’s licensee in India, Kasu Mani

20 Enterprises, with the Bharatiya Janata Party, the ruling political party in 21 Gujarat, which had a contract value of over $10 million. Installations in India 22 belong exclusively to MSL under the Eyeliner Agreement and required the

23 unanimous prior approval of the Board of MSL. As a result of Maass’ breach, 24 MSL suffered losses regarding this transaction, in that Kasu Mani chose to use 25 local contractors for installation work instead of MSL, resulting in financial 26 losses to MSL of at least 265,000 pounds Sterling). In addition, while 27 purporting to relent in diverting this business, Maass secretly procured a 28 payment of approximately $250,000 from the Bharatiya Janata Party to himself -66- COMPLAINT

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1 and/or to a company in India connection with Maass, Mosaic, as the price for a

2 separate license from him and/or for assurances that he would not intervene 3 further. 4 k. Big Machine Media. Big Machine Media was licensee of MEL under a sub- 5 license from MSL in connection with a concert called “Best of Brittania.” On 6 or about October 2, 2012, Maass falsely claimed in an email to the Big 7 Machine Media that if they proceeded with the contract with MSL they would 8 infringe his patent and should not be surprised “if a lawyer will shut down the

9 system on your event.” 10 l. Interblock, Slovenia. Interblock, a Slovenian company engaged in the gaming 11 industry, has a global license from MSL for the use of holographic projection 12 technology on gaming floors. On or about October 26, 2012, Maass falsely 13 claimed in an email to the chairman of Interblock, Joc Pececnik, that MSL had 14 “no more rights” to “sell” his patent in the United States that Pececnik should 15 be aware that Maass would “make use of” his rights as a patent holder.

16 m. Activ8. MSL obtained a judgment for patent infringement against Activ8 in 17 the United Kingdom to enforce MSL’s patents. On September 14, 2012, 18 Maass emailed Activ8 stating “I will help you to crack the Musion patents,” 19 thereby threatening to undermine and destroy MSL’s patent rights.

20 166. Supplying Foil to businesses other than Maass licensees and/or in MSL Territories. 21 In breach of paragraph 2.5(c) of the Eyeliner Agreement, Maass and/or Eventworks has supplied 22 foil to entities other than Maass licensees and/or to entities in territories belonging exclusively to

23 MSL, including without limitation a supply of foil to “3-Legged Dog”, a business in New York 24 connected with the Maass licensee in Denmark, Vision 4 (estimated loss 13,000 pounds Sterling), 25 a supply of foil to AV Concepts, an MSL licensee in California in at least 2012 (estimated loss 26 10,000 pounds Sterling). 27 167. Misrepresentation in foil sales by Eventworks to MSL. In about June 2006, in 28 order to induce MSL to purchase from Eventworks a 5km length of foil for approximately -67- COMPLAINT

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1 330,000 pounds Sterling and to pay Maass a 20% management fee of 50,000 pounds Sterling,

2 Maass represented to MSL that Eventworks had purchased the foil from Mitsubishi for 250,000 3 pounds Sterling. MSL relied upon that representation when entering the contract. However, 4 MSL later discovered from Mitsubishi in July 2011 that the representation was false, and that 5 Eventworks had actually purchased the foil for only 120,000 pounds Sterling. Had MSL not been 6 misled by Maass’ misrepresentation, it would have paid only 120,000 pounds Sterling for the foil 7 and a 20% management fee of 24,000 pounds Sterling, causing financial damage to MSL of at 8 least 236,000 pounds Sterling.

9 168. Stock of foil in possession of Rent4Event. In about June 2006, MSL purchased 10 5km of foil from Eventworks that would be stored in Germany by the Maass licensee in 11 Germany, Rent4Event. By paragraph 2.5(a) of the Eyeliner Agreement, title in any foil currently 12 held in Germany by Rent4Event was transferred to MSL and Maass was required to direct 13 Rent4Event to transfer possession of such foil to MSL. Certain of this stock of foil was supplied 14 to and/or accounted to MSL, but as of an audit in October 2009, at least 400-600 meters of this 15 foil was unaccounted for (about 10% of the total). On information and belief, such foil was sold

16 or otherwise transferred by Rent4Event in breach of paragraph 2.5(a) of the Eyeliner Agreement, 17 causing further damage to MSL. 18 169. Inducing breach of contract with Mitsubishi. In about 2010, Maass and/or 19 Eventworks procured from Mitsubishi over 2,400 square meters of fire retardant foil for free, by

20 falsely misrepresenting to Mitsubishi that he was authorized to do so by MSL. As a result, Maass 21 induced a breach of contract by Mitsubishi, which was prohibited by the terms of the Mitsubishi 22 Agreement from supplying foil to anyone other than MSL, causing substantial damage to MSL.

23 MSL would have sold the foil at the agreed price of 65 pounds Sterling per square meter, 24 resulting in lost sales to Eventworks of at least 156,000 pounds Sterling and lost profits of at least 25 140,000 pounds Sterling. 26 170. Patent Application. In 2011, Maass without notifying MSL and acting in concert 27 with Kjell Johannson and Michael Rahr (of Vision 4) filed a PCT patent application, number WO 28 2011/046505 A3. This application comprised “Future IP” within the meaning of paragraph 2.6 of -68- COMPLAINT

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1 the Eyeliner Agreement, and said application was thus filed in breach of paragraph 2.6 of the

2 Eyeliner Agreement. Further, the application cites a number of processes that MSL had 3 previously disclosed in confidence to Maass and/or Kjell Johansson and/or Vision 4, causing 4 further damages to MSL. 5 171. Causing or Permitting Abandonment of IP. In breach of paragraph 2.6(f) of the 6 Eyeliner Agreement, Maass has failed to diligently prosecute all applications with respect to 7 Future IP and/or has failed to ensure that any patents granted with respect to Future IP be 8 maintained for the maximum time permitted by law. For example, Maass has ordered that monies

9 invoiced to MSL by patent agents Barker Brettell for work performed on the Switchable Codec 10 patents in China and Europe should not be paid, causing the application to be abandoned and 11 causing further damage to MSL. 12 172. Unlawful termination of the Eyeliner Agreement. Maass purported to terminate 13 the Eyeliner Agreement on the ground that monies were due and owing to him from MSL under 14 paragraph 2.4(e) of the Eyeliner Agreement. Such purported termination, however, was invalid 15 because any sums due to Maass were far exceeded by the sums due to MSL from Maass as

16 alleged herein. The Eyeliner Agreement thus remains in full force and effect. 17 173. On May 12, 2014 (6 days before the BMA production) improperly disclosing the 18 confidential terms of a draft Court of Appeal judgment reached in the United Kingdom to key 19 customers of MEL in violation of the draft judgment’s strict confidentiality obligations, which

20 has damaged MEL’s business. Likewise, Hologram USA’s executive Alki David improperly 21 used his advance knowledge of the draft Court of Appeal ruling to intimidate John Textor into 22 doing business solely with Hologram USA. On May 21, 2014, the High Court “express[ed] [its]

23 disapproval of these breaches in the strongest possible terms” and ordered that “. . . we are 24 satisfied that the appropriate course to take in respect of them is to ensure that Mr. O’Connell, the 25 appellant, should have his costs of the appearances before us today necessitated by these 26 breaches, and also his costs of and occasioned by the breaches in so far as he and those he has 27 instructed have had to deal with them. He should have those costs on an indemnity basis.” 28 174. Neither of James Rock nor Ian O’Connell had prior knowledge nor consented to -69- COMPLAINT

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1 any of above purported assignments, licenses and disposals of IPR to third parties. If Maass has

2 transferred or otherwise re-assigned these rights he has done so in breach of trust as between 3 himself, O’Connell and Rock arising out of the provisions of the Eyeliner Agreement. 4 Maass’ Threats to MEL and MSL 5 175. By an email dated October 23, 2012 to an employee of MSL and/or MEL, Andrew 6 Brooks, Mr Maass asserted that: 7 “Musion (MSL-MEL)” had no right to “offer in the above countries Peppers Ghost 1”, by 8 which he meant that they had no right to carry out installations of Foil or Licensed

9 Product, further or alternatively to do so to the extent that this involved exploitation of the 10 Maass Registrations (all as defined in the Eyeliner Agreement), or exploit the intellectual 11 property rights in respect thereof, in the countries to which he was referring, and said “I 12 will attach everyone in the 3D world including Musion staff on my emails to Musion if you 13 don’t stop selling my Eyeliner Patent in the Countries where my patent is valid” . 14 176. Mr Maass’s actions damaged staff morale at MEL and MSL and caused a drop in 15 sales. Maass’ Illegal Threats to Third Parties 16 177. Big Machine 17 a. Big Machine Media Ltd (“Big Machine”) is a publicity, marketing, and events 18 company which was at all material times a customer and licensee of MEL (exercising 19 the rights granted by the MEL Licenses). b. Big Machine was a licensee of MEL under a sub-license from MSL in respect of the 20 Musion intellectual property in connection with a concert Big Machine was 21 organizing called ‘Best of Britannia’. 22 c. In an email to Big Machine dated October 2, 2012, Maass falsely claimed that if Big 23 Machine proceeded with a contract with MSL and/or MEL in respect of a concert 24 called “Best of Britannia” which it was organizing in the UK, that would infringe his 25 patent in respect of the 3D Eyeliner System, and wrongfully threatened that he would take legal action to prevent it proceeding with the use of Musion technology at the 26 said concert (he said that they should not be surprised “if a lawyer will shut down the 27 system on your event”). 28 -70- COMPLAINT

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d. As a consequence, Big Machine conducted no further business with MEL after the 1 said project. 2 e. Maass breached clause 2.4(d)(i) of the Eyeliner Agreement as a result of which 3 Plaintiffs have suffered loss and damage, estimated in the sum of at least $60,000 in 4 lost business from Big Machine and Guy Chambers. 5 178. Activ8 6 a. Activ8 3-D Limited (“Activ8”) is or was at all material times a live events organizer, 7 including events involving the use of Foil and holographic projection. b. In about May 20111 MSL obtained a judgment on a preliminary issue in the Patent 8 County Court against Activ8, and its directors as joint tortfeasors, for patent 9 infringement in respect of technology known as ‘Peppers Ghost 2’ (which falls within 10 the MSL Registrations as defined in the Eyeliner Agreement), inter alia to enforce and 11 secure MEL’s rights pursuant to the licenses granted to it by Mr Maass pursuant 12 under the Eyeliner Agreement. 13 c. On or about September 14, 2012 Mr Maass emailed Activ8 and stated “I will help you crack the Musion patents”, thereby threatening to take steps to undermine or destroy 14 the efficacy of the patent in respect of Peppers Ghost 2. 15 d. Mr Maass thereby breached and/or threatened to breach the licenses granted to MEL 16 under the Eyeliner Agreement. 17 e. Further, at the time of Mr Maass’s actions MEL was in the process of re-establishing 18 a business relationship with Activ8 to sell Foil to it. 19 f. As a consequence of Mr Maass’s actions, Plaintiffs have suffered loss and damage, and seeks an account of damages. 20 Unlawful acts involving KRL 21 179. In the period of approximately June to September 2013 KRL engaged in the 22 exploitation or attempted exploitation of the intellectual property rights in respect of the Foil and 23 Licensed Product in the MEL Territories (all as defined in the Eyeliner Agreement) and/or carried 24 out installations thereof for persons or companies domiciled in the MEL Territories. 25 180. Mr Maass breached the licenses granted to MEL under the Eyeliner Agreement by 26 licensing KRL to exercise rights which he had exclusively licensed to MEL (and/or Mr 27 O’Connell and Mr Rock for its benefit), further or alternatively MSL, under the terms of the 28 -71- COMPLAINT

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1 Eyeliner Agreement.

2 181. In addition, Maass caused, and/or permitted, and/or authorized, and/or procured 3 (by inducement and/or incitement and/or persuasion) KRL to breach such provisions and/or 4 infringe such licenses or rights. Michael Flatley 5 6 182. In or about July or August 2013 at least one Foil installation was carried out in 7 Ireland, an MEL Territory under the Eyeliner Agreement, by KRL for Unicorn Events Limited 8 and/or for OJK Limited (an English company), both corporate vehicles of the well-known Irish

9 dance impresario Michael Flatley (whose lead show was called ‘Riverdance’), and both domiciled 10 in the MEL Territory. 11 183. Mr Maass breached the MEL Licenses by licensing or permitting KRL to exercise 12 the rights granted exclusively to MEL (alternatively Mr O’Connell and Mr Rock) thereunder, 13 whether by himself or acting through the medium of, and/or deploying KRL as the vehicle for 14 doing so, and/or by causing, and/or permitting, and/or authorizing, and/or procuring the 15 infringement of the said Licenses, further or alternatively by joining together with and/or

16 colluding with and/or being party to a common design with KRL to breach the said Licenses. 17 184. Plaintiffs have suffered loss and damage, including the amount of the fees which 18 MEL would have received had Unicorn Events Ltd been referred to it as a customer in 19 accordance with the Eyeliner Agreement. As at the date hereof, MEL relies on an invoice from

20 KRL to Unicorn Events Ltd dated July 17, 2013 in the sum of £10,800. 21 185. In further breach of contract and/or of the license granted to MEL under clause 22 2.4(d)(i) of the Eyeliner Agreement, Maass prevented MEL (and MSL) from exercising its rights

23 thereunder in respect of Unicorn Event Ltd and/or OJK Ltd and/or Michael Flatley, and/or 24 deliberately interfered with its exercise of such rights, and wrongfully interfered with MEL’s 25 business relations with Unicorn Event Ltd and/or OJK Ltd and/or Michael Flatley. By a letter to 26 MEL and MSL dated May 1, 2013 Maass’s solicitors Bracher Rawlins falsely claimed that 27 neither of them continued to hold any license under the Eyeliner Agreement, demanded that they 28 must not deal with Unicorn Event Ltd and/or OJK Ltd and/or Michael Flatley, and threatened to -72- COMPLAINT

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1 sue them for infringement of Mr Maass’s intellectual property rights if they did so. In addition,

2 Mr Maass falsely asserted to Michael Flatley and/or Unicorn Event Ltd and/or OJK Ltd that MEL 3 and/or MSL had no right to provide any such services to him/them, warned him/them not to enter 4 any contract with MEL and/or MSL, and threatened to sue him/them if he or they did so. 5 186. As a direct result of Mr Maass’s actions, Michael Flatley and/or Unicorn Event 6 Ltd and/or OJK Ltd were deterred from entering a contract with MEL (or MSL), and instead 7 contracted with an unconnected third party offering different technology. But for Mr Maass’s 8 said actions and breaches, Unicorn Event Ltd and/or OJK would have entered a contract with

9 MEL. Plaintiffs consequently suffered loss and damage, namely the amount it would have earned 10 pursuant to such a contract. The estimated value of the said contract at the time was £6 million. 11 Wordsearch 12 187. In about July 2013 Mr Maass, by himself or in combination with Eventworks, 13 alternatively MGL, alternatively KRL, made an offer for sale using the patented apparatus at 35 14 Portland Place belonging to and/or licensed to MEL, and carried out an installation and/or 15 otherwise exploited the intellectual property rights in respect of the Foil and/or Licensed Product,

16 in connection with a customer called Wordsearch UK Ltd (“Wordsearch”), a property marketing 17 company registered in England. The said work was allocated to MEL under the MEL Licenses, 18 whether because the work was in the UK or the customer was domiciled in the UK. Wordsearch 19 was invoiced approximately US$300,000 by Mr Maass (alternatively Eventworks, alternatively

20 MGL, alternatively KRL), in respect of the said work. 21 188. Maass breached the MEL Licenses, by licensing or permitting one of the said 22 Maass Connected Parties and/or Wordsearch to exercise the rights granted exclusively to MEL

23 (alternatively Mr O’Connell and Mr Rock) thereunder, alternatively acting through the medium 24 of, and/or deploying one of the said Maass Connected Parties as the vehicle for doing so, and/or 25 by causing, and/or permitting, and/or authorizing, and/or procuring that the infringement of the 26 said Licenses, further or alternatively by joining together with and/or colluding with and/or being 27 party to a common design with the one or more of the said Maass Connected Parties to breach the 28 said Licenses. -73- COMPLAINT

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1 189. Plaintiffs have therefore suffered loss and damage, namely the amount of the fees

2 which it would have received had Wordsearch been referred to it as a customer in accordance 3 with the Eyeliner Agreement. MEL seeks an account of all sums paid by Wordsearch to Mr 4 Maass and/he or said Maass Connected Parties or any of them and an order for payment of the 5 amount found to be due upon taking such account. As at the date hereof, MEL relies on the 6 invoice to Wordsearch referred to above in the sum of for approximately US$300,000. 7 Unlawful acts involving MSL 8 190. During the period from about April 2013 to September 2013 inclusive when Mr

9 Maass was involved in the management of MSL, Mr Maass committed breaches of the MEL 10 Licenses by licensing or permitting MSL, further or alternatively other Maass Connected Parties, 11 to exercise the rights granted exclusively to MEL (alternatively Mr O’Connell and Mr Rock) 12 thereunder, alternatively acting through the medium of, and/or deploying MSL, further or 13 alternatively other Maass Connected Parties, as the vehicle for doing so, and/or by causing, and/or 14 permitting, and/or authorizing, and/or procuring that the infringement of the said Licenses, further 15 or alternatively by joining together with and/or colluding with and/or being party to a common

16 design with MSL further or alternatively such other Maass Connected Parties, to breach the said 17 Licenses. Such breaches involved MSL, further or alternatively other Maass Connected Parties, 18 under the direction and control of Mr Maass and Mr Rock, carrying out work, or offering to carry 19 out work for customers or potential customers allocated to MEL by the terms of clause 24(d) of

20 the Eyeliner Agreement, and/or further selling Foil which belonged to MEL to such customers. 21 191. Mr Maass engaged in and /or procured, caused, authorized, permitted, and/or 22 colluded in the following unlawful acts: a. the misappropriation by MSL of information, further or alternatively confidential 23 information belonging to MEL, in the form of customer information, prospective 24 customer information, and sales information; 25 b. the use of MEL’s patented demonstration equipment located at its demonstration 26 studio at 35 Portland Place to make offers for sale of Foil and projection apparatus 27 which were the subject of Registered and Future IP (within the meaning of the 28 Eyeliner Agreement); -74- COMPLAINT

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c. the use of MEL’s sales and marketing materials, such as sales and marketing 1 brochures and videos; 2 d. the use, to the exclusion of MEL, of the website and email addresses which MSL had 3 shared with MEL; 4 e. the infringement of ‘Musion’ and ‘Eyeliner’ trademarks which were licensed to MEL; 5 f. the offer for sale to customers of Foil which was owned by MEL, which had 6 purchased it from MSL for £220,376 on or about October 20, 2012, further or alternatively the denial to MEL of access to the said Foil from about February 2013 7 (until MEL was able to obtain a quantity of Foil from the administrators of MSL in 8 about October 2013); further, to assist in enabling the offer of such Foil for sale, Mr 9 Maass procured and/or colluded in the unauthorized and fraudulent purported transfer 10 of the said Foil from MEL to MSL in about April 2013. 11 192. By reason of these breaches Plaintiffs have suffered loss and damage, namely the 12 amount of the fees which MEL would have received had it been able to offer customers in its own 13 territory sales of Foil and other services, and had it performed the said work for the said 14 customers itself in accordance with the Eyeliner Agreement in accordance with the Eyeliner 15 Agreement and/or supplied the said Foil itself. Plaintiffs seek an accounting and recovery of all 16 sums paid to MSL and Connected Parties as a consequence of the breaches. 17 193. Plaintiffs estimate that MEL lost sales of at least £172,000 (over $200,000) per 18 month during this period as a result of the said breaches, that figure being the difference between 19 its prior average revenue of approximately £180,000 per month and its average revenue during 20 the said period of approximately £8,000 per month. Further, prior to April 2013 MEL had 21 anticipated gross sales for the period May to October 2013 at over £2 million derived from a 22 ‘sales pipeline’ forecast produced on a monthly basis, not including Michael Flatley or his 23 companies, whereas the gross sales actually achieved in the period May 2013 to December 2013 24 were less than £8,000 per month and since then (until January 2016), sales from the MEL 25 Territories have averaged less than £20,000 per month. For the avoidance of doubt, Plaintiffs do 26 not confine themselves to the loses suffered in the period April 2013 to September 2013, since all 27 the losses referred to above are the consequence of Maass’s unlawful acts. 28 -75- COMPLAINT

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1 Unlawful acts involving MDH

2 194. MDH has since at least September 18, 2013 been engaged in the exploitation of 3 the intellectual property rights in respect of the Foil and Licensed Product in the MEL Territories 4 (all as defined in the Eyeliner Agreement) and/or carried out installations thereof for persons or 5 companies domiciled in the MEL Territories. 6 195. Maass committed breaches of the licenses granted to MEL under the Eyeliner 7 Agreement by licensing MDH to exercise rights which he had exclusively licensed to MEL 8 (and/or Mr O’Connell and Mr Rock for its benefit), further or alternatively MSL, under the terms

9 of the Eyeliner Agreement. 10 196. Maass is liable for the such action by MDH on one or more of the following 11 grounds: a. Mr Maass caused, and/or permitted, and/or authorized, and/or procured (by 12 inducement and/or incitement and/or persuasion) MDH to breach such provisions 13 and/or infringe such licenses or rights; further or alternatively 14 Mr Maass breached such provisions and/or infringed such licenses or rights through 15 the medium of and/or deploying MDH as the vehicle for the relevant acts; 16 b. Mr Maass joined together with and/or colluded with and/or was party to a common 17 design with MDH to breach such provisions and/or infringe such licenses or rights; further or alternatively 18 c. Mr Maass conspired with MDH to injure MEL and/or Mr O’Connell by unlawful 19 means, namely the breach or infringement of the said provisions of the Eyeliner 20 Agreement and/or the licenses granted thereunder, and/or the misappropriation of Foil 21 which is the property of MEL. 22 197. MDH has sold and or carried out installations of Foil to customers and/or others in 23 the MEL Territories and/or elsewhere in the world to persons domiciled in the MEL Territories 24 (as defined in the Eyeliner Agreement), further or alternatively has exploited intellectual property 25 rights in respect of Foil in the MEL Territories. 26 198. Further, MDH has falsely claimed to persons in the MEL Territories and/or 27 domiciled in the MEL Territories (as defined in the Eyeliner Agreement) that MEL has no right to 28 -76- COMPLAINT

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1 carry out Foil installations. a. Wingspan 2 i. Wingspan Productions Ltd (“Wingspan”) is a UK-registered TV production 3 company based at 34 Gordon House Rd, London NW5, which produces 4 programs for broadcast by inter alia the BBC. In or about late September 2013, 5 MDH, assisted by Mr Maass (acting as a de facto or shadow director), carried 6 out an installation of the Licensed Product, incorporating Registered IP and/or 7 “Future IP” (namely EPO pending patents of Fireproof Foil and Immersive TelePresence, owned by and registered in the name of MIP) for Wingspan at 8 TV studios in London, in connection with a BBC 2 broadcast entitled “Don’t 9 Panic – The Truth About Population”, which was subsequently broadcast. 10 ii. Plaintiffs estimate the value of the said contract at £35,000. 11 iii. Plaintiffs estimate the consequential loss arising out of the harm to MEL’s sales 12 relationship with the BBC to be in excess of £200,000. Among other things, 13 Wingspan produced and the BBC recently broadcast a follow up program to the ‘Don’t Panic’ program, again using the Foil, of which MEL had no prior 14 knowledge. The BBC has not conducted any business at all with MEL ever 15 since Maass refused MEL access to its demo studio in May 2013. 16 b. Icon:MEI 17 i. A business trading as ‘Icon MEI’, of 130 - 136 Maidstone Road, Sidcup, Kent, 18 (“Icon:MEI”) is or was at all material times a UK-domiciled business 19 providing live event technology and services, and a long-standing customer of MEL. 20 ii. On or about November 8, 2013, MDH licensed an MSL Registration (as defined 21 in the Eyeliner Agreement) of UK patent number 2 427 708 to Icon:MEI, and 22 invoiced Icon:MEI a sum of £12,500, plus VAT, for the supply and/or 23 installation of Foil, in respect of which it received payment. 24 c. Aston Martin 25 i. Aston Martin Lagonda Ltd is a company registered in England which 26 manufactures luxury motor cars. ii. In about early 2014 MDH carried out an installation of the Licensed Product 27 and or Foil apparatus in France for Aston Martin. 28 -77- COMPLAINT

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iii. MEL estimates that the value of the said contract exceeded £60,000. 1 d. Gadget Man 2 i. In about the spring of 2014 MDH licensed the Foil Apparatus (the subject of 3 Registered and Future IP within the meaning of the Eyeliner Agreement) 4 installed by Alf De Waal at the Portland Place, London premises of MEL for a 5 UK national television broadcast entitled “Gadget Man”. The Gadget Show 6 television program was previously an established customer of MEL. ii. MEL estimates the value of the said contract at £20,000. 7 e. Sysco 8 i. Sysco Productions Ltd (“Sysco”) is a UK-registered company based in 9 Godalming, Surrey engaged in business as a provider of audio visual services. 10 ii. In the summer of 2014 MDH made a test installation of Foil for Sysco; 11 thereafter MDH, further or alternatively Studio Tangram, further or 12 alternatively another person connected with Mr Maass, entered a contract with Sysco for a sum exceeding £110,000 to build the Foil apparatus installed in the 13 UAE Pavilion at the “Milan Expo 2015” of March to October 2015. 14 iii. The said Foil apparatus was thereafter installed by Mr Maass, and/or others 15 acting under his direction and with his assistance. 16 iv. When MEL wrote to MDH to complain, MDH’s solicitors Olswang wrote to 17 MEL on August 10, 2015 claiming that MEL had “no UK rights”. 18 f. Dealings with Elisabeth Berry i. Elisabeth (“Liz”) Berry is the owner of a number of UK domiciled businesses 19 engaged in live event production globally, including live events incorporating 20 Foil projection apparatus; 21 ii. Among the businesses Liz Berry owns or manages are Hologramica Ltd (a UK 22 company, number 07103807) and The Invisible Solution Ltd (a UK company, 23 number 05316947); 24 iii. Liz Berry and these companies acted as consultants to MEL and MSL from 25 about 2008 until about 2013, overseeing numerous high profile and prestigious public events for Musion clients such as “Randstad”, “Forever 21”, and musical 26 artists including Will.I.Am and the Black Eyed Peas; 27 28 -78- COMPLAINT

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iv. During the course of 2012/2013 Maass, by himself or in collusion with or 1 through Eventworks and/or MDH, began covertly supplying Liz Berry and her 2 said businesses with Foil, and she or they used the same to set up installations 3 around the world, in respect of the Licensed Product. 4 v. The direct revenue losses to MEL are estimated at a minimum of £55,000. 5 g. Dimensional Studios 6 i. Dimensional Studios Ltd (“Dimensional Studios”) is a UK registered company which provides marketing services to MEL. 7 ii. On November 13, 2015 Mr Maass caused MDH to send an email to 8 Dimensional Studios Limited, threatening legal action if it continued to trade as 9 a partner of MEL in the UK 10 iii. Mr Maass thereby acted in breach or threatened to act in breach of the licenses 11 granted to MEL under the Eyeliner Agreement, further or alternatively 12 unlawfully by unlawful means with MEL’s relations with Dimensional Studios Ltd, with the intention of cause loss or damage to MEL 13 h. Activities in Russia 14 i. MEL’s exclusive licensee in its exclusive territory of Russia is KH Consultants 15 Ltd (“KH”), an English company. On April 28, 2014 MEL executed two 16 Licenses with KH granting them and their associate company Holotechnologies 17 in Moscow the sole or exclusive use of Musion IPR principally for the Territory 18 of Russia. The License terms guaranteed payments to MEL from KH amounting to an annual minimum income in respect of Foil purchasing alone of 19 £120,000 per annum. 20 ii. In early 2015 Giovanni Palma made contact with associates of KH and in 21 collusion with Mr Maass and Maass’ patent attorney in Germany, Mr Gerber, 22 interfered with the business relationship between MEL and KH and attempted 23 to undermine the value of the Musion IPR and the value of the contracts 24 attached to it. 25 iii. Igor Ligunov, a potential customer of Holotechnologies, contacted Mr Palma concerning some prospective Foil installations in Russia and sought information 26 as what rights Holotechnologies and/or MEL had in respect thereof. 27 iv. Mr Palma told him that Holotechnologies and/or MEL had no such rights. 28 -79- COMPLAINT

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v. As a consequence Holotechnologies contacted MEL to complain about the 1 purported uncertainty in their rights, and subsequently informed MEL that they 2 were withholding further license payments until they were satisfied that MEL 3 were the exclusive rights holder. Although MEL responded in detail explaining 4 their rights, KH have failed to pay them any further license payments, instead 5 making just two payments, amounting to a total of €20,000, in respect of 6 individual Foils purchased. vi. In early January 2016, Gyuzel Yusipova received an approach from Olga 7 Cooper on acting behalf of MDH. Ms. Cooper is an employee of a company 8 called “360Move” based in Moscow. 360Move had previously been in 9 extensive discussions with MEL concerning acquiring exclusive rights in 10 respect of Russia during the course of 2012 and 2013. Ms. Cooper informed 11 Ms Yusipova that the owner of 360Move had met Giovanni Palma to arrange 12 for a partnership with MDH for a new hologram business in Russia. Further, Olga Cooper offered Ms. Yusipova employment on behalf of MDH, asserting 13 that Musion Events were “finished” in the Russian market. 14 vii. MDH and executives of 360Move have also approached associates of 15 Holotechnologies inviting them to join their partnership at the expense of their 16 association with MEL. 17 viii. MEL’s consequential losses to date are at least €200,000 in unpaid license fees 18 and reputational harm. i. The Musion Website 19 i. Since about October 2013, MDH has used the website at www.musion.co.uk to 20 make offers for sale of the Licensed Product (as defined in the Eyeliner 21 Agreement), in the MEL Territory and/or to persons domiciled in the MEL 22 Territories. The Musion website, the domain name “www.musion.co.uk” and 23 the Musion trademark are within the definition of ‘Future IP’ under the Eyeliner 24 Agreement, and MEL is the exclusive beneficiary of such IPR in the UK 25 pursuant to the license at clause 2.4(d)(i) of the Eyeliner Agreement. ii. As a result of MDH’s use of the Musion website, substantially all of MEL’s 26 prospective customers contacted MDH instead of MDH, to enquire about Foil 27 based video services and apparatus. 28 -80- COMPLAINT

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j. Approximately 30 to 50 sales leads per month in respect of potential customers 1 allocated to MEL under the Eyeliner Agreement were pursued and/or or appropriated 2 by MDH in collusion with MR Maass, and/or by Mr Maass. They included at least 3 the following (the Plaintiffs do not know the full titles of these entities): 4 i. “MindShare” 5 ii. “Spark 44” 6 iii. Think Ltd iv. Renegade Pictures 7 v. “Novartis” 8 vi. “The Splash Partnership” 9 vii. “Spring Creative” 10 viii. “Litmus”; 11 ix. “High Scream” 12 x. “SCM World”; xi. “Gung Ho”; 13 xii. “Blue Rubicon” 14 xiii. “Wardman (Audi)” 15 xiv. “Airbus” 16 xv. “CandySpace” 17 xvi. “Pinnacle MC Global” 18 xvii. “Caterpillar UK” xviii. “Haskoll Architects” 19 xix. “The Gate Films” 20 xx. “The Volume Group” 21 xxi. “Plane Jane Events” 22 199. Plaintiffs seek damages as a result of these breaches and infringements. 23 MEL’s Foil 24 200. To facilitate the breaches, MDH (both Maass Connected Parties), supported and 25 colluded with by Mr Maass, falsely asserted that MDH had acquired from the administrators of 26 MSL a substantial stock (approximately 20,000 square metres) of flame retardant Foil (as defined 27 in the Eyeliner Agreement) pursuant to an asset sale agreement dated September 18, 2013 28 -81- COMPLAINT

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1 between the administrators of MSL and MDH.

2 201. In addition, during the week of October 7, 2013, Mr Maass instructed installation 3 of a Foil measuring approximately 6m x 4m at the MDH studio premises at 35 Portland Place, 4 London W1 by Alf De Waal. This Foil was subsequently used in the Gadget Man show alleged 5 herein. 6 202. The said Foil was at all material times and is the property of MEL, which had 7 acquired it from MSL on or about October 20, 2012 as set out above. MEL’s said Foil has been 8 sold by MDH and/or Mr Maass in the course of business for a price of approximately £500 per

9 square meter. 10 Proprietary Information Regarding Future IP and the Licensed Product 11 203. Further, to facilitate the alleged breaches, Maass also unlawfully procured the 12 transfer to MDH of proprietary, confidential information and trade secrets belonging to MEL 13 (and/or MIP) together with other marketing and technical materials owned by MIP and licensed 14 to MEL, in respect of Future IP and the Licensed Product. These included information in or in 15 respect of the following categories of asset (as defined in the Asset Sale Agreement of September

16 18, 2013, the relevant clauses of which are cited below): a. Business Information (clause 1.1.9); 17 b. Business Intellectual Property Rights (clause 1.1.10) 18 c. Computer systems (clause 1.1.19); 19 d. Customer Database (clause 1.1.21); 20 e. Customers (clause 1.1.23); 21 f. Domain Name (clause 1.1.28); 22 g. Goodwill (clause 1.1.39); h. Intellectual Property Rights (clause 1.1.42). 23 24 Unlawful Acts involving Studio Tangram 25 204. Studio Tangram was until about February 2014 a licensee of MSL pursuant to sub- 26 licenses granted by MEL. All of the income arising out of the license to Studio Tangram was 27 invoiced by and accrued to MEL, in accordance with the Eyeliner Agreement. 28 205. Studio Tangram has since at least April 2011 been engaged in the exploitation of -82- COMPLAINT

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1 the intellectual property rights in respect of the Foil and Licensed Product in the MEL Territory

2 of Italy. Following the sale of MSL Business Assets in September 2013 Studio Tangram began 3 expanding its Musion operations (all as defined in the Eyeliner Agreement) and/or carried out 4 installations thereof for persons or companies domiciled in the MEL Territories. 5 206. Maass thereby committed breaches of the licenses granted to MEL under the 6 Eyeliner Agreement by licensing Studio Tangram to exercise rights which he had exclusively 7 licensed to MEL, further or alternatively MSL, under the terms of the Eyeliner Agreement. 8 207. Maass is liable for the actions by Studio Tangram on one or more of the following

9 grounds: a. Mr Maass caused, and/or permitted, and/or authorized, and/or procured (by 10 inducement and/or incitement and/or persuasion) Studio Tangram to breach such 11 provisions and/or infringe such licenses or rights; 12 b. Mr Maass breached such provisions and/or infringed such licenses or rights through 13 the medium of and/or deploying Studio Tangram as the vehicle for the relevant acts; 14 c. Mr Maass joined together with and/or colluded with and/or was party to a common 15 design with Studio Tangram to breach such provisions and/or infringe such licenses or rights; 16 d. Mr Maass conspired with Studio Tangram to injure MEL and/or Mr O’Connell by 17 unlawful means, namely the breach or infringement of the said provisions of the 18 Eyeliner Agreement and/or the licenses granted thereunder, and/or the 19 misappropriation of Foil which is the property of MEL. 20 208. Studio Tangram has sold and or carried out installations of Foil to customers 21 and/or others in the MEL Territories and/or elsewhere in the world to persons domiciled in the 22 MEL Territories (as defined in the Eyeliner Agreement), further or alternatively has exploited 23 intellectual property rights in respect of Foil in the MEL Territories. It has done so at least in 24 connection with installations at AC Milan Football Museum, the Milan Expo, and an Italian 25 airport. 26 209. Studio Tangram openly trades using, inter alia a large demonstration studio 27 containing a Foil installation, and a website at “www.olgrammi3d.it” which carries the Musion 28 -83- COMPLAINT

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1 trademark (the property of MIP), and on which it refers to and purports to be entitled to exploit

2 intellectual property rights which are licensed to MEL (and/or Mr O’Connell and Mr Rock for its 3 benefit) under the Eyeliner Agreement, namely it’s the Registered IP and Future IP, and which 4 displays video footage which is the property of MEL (including inter alia video footage of the 5 burlesque performer Dita Von Teese). 6 210. Consequently, Plaintiffs have suffered loss and damages for which they seek 7 compensation. 8 Unlawful Acts involving Alf De Waal

9 211. Alf De Waal is the ‘Technical Director’ of Eventworks and has been described by 10 Mr Maass as his best friend. 11 212. Maass has committed breaches of the licenses granted to MEL under the Eyeliner 12 Agreement by licensing Mr De Waal to exercise rights which he had exclusively licensed to 13 MEL, further or alternatively MSL, under the terms of the Eyeliner Agreement. 14 213. Mr Maass is liable for the such action by Mr De Waal on one or more of the 15 following grounds: a. Mr Maass caused, and/or permitted, and/or authorized, and/or procured (by 16 inducement and/or incitement and/or persuasion) Mr De Waal to breach such 17 provisions and/or infringe such licenses or rights; 18 b. Mr Maass breached such provisions and/or infringed such licenses or rights through 19 the medium of and/or deploying Mr De Waal as the vehicle for the relevant acts; 20 c. Mr Maass joined together with and/or colluded with and/or was party to a common 21 design with Mr De Waal to breach such provisions and/or infringe such licenses or rights; 22 d. Mr Maass conspired with Mr De Waal to injure MEL and/or Mr O’Connell by 23 unlawful means, namely the breach or infringement of the said provisions of the 24 Eyeliner Agreement and/or the licenses granted thereunder, and/or the 25 misappropriation of Foil which is the property of MEL. 26 214. Mr De Waal has carried out installations of Foil to customers and/or others in the 27 MEL Territories and/or elsewhere in the world to persons domiciled in the MEL Territories (as 28 -84- COMPLAINT

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1 defined in the Eyeliner Agreement), further or alternatively has exploited intellectual property

2 rights in respect of Foil in the MEL Territories.

3 a. Immersive Limited and Holition 3D 4 i. In the period of approximately October to November 2013 Mr Maass, 5 alternatively Eventworks’ Technical Director Alf De Waal (described by Mr Maass as his best friend) acting in collusion with Mr Maass, carried out a 6 number of Foil installations in the United States pursuant to contracts with two 7 UK businesses, Immersive Limited, a design company, and/or Holition Ltd (a 8 company registered in England), a creative services agency, both based in 9 London, relating to Eric Prydz, a DJ and song-writer, and a customer of MEL. 10 ii. Such customers were allocated to MEL under the Eyeliner Agreement because 11 domiciled in the UK; iii. The Plaintiffs have suffered loss and damage as a consequence; the direct loss 12 in the form of the value of the said contracts is estimated at £45,000; the 13 consequential loss is estimated to be far greater. 14 b. As alleged herein, during the week of October 7, 2013, Maass instructed installation 15 of a Foil measuring approximately 6m x 4m at the MDH studio premises at 35 16 Portland Place London W1 by Alf De Waal; this Foil was subsequently used in the 17 Gadget Man above.

18 215. As a result of this misconduct, Plaintiffs have suffered losses and seek damages. 19 TRANSFER OF MEL WEBDOMAIN DATA, PROPRIETARY CONFIDENTIAL 20 INFORMATION, TRADE SECRETS, MARKETING COLLATERAL TO MSL, MSL IN ADMINISTRATION, MDH AND MDH PARTNERS 21 216. Digital Property. Maass or Rock or others acting on their instructions have 22 stopped MEL having access to their own computers, which are networked, by changing the 23 passwords which are needed to access them. They have likewise intervened to prevent MEL and 24 its personnel having access to their email. MSL and MDH are currently in possession of a large 25 quantity of commercial data which is the property of MEL, causing serious injury to MEL. 26 217. On August 1, 2013, O’Connell sent a letter by email to Rollings Oliver 27 accompanied by attachments. The letter addressed the difficulties and harm being caused to MEL 28 -85- COMPLAINT

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1 from being denied access to its computer-based data since July 3,, 2013. Access to this data was

2 cut off on July 3, 2013 by computer services provider NSIS on instructions from Uwe Maass. 3 Since then, MEL has been unable to access sales or supplier records and marketing collateral 4 critical to running the business. MSL on the other hand has been able to make use of both its own 5 data as well as proprietary data belonging to MEL. O’Connell has never received a response to 6 that letter. 7 ARGUMENTS CONTESTING THE MSL ASSIGNMENTS TO MIP ON MAY 29, 2013 8 218. As for the remaining assignments of IPR, including the trademarks, from MSL to

9 MIP, on May 29, 2013 (several weeks before MSL’s forced bankruptcy at the hands of Maass and 10 Rock unlawfully seeking a pre-arrangement with the administrators), O’Connell executed a 11 number of assignments from MSL to MIP under which MSL’s intellectual property rights 12 (including any licenses) were assigned and transferred to MIP in which O’Connell, Rock and 13 Maass each has a one-third ownership interest. There are minutes of an MSL directors’ meeting 14 on June 21, 2005 confirming that: 15 “Ian O’Connell and/or William James Rock are hereby authorized by the Board of

16 Directors of the Company, with immediate effect, to execute Deeds of Assignment, Power 17 of Attorney or other such written instructions as required for prosecution of intellectual 18 property rights (IPR) vested in the Company.” 19 219. O’CONNELL feared for the security (Debenture) he owned. At the time of the

20 assignments from MSL to MIP in May 2013, O’CONNELL was owed a sum in excess of 21 £100,000 in respect of personal expenses directly incurred in legal action taken to protect the 22 assets of MSL and in consequence, his security.

23 220. In May 2013 Rock refused to agree reasonable board resolutions proposed by 24 O’CONNELL to reinstate arbitration proceedings against Maass and protect the interests of MSL 25 (as well as MEL). Maass furthermore reneged on an earlier agreement to recuse himself from 26 voting on behalf of MSL in matters which he was clearly conflicted (e.g. whether MSL should re 27 instate its claim in arbitration against Maass for breach of Eyeliner). 28 221. Discussion and subsequent email from Emma Bairstow of Deloitte May 19, 2013, -86- COMPLAINT

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1 confirming earlier “Recommendations” from Deloitte pursuant to Clause 4 of Eyeliner that all IP

2 was to be held in Musion IP, not MSL. 3 222. Itemized particulars of claims drafted with UK legal counsel advising MEL and 4 MSL during the course of May 2013 led O’CONNELL to conclude there was a claim against 5 Maass worth at least £1.5m. On documentary evidence alone there were found to be breaches to 6 Eyeliner Maass had procured prior to Eyeliner termination. 7 223. The maximum value ascribed to the MSL IPR arising out of the Collar IP Report 8 commissioned by administrators was £100,000. As a fixed charge holder, O’CONNELL’s

9 security has priority over unsecured creditors. The Collar IP report commissioned by Rollings 10 Oliver to value the IPR assets of MSL (paid for in part by James rock and account managed by 11 Neal Gossage) alluded only to licenses of IP and title to PG 2 Patent. Legal or beneficial title to 12 the trademarks was not considered by the Collar report and thus one would conclude at that time 13 to be an asset belonging to MIP, not MSL. This is consistent with the conduct of ROCK and 14 Maass at that time, in that they were “hedging their bets”. I.E. If the MSL assets were sold to a 15 third party then Maass and ROCK would claim Maass owned the patents and MIP the

16 trademarks, whereas if they had been successful in purchasing the assets pursuant to the Musion 17 Global Offer Letter of August 13, 2013 then both Maass and ROCK would contend the trademark 18 assignments of May 2013 were invalid because Maass did not sign the ALA of 2009 and 19 therefore ownership vested with MSL as it did not agree to assign beneficial title of the

20 trademarks to MIP. 21 224. The MSL assignments of May 2013 in O’CONNELL’s view was a transaction 22 subject to either further ratification or being voidable thereafter, according to the MIP

23 shareholders (which owned MSL). 24 225. The Musion Global Offer Letter of August 13, 2013 allocated £70,000 for the IPR. 25 Given that Maass and Rock controlled MGL and MIP at that time, it would appear that is the 26 value of the IPR nudging towards the “unencumbered” (Al-Attar’s phrasing in court addressing 27 Justice Warren) value given by Collar IP. 28 226. In the creditors report of November 2013 the administrators view was that MSL -87- COMPLAINT

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1 and MEL were operated as one company. In consequence, MIP, as the non-trading holding

2 company licensing to both MSL and MEL the IPR it beneficially owned, any transfer of IPR to be 3 held in the “Mothership” would amount to a transfer between common companies trading as one. 4 The Court of Appeal Judgment held the view that the value of MSL had already been decimated 5 (prior to administration) by the action of Maass purporting to terminate the licenses. The value of 6 the assignments therefore did not figure in the assessment of value for the asset purchase of MSL. 7 227. At the date of the Assignment on May 29, 2013, MSL was solvent and the MSL 8 directors Uwe Maass and James Rock knew MSL to be solvent at that time but conspired to

9 procure the assets of MSL to the exclusion of Ian O’Connell and to the further detriment of MEL 10 and MIP. Questions concerning the Company’s solvency arose only after their receipt of the 11 Winding-Up-Petition on July 3, 2013. 12 228. Initially, it was Mr. Maass who responded to a call from Vivian Bairstow, a 13 Licensed Insolvency Practiconer and partner at Begbies Traynor who was at that time instructed 14 by MEL. Mr. Bairstow provided a witness statement on July 19, 2013 recounting a telephone 15 conversation he had with Mr. Maass concerning the payment of the winding up petition sometime

16 between July 12-17, 2013. Maass claimed the claim for management fees was “a disputed debt” 17 even though Mr. Rock had earlier agreed the debt would be paid and Begbies had furthermore 18 provided written opinion that the debt was incontestable. Mr. Maass went on to tell Mr. Bairstow 19 that he [Mr. Maass] “was up for it” meaning he was ready to deal with the consequences of the

20 winding up petition. Mr. Maass added that he would “sell it on” which Mr. Bairstow understood 21 as meaning Mr. Maass was intending to sell the business of MSL ahead of a formal insolvency 22 procedure.

23 229. Shortly after that exchange, O’CONNELL received a bizarre and vitriolic email 24 from Mr Rock dated July 18. He complained that as a result of the presentation of the winding-up 25 petition, the bank had frozen MSL’s bank account. He then stated: “it’s such a cheap shot and you must be desperate. Anyway, we’ve got deep pockets and 26 ways round this so do your worst you cretin.” 27 230. O’Connell was very concerned at the time about that what Rock meant by this was 28 -88- COMPLAINT

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1 he had some unlawful means of evading MEL’s claims and the effects of the petition. As matters

2 turned out, Mr. Rock procured the initial appointment of administrators pursuant to and in breach 3 of the terms of the Debenture held jointly with O’Connell. 4 231. MSL owed no duty to the creditors other than in the normal course of business of a 5 solvent company and further, no duty to the administrators appointed by James Rock and Uwe 6 Maass more than two months later, in the knowledge MSL was balance sheet solvent. 7 232. If there had been any assignment of the PG 2/212 family of patents prior to May 8 29, 2013 by Maass purportedly had been executed (and O’CONNELL contends no such

9 assignment has ever taken place), then that transfer would have been in breach of Maass’ 10 restrictions under paragraph 2.3 of the Eyeliner Agreement and paragraph 6.2 of the Form of 11 Assignment because beneficial owners O’Connell and Rock did not consent to any prior transfer 12 of the ‘361 patent, no transfer fee was paid to them under paragraph 6.2.2 of the Form of 13 Assignment and the purported assignee (if it is not MIP) has neither agreed to nor complied with 14 the provisions of paragraph 6.2.1 of the Form of Assignment. 15 233. An additional reason to enjoin MIP in arbitration concerns the position of Uwe

16 Maass claiming he knew nothing of the IPR assignments from MSL to MIP on May 29, 2013. In 17 consequence Mr. Maass and his co-defendants, including MDH have claimed title to the MIP IPR 18 as bona-fide purchasers without notice. O’CONNELL and MIP refute these claims by Maass and 19 MDH for at least the following reasons:

20 234. By email dated May 30, 2013, Barker Brettell informed MSL of the assignments 21 made the day before and sent invoices with respect to the assignments to MSL’s accounts 22 department.

23 235. By email dated July 26, 2013, Ian O’Connell informed the MSL administrators of 24 his knowledge that the trademarks and asserted patents were held by MIP: “As at May 30th all of the IP with the exception of Maass’ patents but including the 25 Musion trademarks and patents were ALL registered to MIP limited and not MSL, in accordance with earlier written dictates of the MIP Shareholders including the Eyeliner 26 Agreement. In subsequent correspondence with MSL lawyer Mark Deem on July 3, 2013 Mr. Deem referred to the Musion trademark as being owned by and registered to MSL. 27 However, this question is easily answered by requesting a simple statement from Musion patent attorneys Barker Bretell who confirmed the status. Lucy Walker 28 [email protected] handles trademarks and Nicholas Braddon -89- COMPLAINT

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[email protected] manages the Musion patent portfolio.” 1 2 236. By two separate emails of July 30, 2013, MSL patent and trademark attorneys 3 informed the MSL administrators separately of the Patent and Trademark Assignments. 4 237. By email dated August 13, 2013, the MSL administrators acting for MSL sent all 5 purchasers (O’CONNELL included) an email concerning the broad conditions of sale for the 6 assets of MSL as part of a general notice sent to all prospective purchasers of the MSL assets. In 7 an open letter dated October 12, 2015 from administrator Chris Laughton, he confirmed all 8 prospective purchasers were sent this letter. The message clearly reflects the uncertainty

9 concerning the IPR Asset ownership:

10 “I have attached some information regarding the Company to enable you to formulate an offer. Most of the information is self-explanatory, however I would like to make the 11 following comments. There is a dispute over the ownership of some of foil stock, principally the 4m foil. The Joint Administrators will be looking into this issue, however 12 this may not be resolved prior to a sale of the business and assets of the Company. You will note that there are a number of physical assets that have been claimed by a third 13 party and the ownership of these would have to be resolved before they could be sold. However any offer can be made for the unencumbered assets or with caveats in respect of 14 the claimed assets. Schedules of the trademarks and patents are attached, however there is a dispute over whether the Company retains ownership in and has the right to use the 15 patents. Please note that this information has been provided by the Company or their advisors and no guarantee can be given to its validity”. 16 238. Mr. Rock has neither confirmed nor denied whether he knew of the assignments at 17 the time. Rock cannot recall since he has not had access to any Musion email accounts since his 18 removal from Musion on September 6, 2013. Rock admits IPR matters generally do not interest 19 him. However, in an email dated September 9, 2013 to O’Connell from senior MSL patent 20 attorney John Lawrence, he states (emphasis added): 21 “Dear Ian 22 Thank you for your e-mail. 23 I will look to see if we have the original signed copy of a 2005 order resolution. 24 My recollection of the events are as follows. You also have personal knowledge of what 25 follows already. You were the person we have always been dealing with. You had showed me your board mandate/company mandate in the past. You showed it to me again on that 26 day.

27 I had not received any communication from anyone else telling me that you were not a director of Musion, and that you were not authorized to act on its behalf. So far as I 28 understood, as of the date of signing, you were a director of Musion with a responsibility -90- COMPLAINT

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for intellectual property matters. 1 You showed me resolutions indicating that the patents/applications should be 2 transferred to Musion intellectual property. You said that you were a director of Musion systems Ltd carrying out an act that had been agreed beforehand. 3 I sent an email copy of the signed assignments to you at Musion , and at least to James, 4 and almost certainly others, shortly after the documents were signed ( the next day , I think). I also sent copies of invoices – for money in advance – to give us funds to apply 5 to record the assignments at the various patent offices.

6 I am not sure that I should say what Musion have done or not done since you have been removed as a director since our client is the company. It would be pointless Musion 7 telling me that those instructions were rescinded after they had actually signed the documentation. So far as I understand things, either you had authority to bind the 8 company on that day, or you did not. Retroactive attempts to take away authority that you had on that day, after the event, do not seem to be possible? 9 Yours sincerely John” 10 John Lawrence for and on behalf of Barker Brettell LLP 11 12 239. By email of September 20, 2013, six days before the MSL Asset Sale Completion 13 date, Plaintiff Uwe Maass (at that time a silent partner of Plaintiff MDH and further, an Associate 14 of Giovanni Palma) wrote to MSL solicitor Mark Deem concerning his knowledge of the 15 assignments. “Hi Mark 16 I just spoke with my Patent Lawyer [Mr. Gerber] 17 He has all the contracts and says that it is not possible that Ian can do that alone. He needs the signature of 2 directors for it [the patent and trademark assignments]. 18 Its not Valid Uwe” 19 20 240. In other words, Maass expresses the view that the assignments require two director 21 signatures to be “valid”. The assignment is a transaction subject to subsequent ratification and is 22 therefore not a void transaction but a voidable transaction.

23 241. Giovanni Palma and/or MDH also had notice of the assignments by either of an 24 Actual Notice provided by administrators during the course of sale negotiations, and/or an 25 Imputed Notice via his business partner and Associate Uwe Maass, and/or by way of Constructive 26 Knowledge in that a reasonable person instructing specialist UK IPR Counsel Olswang at the 27 time of the MSL Asset Purchase, with advance knowledge of the disputed IPR and access to 28 -91- COMPLAINT

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1 inspect MSL documents, would have been expected to investigate the ownership of IPR prior to

2 Sale Completion on September 26, 2013. 3 242. Maass wanted all IPR outside of trading company. This was pointed out in 4 discussion with Emma Bairstow in May 2013 and further confirmed by Maass to O’CONNELL 5 Counsel Tom Graham in cross examination during LCIA arbitration hearing on July 2, 2013. 6 O’CONNELL agreed with this position and Deloitte recommended this course of action too (see 7 below). 8 243. On June 22, 2010 Genevieve Moore from Deloitte sent an email responding to

9 Hewitsons’ enquiry from Laurence Evans requesting a note of the bona fide commercial reasons 10 for the acquisition. Both firms were instructed by MSL:

11 “The existing operating structure of the MSL group was inefficient and did not allow for IP to be managed or developed separately from the trading company. It also put the IP at 12 risk if MSL went under. In addition, the group were planning on further expansion and development of the business, and wanted this to be maintained and developed separately 13 from the existing operating company. Future IP would be developed in MIP and any licenses granted from this company, 14 providing separation from the existing trading company, MSL, and any other trading subsidiaries set up to develop the potential of the IP in different ways and territories. The 15 separation of ownership from MSL would also help negate potential conflicts of interest which may arise between MSL and the beneficiary of the license in another jurisdiction or 16 market. The transaction was undertaken for the future commercial advantage of the Musion 17 companies and to provide flexibility to their expansion and development”.

18 244. The assignments made no material difference to the value of MSL. The value of 19 MSL vested in the exclusive rights of license granted by Maass arising out of the Eyeliner 20 Agreement and MIP arising out of the ALA 2009. In return for the benefit of these exclusive 21 licenses, pursuant to both agreements, MSL was required to give up legal and beneficial title to 22 the IPR. Under Eyeliner, legal title was to be vested with Maass, with additional beneficial title 23 vested with O’Connell and Rock. Under the ALA of 2009, full legal and beneficial title was to be 24 vested with MIP, conduct contemplated by the earlier provisions of the Eyeliner Agreement. In 25 Court of Appeal Hearing Justice Floyd stated at Para 59: 26 “I recognise that the considerable uncertainty about the intellectual property rights 27 previously enjoyed by MSL was the consequence of the action taken by Mr Maass to terminate the Eyeliner Agreement. I also accept that this did have a significant effect 28 upon the value of the business and assets of MSL in September 2013 and reduced the -92- COMPLAINT

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price which any bidder was prepared to pay for them. Whether Mr Maass was entitled to 1 terminate the Eyeliner Agreement is an issue which will be decided in the arbitration”. And Para 63: 2 “….the purported termination of the Eyeliner Agreement by Mr Maass had a devastating impact upon MSL’s business”. 3 245. As a final point, the following email dated June 21, 2013 sent by Maass to a 4 number of different parties explains his own rationale for creating the false trading entity Musion 5 Dubai his continued use of claim in title to (via MDH) of the Musion Trademark: 6 “As I'm the inventor of the Musion name and trademark since 1997, long before any 7 contract was drafted and I still own it in Germany, MSL will keep the trademark .The original meaning is M aass U we Vi. sion. I hope that will help you all understand.” 8 FURTHER CONNECTED CLAIMS AGAINST MAASS (UM) AND ROCK (ROCK) 9 246. ROCK and UM refused to properly consider director’s obligations in respect of 10 accountability, business conduct generally and existing legal agreements specifically; failing to 11 consider or respond to financial statements, strategic management reports and other significant 12 information about the company affairs for which O’CONNELL and Musion management 13 prepared in the interests of the business and sought their input including but not limited to the 14 following key documents: MOU 2007 Eyeliner Re-organization, 2009 Financial split, Musion 15 Group historical sales performance, UM Licensee potential losses to MSL, sales return for IP 16 investment, Foil and total sales from the Licensed channel versus Musion direct, sales lead 17 distribution and Executive committee written decisions. This conduct applies to MSL, MIP and 18 MEL. Further: 19 a) Refusal to hold board meetings for MEL and MSL despite (in the case of MSL) 20 agreeing to do so after repeated requests from O’CONNELL. ROCK specifically refused to conduct an MEL board meeting with O’CONNELL despite repeated 21 requests to do so. The willful avoidance to attend proper discussions when required to do so amounts to a breach of a director’s duties and has resulted in dysfunctional 22 management. b) Maass issuing direct instructions to MEL and MSL staff in respect of their day to day 23 duties. In particular instructing Finance Manager Daren Hicks to withhold payment to 24 MSL suppliers Barker Brettell in respect of properly authorized invoices that that in some cases were 15 months overdue for payment. 25 247. Maass routinely interfered with day to day matters concerning Musion staff under 26 direct management of O’CONNELL, including Ainsley Henn and Vladimir Andonovic, 27 discussing matters which should properly include O’CONNELL. Such conduct amounts to 28 -93- COMPLAINT

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1 Maass assuming the role of de facto Director of MSL.

2 248. Further Allegations against Uwe Maass and James Rock include ROCK used his 3 MSL company credit card to make private purchases, including purchases for private travel and 4 entertainment. This conduct has recently been verified in a statement by an ex-employee of the 5 company (Ainsley Henn) in connection with an unrelated matter. ROCK use of MSL company 6 credit card for personal expenses over many years including train journeys to visit his son in 7 Nottingham, unauthorized entertainment and personal car repairs mounting to £20 000 or more. 8 This expenditure applies to MEL and MSL.

9 249. Mr Rock (with the assistance of Daren Hicks) falsely represented to administrators 10 and the solicitors he was instructing that there was a credit card debt due to him as a means of 11 using the Debenture to appoint administrators. 12 250. During the High Court hearing before Justice Mann on August 8-9 O’CONNELL 13 exhibited a copy of a spreadsheet, prepared by the Company’s former auditors, from the 14 statements in respect of a Company credit card of which Mr Rock had custody and was/is the 15 signatory, for the period November 2011 - April 2013. This lists: a) A total of £9,136.16 paid by the Company (through Mr Rock’s use of the company 16 credit card) in respect Mr Rock’s personal expenditure; this included e.g. over £1,000 17 worth of rugby shirts purchased for Mr Rock’s son’s rugby club (Mr O’Connell remembers an email in which Mr Rock said he didn’t want his son’s rugby club to get 18 “clobbered” for VAT); 19 b) A total of £7,847.82 paid by the Company in respect of items which it is strongly suspected relate to expenditure for Mr Rock’s personal purposes (including e.g. a 20 payment to the designer clothing boutique ‘Paul Smith’). 21 The total of both categories is nearly £17,000. And this is for only a limited period. 22 251. Rock in collusion with Maass breached the terms of the Debenture dated 23 September 18, 2009 by unilaterally appointing administers without the knowledge or consent of 24 O’CONNELL. Para 39 of Tom Graham’s Skeleton Argument dated August 7, 2013 explains 25 why the protection under the debenture referred to above is necessary for Mr O’Connell is 26 illustrated by the events which have occurred. A wrongdoer director, acting precipitately and 27 fraudulently, has managed to persuade the Administrators to accept an appointment in 28 -94- COMPLAINT

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1 circumstances where the Company MSL was solvent and the appointment is a nullity under the

2 terms of the debenture pursuant to which it was purportedly made, in that: a) Mr Rock (the Second Respondent) had no qualifying debt which entitled him to 3 exercise the power of appointment and/or 4 b) Mr O’Connell’s prior written consent was a necessary pre-condition to any appointment, and was not obtained. 5 c) Mr Rock had no qualifying debt - a matter which would undoubtedly have been 6 addressed had the prior written consent of Mr O’Connell been sought; d) Mr O’Connell would in any event have had the option of paying Mr Rock the sum of 7 £6,100 odd claimed by Mr Rock from the Company; 8 e) Mr Rock and Secantor kept Mr O’Connell entirely in the dark about the true state of the Company’s business and finances, including the fact that MSL was on legal record 9 disputing the £749,000 management fees Maass claimed was due to him by letter of 10 February 20, 2013; ROCK would have to have come clean if seeking O’CONNELL’s prior consent to an appointment; 11 f) Mr O’Connell would inevitably have been interested in considering the appointment 12 of administrators of his own, or at least one of two joint administrators (and indeed this has been raised in correspondence), and at the very least was entitled to the 13 opportunity to consider doing so, had that possibility been duly canvassed by Mr Rock 14 in accordance with the terms of Debenture, particularly in circumstances where, inter alia: 15 i. there was and still is an overwhelming need for the wrongdoing of Mr Rock and 16 Uwe Maass to be properly investigated and pursued in the interests of the creditors; and 17 ii. the wrongdoer directors and the Company have been depriving Mr O’Connell’s 18 company MEL of its equipment and stock; g) Mr O’Connell would undoubtedly have wished to be on a level playing field with the 19 wrongdoer directors as regards the consequences of an administration; he would have 20 been in a position to be far closer to that, and far sooner, had the Debenture’s terms been complied with, and Mr O’Connell’s prior consent sought. 21 h) Finally, it should be noted that, though asked, the Applicants have never explained 22 how or why clause 13.1.5 of the Debenture came to be ignored in the appointment process. It is presumed that they simply did not read the Debenture. 23 252. O’CONNELL claims that he has been excluded from the management of MSL 24 (and MEL) and that ROCK has, with the assistance of Maass and BILL HASSEBROCK, asserted 25 improper control over the management of and decision making in MSL, MIP (and MEL), there 26 having been no valid delegation of directors’ powers to ROCK or BILL HASSEBROCK under 27 the provisions of the company’s articles of association (“Articles”). Board meetings requested by 28 -95- COMPLAINT

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1 O’CONNELL have not taken place as a result of ROCK’s lack of cooperation. O’CONNELL

2 claims that discussions on significant business issues concerning MSL have taken place without 3 O’CONNELL’s consent or participation. 4 253. On or around August 31, 2011, O’CONNELL provided information on the 5 immigration status of BILL HASSEBROCK in the form of a memo and a letter attached to the 6 memo from Howard Kennedy Solicitors. ROCK has failed to take any action in respect of this 7 information. 8 Maass’ claim for monies due to him

9 254. O’Connell believes that Maass, in his own mind, justified the breaches of the 10 Eyeliner Agreement, together with taking and using, Flame Retardant Foil, on the alleged basis 11 that royalties were owed to him and in the mistaken belief that funds have been misappropriated 12 by Mr Rock and O’CONNELL through the vehicle of MEL or that we have otherwise wasted 13 money on patents that he felt were unnecessary. However MSL has a significant claim and set- 14 off claim against Mr Maass for the numerous breaches of the Eyeliner Agreement on his part and 15 the losses caused to MSL as a result.

16 255. As long ago as January 2011 O’CONNELL and ROCK acknowledged that MSL 17 owed Mr Maass management fees but O’CONNELL pointed out that we would need to consider 18 such things as what foil jobs had gone on in MSL territories. Nevertheless O’CONNELL 19 proposed then, in an email to Mr Rock and Mr Maass, we should agree the question of fees owed

20 now and fees owed moving forward. O’CONNELL proposed a figure of €240,000 plus 9% of all 21 MSL foil sales in future be placed in a loan account, held in the name of MSL in favor of Mr 22 Maass. MSL took specific legal advice on the point and in the light of that MSL proposed a

23 detailed mechanism to Mr Maass whereby repayment of any monies owed would be guaranteed. 24 Thereafter in an October 19, 2011 email O’CONNELL suggested that we settle his management 25 fee at €50,000. 26 256. In January 2011 Counsel acting for MSL in a UK Patent Infringement case 27 submitted a Skeleton Argument to the UK Patent County Court resisting an application for 28 security against costs from the defendants. Paragraph 22 of the Skeleton Argument references an -96- COMPLAINT

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1 amount of £288 000 due in director’s loans. This amount was the figure at that date MSL had set

2 aside as owing to Maass. Submissions made by counsel acting for both Plaintiffs and Defendants 3 referenced these loans as being material to the financial state of MSL. As matters turned out, 4 judgment was found for the Defendants and Musion was obliged to pay security plus costs 5 totaling over £60 000. Judge Colin Birss cited the loan amounts due to MSL directors relative to 6 the company’s assets meant that the ability of MSL to meet its financial obligations was largely 7 dependent on the goodwill of its directors (to whom monies were owed) and thus the Defendants 8 were entitled to security. As a result, during February 2011, O’CONNELL advanced MSL over

9 £300 000 so that the company could meet its immediate legal and trading financial obligations. 10 We were advised by legal and financial consultants that the matter of outstanding directors loans 11 needed to be addressed in future as a matter of some urgency. 12 257. Maass has alleged that O’CONNELL has kept money for himself. Indeed, on 13 December 13, 2013 Maass sent the following injurious and defamatory email to Robert Cooper, a 14 potential investor for MIP: “Hi Dennis, Robert 15 Im very sorry that you are bombarded by thees [SIC] criminals [reference to O’CONNELL and Andrew Brookes]. 16 But as it is always in live, where the good once are the bad-ones are not far. In the last 3 month I found out that Ian o Connell (MEL) stole more than 2mio pounds 17 from me and MSL in the last 7 years, Andrew Brooks sends out Invoices on his private account” although he is an Employee of Musion das Hologram. (He is under 18 Investigation for a criminal act.)” 19 258. Maass has alleged that O’CONNELL has cut him out as a director and spent

20 money on IP and lawyers. O’Connell denies keeping money for myself and alleges that Mr 21 Maass blames him for his removal as a director in 2009 and that, as a result, he has a personal 22 grudge. Mr Maass has often adopted a hostile and, at times, abusive attitude. It has always been

23 O’Connell’s intention to pay management fees owed to Mr Maas, subject to an adjustment being 24 made to reflect all his transgressions and the losses suffered by MSL as a result. 25 259. Between 2011 and 2013 O’CONNELL has made various attempts to resolve the 26 dispute with Mr Maass without immediate recourse to litigation. This included the request for Mr 27 Maass to allow a full audit of his activities to ascertain any fees due to him when set off against 28 the monies he has improperly accrued which should otherwise have been for the benefit of MSL. -97- COMPLAINT

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1 Mr Maass has refused such a request on two or three separate occasions. In February 2012

2 O’CONNELL proposed (by email dated February 22, 2012 sent to Mr Rock and copied to Mr 3 Maass and MSL lawyers) that prior to any further management involvement at director level from 4 Mr Maass we should have resolutions to the following: a) Registration of exclusive and sole licenses to his portfolio of patents (Maass Patent 5 Territories) in accordance with the 2007 Eyeliner Agreement 6 b) Cancellation of 2009 exclusive patent rights Maass unlawfully granted to his licensees in the territories of Germany, Japan, Spain and Sweden 7 c) Delivery of executed Non Exclusive Licenses from the above Licensees in order to give 8 proper effect to MSL’s sole or exclusive rights in the Maass Patent territories. d) An undertaking from Mr Maass no parties in the territories of India or Saudi Arabia 9 currently have any ‘Reseller’ rights to represent, sell or install Musion apparatus. 10 e) A deed of settlement to acknowledge that in return for revenues he had accrued to date from MSL territories and the stocks of MSL Foil he had previously acquired without cost, 11 any management fee due pending to Mr Maass from MSL as of Jan 2012 were waived. 12 f) O’CONNELL indicated that If Mr Maass agreed then he would be rightfully entitled to a seat on the board of MSL and further management participation in the business, including 13 full time employment in future subject to agreeing his role and package. 14 g) On March 18, 2012 O’CONNELL emailed Mr Rock and Mr Maass indicating to Mr Maass that if he wanted to in future continue being a part of Musion, including MIP, then 15 we had to resolve the issue of his compliance (with the Eyeliner Agreement) and 16 O’CONNELL made reference to his denying Musion, since July 2009, the benefit of its sole license in Germany while he diverted all Licensee income from Outstanding 17 Solutions to Eventworks instead of MSL, which amounted to causing Musion harm by 18 putting his own personal interests ahead of Musion. 19 260. Maass nevertheless continued to breach the Eyeliner Agreement, including the

20 disclosure of confidential information. On September 9, 2012 during a discussion with Ainsley 21 Henn (the former manager of Channel Business Development at MSL) Maass made significant 22 disclosure of confidential information concerning MSL’s business and detailed financial

23 information regarding Musion imparted to him in confidence as a shareholder. Mr Henn told 24 O’Connell that he spoke with Mr Maass for twenty minutes and that he was left with impression 25 that Mr Maass intended to inflict financial harm on Musion. 26 261. In addition, Mr Maass disclosed further confidential information to a customer, 27 namely that KME had paid 450,000 Euros for their license from MSL. This is highly sensitive 28 information which should never have been disclosed to a customer. The immediate impact has -98- COMPLAINT

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1 been that the customer, the BJP, reduced the value of the initial contract from $22m to a figure

2 under $15m. 3 262. O’CONNELL also became aware that Mr Maass had been in correspondence with 4 Bill Hassebrock, a former senior consultant to Musion and now a fierce adversary. O’Connell 5 knew this because when Mr Maass was in London for our meeting with Secantor in July 2012, 6 Mr Maass inadvertently left his mobile phone in O’Connell’s car. When O’Connell picked up his 7 phone to return it to Mr Maass, he noticed that there were a number of text messages to Mr 8 Hassebrock. O’Connell opened the message trail and found that Mr Maass had been in

9 correspondence with Mr Hassebrock since October 2011. In particular, Mr Maass had told Mr 10 Hassebrock that he intended to try to undermine the legitimacy of Musion’s Peppers Ghost 2 11 patent. 12 ADDITIONAL BREACHES OF EYELINER AGREEMENT – INDIA BJP 2012 13 263. India - In early April 2012, MSL supplied foil to one of its US licensees, AV 14 Concepts for the purpose of facilitating musical performances at the Coachella Music Festival, in 15 the US, taking place on the dates of April 15, 2012 and April 22, 2012. The performance featured

16 a 3D digital resurrection of the dead rap star Tupac Shakur. The performance received intense 17 media coverage worldwide and resulted in more than 120 million Google searches linked to the 18 Tupac hologram. Musion Eyeliner (and the brand Musion in particular) received massive global 19 exposure, the other associated parties including AV concepts, musical artist Dr Dre and content

20 developer Digital Domain also received positive media coverage on a massive scale. 21 264. No other event previously staged by MSL or any of its licensees has come close to 22 achieving exposure for the technology and the trade mark names of Musion and Eyeliner. In the

23 immediate aftermath of the Tupac performance, MSL enjoyed considerable interest for significant 24 business partnerships including an opportunity from an Indian organization entitled Kasu Mani 25 Enterprises (KME), a private company whose headquarters are situated in Bangalore, India. MSL 26 and KME entered into a territorial license of Musion IP, covering the geographies of India, 27 Pakistan, Sri Lanka, Bangladesh, Bhutan, Maldives, Nepal, Seychelles and Mauritius. 28 265. In accordance with provision 2.4 (i) of the Eyeliner Agreement, the licensing of -99- COMPLAINT

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1 the Musion IP in India was executed with the unanimous approval of the MSL board comprising

2 of myself and Mr Rock. This fact is evidenced by the signatures of O’Connell and Rock on the 3 appointee licensing agreement dated May 9, 2012, between MSL and KME. 4 266. During August 2012, MSL provided KME with technical services to demonstrate 5 the MSL technology for use by the ruling political party of Gujarat. This included MSL 6 supervising a demo to the Chief Minister. 7 267. Sometime on or about September 2 or 3, 2012 Mr Maass requested a copy of the 8 licensing agreement between MSL and KME. As Mr Maass was expected to attend a

9 shareholders meeting with MSL in London around September 5-7, 2012, it was decided to discuss 10 the matter then. 11 268. Mr Rock was reassured by Mr Maass that he had no involvement with the Indian 12 market and that he would take no steps to procure any business there. However following MSL’s 13 conclusion of the KME license, we discovered that Mr Maass was, without O’CONNELL’s 14 knowledge, in fact managing at least one installation for Image Engineering, India. 15 269. In the morning of September 6 the three shareholders of MIP/MSL met for a

16 shareholders meeting, the meeting was attended and minuted by Neil Gossage and Tim Waine, 17 Consultants retained by the Musion Group. 18 270. The first item of discussion in the morning of September 6, 2012 concerned an 19 approach Mr Maass had received from an Indian client in Dubai, in respect of a large project on

20 behalf of an Indian Political party, Bharatiya Janata Party (“the BJP”) the Gujarat ruling party. 21 After some preliminary investigation it was found that the project was the same as the project 22 MSL had attended on during meetings in India a week earlier.

23 271. During the shareholders meeting MSL received a number of phone calls from 24 various individual concerned with the project, including representatives from the Chief Minister’s 25 office and Messrs. Kasu and Mani, the owners of KME. During telephone discussions it became 26 clear that Mr Maass had made an offer to execute the said project without the need to involve 27 KME. At this point in time Mr Maass was encouraging Mr Rock and O’Connell to execute the 28 project directly with the BJP via a business intermediary based in Dubai. -100- COMPLAINT

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1 272. After some debate Mr Rock and O’Connell considered that Messrs. Kasu and

2 Mani had proper title to the project and at the request of KME drafted a letter with input from Mr 3 Maass, confirming that KME had the sole right to enter into such contracts and execute projects 4 in the territory of India, to which the three shareholders put their signature. 5 273. Sometime on or about September 9 or 10, 2012, Maass flew to India to meet with 6 representatives of the BJP and began negotiating to execute the project to the exclusion of KME, 7 this despite having signed the letter 3 days earlier acknowledging KME’s sole rights to enter into 8 such contracts for the territory of India. This is directly contrary to clause 2.4 (i) of the Eyeliner

9 Agreement and against the explicit wish of O’Connell and Rock. 10 274. On September 11, 2012, both Rock and O’Connell received, at separate times, a 11 number of phone calls from the BJP as well as KME. Rock also received unsolicited offers from 12 Mr Maass to purchase his shares in MIP/MSL followed up by text messages from Mr Maass 13 pressing for an answer. 14 275. As conversations unfolded between the BJP, KME and MSL, the value of the 15 project became apparent at being somewhere between $10-$15 million dollars. The BJP

16 attempted to exert pressure on Mr Rock and O’Connell to attend a meeting in India alongside Mr 17 Maass, in order to negotiate some kind of compromise agreement. They made it clear in verbal 18 representation by telephone, that the project will be cancelled if there was some doubt in their 19 mind that the licensing right’s MSL offered to KME were at risk of being circumvented or

20 compromised by the actions of Mr Maass. It was clear from telephone discussions between Mr 21 Rock, O’Connell and the BJP that Mr Maas was still at that time in India and making 22 representations that he was fully authorized to make installations of the MSL licensed product.

23 276. Following discussions with our licensee KME, later on the afternoon of September 24 11, MSL and KME agreed that the best course of action at this stage was to seek interim relief 25 from a UK court preventing Mr Maass from making further representations, which would cause 26 serious financial harm to both MSL and KME. 27 277. The BJP subsequently agreed to meet with MSL on September 18-19. 28 Fortunately, during this meeting, Mr Rock was able to reassure KME that MSL were intending to -101- COMPLAINT

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1 take action against Mr Maass.

2 278. The meeting of September 18 took place in Taj Hotel in Ahmadabad was attended 3 by management of KME, James Rock and representatives of the BJP. Rock provided those 4 present with redacted copies of the Eyeliner Agreement detailing the proper authority required for 5 the licensing of Musion IP in India together with a copy of the letter signed by three shareholders 6 during the meeting of September 6. Mr Rock was informed by Prashant Krishor, a representative 7 of the BJP, that he would meet Mr Maass during his visit but this did not happen. 8 279. Mr Rock, on behalf of MSL, KME and the BJP agreed verbally to a deal of $12m

9 to deliver 52 shows and 100 Eyeliner trucks. A number of installations were to include the 10 Musion Telepresence technology which is the subject of MIP and Holicom patent applications 11 253/MUMNP/2011, 275/MUMNP/2011 and 1366/MUMNP/2011 in India. In addition to the 12 contract an agreement was reached that for $1m the client would be granted exclusive rights until 13 2014 to use MIP IPR for any use in India connected with electioneering. In addition to this figure 14 Prishant Krishorof the BJP informed KME and Musion that in order to give proper effect to the 15 exclusive License from Musion he had no option but to consider paying Mr Maass $1m in order

16 for him to grant an exclusive license too, for fear Mr Maass would issue an unauthorized license 17 to a rival political party. 18 280. As of September 20th matters appeared to be in hand for KME to execute the 19 project contract with the BJP for MSL to provide the License, Foil and consultancy support

20 services to help KME deliver the project. With respect to these and the License to the BJP, MSL 21 agreed with KME that MSL would receive a sum approaching $2m, with a minimum guarantee of 22 $1.6m.

23 281. Based on Maass emails, the wishes of ROCK and O’CONNELL expressed in 24 previous open discussions between ROCK, O’CONNELL and Neal Gossage during the course of 25 2012, it had been categorically agreed that if Maass was pooling his Eventworks business into the 26 collective Musion pot (along with MSL, MEL and Holicom), to avoid potential for conflict later 27 [by UM having a financial “Bolthole”] it was categorically agreed that no separate business or 28 bank accounts would continue in Dubai. This position changed in early 2013 with ROCK and -102- COMPLAINT

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1 UM advocating the usefulness of a Dubai business allowing MSL income to be diverted for the

2 purposes of avoiding business and personal tax liabilities. 3 282. ROCK and Maass stated they intended to achieve this by keeping Eventworks 4 open in Dubai and routing certain supply and payment transactions through Eventworks rather 5 than Musion. Maass explained to O’CONNELL this intended method during shareholder 6 discussions in early April 2013. Maass asked whether O’CONNELL could agree to this as a 7 means of earning some “Bunce”. Maass claimed that he could cash money in Dubai, fly to the 8 UK and walk through customs with €100 000 cash to distribute between us all [as UK resident

9 directors]. O’CONNELL responded by saying that only legal tax efficiency was permissible. 10 Neal Gossage observed most of these discussions but did not comment.

11 BREACHES OF MIP/MSL FIDUCIARY DUTIES BY MAASS AND ROCK 12 283. The misconduct alleged above and herein also constitutes breaches of fiduciary 13 duty that Mass and Rock owed at least to O’Connell, MIP and/or MSL, including without 14 limitation diversion of business opportunities to Musion Global and other businesses together 15 with ROCK’s misuse of his company credit card. .ROCK subordinated his powers as a director

16 to Bill Hassebrock, allowing the latter to take decisions in the running of MSL that should have 17 been taken by the directors. 18 284. In failing to act on the information provided on the immigration status of Bill 19 Hassebrock, ROCK and Maass may have been in breach of their duty to exercise independent 20 judgment. Although Maass has also failed to take any action, he was not a director of MSL at the 21 time in question, but acted in at all material times as if he was. Therefore Maass was a shadow 22 director of MSL at all material times.

23 285. In failing to act on the information on Bill Hassebrock’s (BH) immigration status 24 and in misusing his company credit card, ROCK should have known the importance of taking 25 immediate action on the information provided on BH’s immigration status in order to protect the 26 company from potential criminal sanction and also ought to have known that it was inappropriate 27 to use a company credit card for private purposes. Moreover, it is clear ROCK is an experienced 28 -103- COMPLAINT

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1 company director and likewise ought to have known that his conduct in both matters was

2 inappropriate. 3 286. By diverting business opportunities away from MSL and failing to pay for Foil, 4 Maass and ROCK have breached their fiduciary duties as directors of MSL. Both the diversion of 5 business opportunities and the failure to pay for Foil are obvious conflicts of interest enabled 6 Maass and/or Eventworks to secure a benefit which should have accrued to the shareholder of 7 MSL and in turn the shareholders of MIP. Maass knew of the business opportunities he diverted 8 in 2010 (after his removal as a director).

9 287. ROCK’s use of his MSL company credit card for private purposes was not in the 10 best interests of MSL and ROCK has breached his duty as a director of MSL to promote the 11 success of the company. ROCK’s misuse of his MSL company credit card may also constitute a 12 breach of his duty as a director of MIP because it does not promote the success of MIP to use a 13 credit card of its 100% owned subsidiary for private purchases resulting in lower income being 14 distributable to the members of MIP. 15 288. Kate Rock is further implicated in the Connected Claims because she is the sole

16 director of Kate Rock Limited. Following the winding up petition of July 3, 2013 Mr and Mrs 17 Rock procured income from a number of MSL clients to be deposited into the bank account of 18 Kate Rock Limited. 19 289. Giovanni Palma is further implicated in the Connected Claims because during

20 September 2011 – December 2011 he conspired with James Rock and Uwe Maass under their 21 direction to purchase foil from Maass or Eventworks in breach of the terms of the Sales Agency 22 and License Agreement (SALA) between MSL and Studio Tangram dated February 14, 2011.

23 290. Giovanni Palma is also alleged to have played an active part in the alleged 24 Conspiracy to Injure O’CONNELL and the Musion Group generally. O’CONNELL contends his 25 motives were in part initially due to his knowledge of the confidential long term business plans of 26 the Musion Group (MSL/MEL/MIP) obtained by virtue of being invited to participate as an 27 investor sometime in mid-2011 combined with an intense personal dislike of O’CONNELL 28 stocked further by the vitriolic sentiments towards O’CONNELL from William Hassebrock, -104- COMPLAINT

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1 Maass and Rock openly shared with Palma during this period. The Musion Group Business Plan

2 dated July 2011 disclosed detailed future technology, IPR and project developments for Musion 3 and profit projections demonstrating the high profitability and significant revenues Musion was 4 anticipating over the coming 5 years to 2016. In a secretly recorded skype conversation with 5 Vladimir Andonovic (“VA”) on December 22, 2011. The video recording has been posted to a 6 private Vimeo link Evidence (22-11-2011) https://vimeo.com/132507416 PASSWORD: 7 2_Ev1DeNC3_@ Palma stated amongst other matters: At 1 min 45 PALMA and VA discuss a number of matters concerning Musion which in 8 the view of O’CONNELL include a number of internal, personally sensitive and 9 confidential information which ROCK or UM must have disclosed to PALMA.

10 At 4 mins PALMA claims he has sold 50 permanent installations in Italy, although neither of Musion Systems or Musion Events has any record of this sale or receipt of 11 income. Repeated again at 28 min 48 sec: “I have the purchase order.”

12 At 6 min 24 seconds PALMA claims he has a written Purchase Order for Foil worth 13 €1.5m. At 6 min 40 sec PALMA instructs VA to keep this information confidential, stating “You tell somebody who is not James, then you are dead!” This statement suggests 14 ROCK knew of this contract but later in the discussion PALMA states the Foil sale will not be routed through Musion (despite Studio Tangram being contractually obliged to do 15 so by contract) but through an alternative Uwe Maass Licensee [Eyeliner Definition] based in either of Germany, Sweden, Japan and Denmark. These comments suggest that 16 PALMA and Studio Tangram had already at this time been “turned” by UM to purchase 17 Foil from him, even though the entire income from Studio Tangram was the entitlement of MEL. This scenario appears consistent with other events at that time in which 18 O’CONNELL alleges ROCK and UM were colluding to divert business income belonging to MSL (or in this case, MEL) over to business controlled by Maass. 19 At 24 min 20 sec: “Anyway… I have a piece of paper which says I am the exclusive 20 Licensee for Italian market” 21 At 24 min 40 sec: “I stand on the side of Uwe Maass and James Rock” At 26 min 27 sec: PALMA discloses to VA a business model of UM Foil partnership 22 previously unknown to O’CONNELL. PALMA states UM provides his resellers with 500m of Foil free of charge and then takes 50% of the income only once the reseller 23 makes a sale. From this disclosure it appears to me UM induced PALMA business away from MEL. 24 25 PALMA MENACING AND DEFAMATORY REMARKS DIRECTED TOWARDS O’CONNELL 26 9 min 50 sec: “I was told just 4 days ago Ian was reported to the police [PALMA does not 27 particularise who told him and the nature of alleged crime]. 11 min 54 sec: “If Ian sets a foot in Italy, he’s going to get shot….” 28 -105- COMPLAINT

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12 min 19 sec: “Business wise this man [O’CONNELL] is completely useless and 1 worthless..I can definitely guarantee you that…” Continues until 13min 20sec 2 17 min 50 sec: “Ian was good to fuck up the Company [Musion]…” 19 min 27 sec: “They will have to give up Italy….Italy is not going to stay with 3 Ian…OK?” [Was this view planted by UM or ROCK or both?] 20 min 54 sec: “Ian did a lot of tax evasion” 4 23 min 15 sec “One person has everything to lose….. [O’CONNELL]” 24 min 15 sec: “He [O’CONNELL] ripped off a lot of people…” 5 24 min 50 sec: “That guy is without education, without knowledge….doesn’t know a 6 fucking shit about the whole thing”

7 PALMA DECLARES PEPPERS GHOST 2 [212 PATENT] “USELESS”:

8 22 min: “the Peppers Ghost 2 [patent] is totally useless by law….whoever finds this out can go to court make a deposition [?] and there is no longer a license in the Italian 9 market…Ooops!....America is in the same shit…there are quite a few places in the same shit….” 10 11 291. The final statement above bears a startling similarity to statements made by Uwe 12 Maass concerning PG2, suggesting that as at December 2011 Maass had already began disclosing 13 to third parties his views on the invalidity of PG 2 patents despite just a few weeks earlier in 14 September 2011 providing MSL solicitors three Statements of Truth as to the validity of the PG 2

15 Patents and subsequently, as Palma has, represented to the US Courts PG 2 is valid.

16 292. O’CONNELL is informed Giovanni Palma and his sister in their capacity as 17 executives of MSL Licensee Studio Tangram attended the meeting in Overath hosted by Maass 18 (“UM”) on December 15, 2012 in which Maass made public statements clearly intending to cause 19 harm to MSL and otherwise compromise its IPR. Pursuant to the SALA of February 14, 2011,

20 Studio Tangram should have reported the threat to MSL IPR, they didn’t. 21 293. In a further recorded skype conversation between Mr Andonovic and Mr Palma on 22 May 14, 2013. The video evidence is posted to a private Vimeo link Production call 14052013

23 https://vimeo.com/133539377 PASSWORD PALMA3V1d3nc3_4 (AUDIO FILE). References: At 14 min 21 sec PALMA mentions he called UM in Dubai but the call was answered by 24 Sharad. Sharad at this time was an MEL employee bound by his contract to MEL. 25 O’CONNELL interviewed Sharad on his return from this trip he made to Dubai, which Sharad claimed was authorized jointly by UM and ROCK. 26 At 14 min 40 sec VA reports to PALMA his concerns about UM conduct in trying to take over Musion. At 15 min 05 sec PALMA mentions UM owns a yacht, in addition to his 27 fishing boat. He mentions that UM also has two maids in hid Dubai residence. 28 -106- COMPLAINT

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At 18 min 35 sec PALMA reports to VA the plan of UM to take control of the company by 1 means of 3rd party dilution of both ROCK and O’CONNELL. PALMA appears to know 2 exactly what UM is up to. It is what he “hopes”. It would appear even at this point in time PALMA is in tight collusion with UM. 3 294. In a further skype recording dated September 23 (on the first day of the hearing 4 between the administrators and O’CONNELL in the Companies Court before Justice Warren, 3 5 days before completion of the MSL Asset Sale to MDH), Mr. Palma in his new role as MD of 6 MDH discusses a number of matters with his staff and Alf De Waal, Technical Director of 7 Eventworks. There are general discussions concerning the “mutual understanding” Maass and 8 Palma have with the administrators, in particular Mike Rollings. Additionally Palma refers to the 9 administrators’ “hatred” for O’CONNELL, resulting in the administrators “trying everything they 10 can to squeeze money out of him…” The video evidence is posted to a private Vimeo link as 11 Evidence (23-09-2013) https://vimeo.com/132507419 PASSWORD: @Ev1D3NC3_1@ and 12 further transcribed by UK Court approved transcribers Nunnery. References: 13 3 mins 18 secs: Palma states to the attending audience he has spoken to UM at least 7 14 times that day. UM and PALMA are clearly in very close contact at a time prior to the IPR Assignment of 26th September 2013. 15 16 General banter between PALMA, AW and UM indicating their relationship is a business partnership and further disclosing conduct between them indicating UM is acting very 17 much as a shadow director of the operation and that AW has been transferred from Technical Director of Eventworks to the post of Technical Director of MDH. References: 18 15 Minutes 12 seconds: PALMA confirms to AW that he is the Technical Director of 19 MDH. In earlier solicitor correspondence both Maass and MDH deny that AW is the 20 Technical Director, claiming he is merely a freelance. 21 Minutes 10 seconds: UM confirms to Mike Rollings in conversation PALMA is UM 21 partner, even though UM further qualifies his statement that he is publically only a consultant. Continues until 22 mins 35 secs. 22 29 Minutes 40 seconds: PALMA asks UM what to do about the Portland Place office. UM decides what should happen…. “End of Story”. 23 24 MDH confirms they made the show for Wingspan/BBC on September 24, 2013, in breach of MEL License exclusive to the UK. 25 Exchanges between UM, AW and PALMA in which they reference in jest PALMA links 26 to the mafia, which PALMA appears to enjoy. This is followed by reference to a conversation between UM and MDH employee Roisin Griffin in which it appears UM is 27 seeking material to send onto the administrators to undermine the reputation of 28 O’CONNELL. These conversations in O’Connell’s view echo the earlier witness -107- COMPLAINT

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testimonies alluding to a conspiracy amongst Maass and his associates to cause harm to 1 O’CONNELL personally. References:

2 18 mins 15 seconds: UM reports to PALMA that Roisin Griffin has found an email in which O’CONNELL describes her as a bitch. O’CONNELL has since questioned Roisin 3 about this incident and Roisin has denied any such conversation took place. The objective, according to UM at 18 mins 45 secs is “To fuck Ian up….because that is 4 extremely necessary now” 20 mins 5 secs: UM declares O’CONNELL to be mad and mentally sick 5 6 UM: “And he said, “Yeah, yeah, definitely, definitely. You know, tomorrow’s going to happen”. So I went to the girls now and Roisin found, I think, an email from Ian where 7 he tells her that she’s a bitch. [Transcript Page 10] PALMA: Okay. 8 UM: Yeah? And I told her send it to Kate. Kate’s going to forward it to the administrators and we’re going to take it then from there. You know, that he has another reason, you 9 know, to fuck Ian up, the administrator. PALMA: Yes. 10 UM: Because I think that is extremely necessary now for tomorrow. PALMA: He’s going to fight it tomorrow? 11 UM: He’s going to fight it tomorrow, yes. He took new lawyers, but he had only two days to brief the lawyers. So that’s going to be not very well prepared the whole thing. 12 PALMA: Yeah, and I know that (inaudible) refused the (inaudible) extension. UM: Yeah”. 13 13 mins 11 secs: UM confirms he has spent time with the administrators that day (following the administrators day in Court before Justice Warren). 14 17 mins 20 secs: UM describes a “stunning” day with the administrators. Conversation continues….. 15 20 mins 50 secs: UM reports to PALMA a conversation with Mike Rollings in which it appears Rollings knew and acknowledged UM to be behind the bid of PALMA/MDH. If 16 proven, this would appear to contravene rules governing the purchasing involvement 17 directly of connected parties. UM justification was that it was “My invention”. 21 Minutes 10 seconds: UM confirms to Mike Rollings in conversation PALMA is UM 18 partner, even though UM further qualifies his statement that he is publically only a consultant. Continues until 22 mins 35 secs. 19 22 Minutes 50 seconds: UM reports to PALMA that he apologised to Mike Rollings for his “threatening emails”. These are presumably a reference to the emails O’CONNELL 20 contends UM sent to administrators and John Textor during the bidding process in 21 order to depress the value of MSL further.

22 UM: “So that’s from Nick Rollings, the one. I have spoken to Ian and he seems prepared to (inaudible) because he agreed, Ian agreed, yeah, with -- Ian agreed with Kate already 23 that he is fine with it. [Transcript pages 10 and 11] PALMA: Of course he agreed because it is going to be cheaper for him to collect it 24 from the warehouse but -- This is very funny because he agrees on that and then he’s going to fight it. I mean, I don’t get it, but it’s okay. 25 UM: Yeah, nobody gets him. The guy is mad. He’s mentally sick. Ian is mentally sick. There’s something wrong. 26 PALMA: Well I hope tomorrow everything goes fine. How was Mike? Was he confident in getting (inaudible) tomorrow? 27 UM: Yeah. I mean, he thinks it’s the craziest thing he ever did in his life. This scenario, yeah? And he was amazed actually, you know. He said “You were the one who knew 28 everything, who was sitting above, briefing Gio who knew everything”. [Laughing] -108- COMPLAINT

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PALMA: He told you this? 1 UM: Yes, he told me that. And I said, and I said, “Look, man, it’s my invention. It’s my baby and these two clowns, yeah were running it into the ground everyday more and more 2 and I had to stop this and Gio is a really nice guy. He knows what he’s doing. He comes over so humble, but he’s actually very, very, very clever and focused and I’m 3 happy to have him as a partner now, yeah, although I’m only consultant” and he started laughing, “Yeah, yeah, yeah, yeah”. 4 PALMA: So he said I play well my part. UM: Yes. 5 PALMA: Mr. Rollings? UM: Yes. I said, “Come in the office if you want”. Yeah? “Have a look at the mood -- you 6 know, how the people are now reacting, you know, that they know Gio is the owner and I’m involved somehow”. [Laughing] and he said, “I believe you”. I said “If you give it 7 to James, Ian, Julie or John Textor it would have been a disaster. It would have been a disaster. This is the solution now. We all want to live with, all of us. It’s the staff, 8 everyone”. And he said “Yeah, I understand that fully and, you know, I will do my best tomorrow that it is all over and done”. So---- 9 PALMA: I only say it when they say, “I will do my best”. UM: He will do his best. I think he likes us both. 10 PALMA: Yeah.………Okay, that’s good. UM: Then we will find. Let’s now wait until tomorrow when it’s all done, I hope. If it’s not all 11 done we anyways have to wait until Friday. If it’s maybe done or whatever is going to happen. So I’m not going to make a decision on that. For now they’re going to have to 12 work for the next whatever two months in it. End of story. Until we find something nice and then we move. 13 PALMA: Agreed. 25 mins 45 secs: UM reports to PALMA about MDH employee Andrew Brooks writing 14 some invoices ahead of a bank account being set up. UM refers to the bank account: 15 “As soon as WE have the bank account”. Discussion continues about how the salaries are to be paid and suggests at 26 mins 25 secs that his wife Dalia Al Yacoubi sends some 16 money from Eventworks.

17 UM: What’s happening with the salary? How are we going to manage that? Shall I send -- Dalia send – do the salary? We have to find somehow a solution for that? [Page 13] 18 PALMA: Well---- UM: Or the staff has to wait just until the bank account is done. We move money on the 19 bank account and they going to get paid from that bank account, even if they have to wait one more day or two more days longer. 20 PALMA: It’s no possibility. I cannot send money on a bank account that doesn’t belong to me and that’s the Musion System Limited. 21 UM: No, no, no, no. You have to send the money on your new bank account. PALMA: Yeah, which is not there yet. Today they ask me---- 22 UM: Yeah, on Wednesday. 27 mins 25 secs: PALMA reports to UM that he was being quizzed by Daren Hicks 23 (financial controller) details of the loan from his family. PALMA instructed Mr Hicks should not declare the loan as this would be liable for tax in Italy. Instead, the monies 24 from his family should be reported as a donation, which is not liable for tax. PALMA 25 refers to a document from a notary. This needs further investigation.

26 PALMA: “Can you believe the English bank asked me a resume of my father? [Transcript Page 14] 27 UM: [Laughing] PALMA: (Inaudible) I called Daren and said “I’ve got no time to find the resume of 28 my dad. He’s been a businessman since 1973. Tell them. I mean, what do they want? -109- COMPLAINT

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Bank savings? I don’t know.” What do they want, these people? A resume from my dad. 1 They wrote down that I took a family loan. Do you know? And they said to him they cannot write down I took a family loan because they’re going to tell the Italian tax 2 department and that’s bullshit because if I take a loan, you know, it’s -- I have to pay taxes on it. I said, “It’s a donation”. He says to me, “We don’t have donation in 3 England”. And I said, “I don’t give a fuck. I mean I’m from Europe. You’re in England. In European law they have to accept it’s a donation”. I said, “I have the 4 paper from the notary, I can send you whatever”. So Darin said, “No, no, no, it’s okay. I will explain this and that”. Then they ask me to get this EIN for the IRS taxes department 5 in America. I did that on the spot, you know. I called the States and they gave it to me. Another silly thing, you know. The employee cannot phone them up at the office to pay 6 taxes. It has to be the owner. So I said to them, “Listen, is Bill Gates actually calling you up, you know, (inaudible) company?”and he says “(Inaudible) probably Bill Gates is 7 not the CEO”. “Ah, okay.” It’s crazy. Are you still there? UM: Yeah. 8 PALMA: So I paid the taxes for what’s his name, Daren and Ashema Mshema -- Shamima. So that one I did. I have here the handbook and the contracts and everything 9 else. I’m reading everything to get the better understanding of what are the rights of the employee and mainly the duties of the employees according to the English law. Uwe, 10 what are we going to do with the office? We cannot have seventeen people working in Portland Place. 11 UM: No, but for now we’re going to have it and that’s it”. 12 295. From the dialogue exchanged between Maass and Palma, Maass is clearly 13 instructing Palma in conducting the business affairs of MDH. The intention to arrange for 14 Eventworks to pay salaries of MDH further underlines the nature of a business partnership 15 between Maass and Palma prior to the MSL Assignment.

16 296. A further recording was made of a skype conversation between Maass, Palma, 17 Vladimir Andonovic and Alf De Waal on the evening of September 24, 2013. The entire 18 discussion lasts for more than 2 ½ hours and many different topics are covered. The video 19 evidence is posted to a private Vimeo link (24-09-2013) https://vimeo.com/132507417

20 PASSWORD: _3V1@D3nC3_3 and further transcribed. 21 297. Broadly, the key topics include discussion concerning preparations for a hologram 22 film shoot in New York on September 30th for the client Draft FCB. This client project is the

23 subject of an alleged USA W-8 IRS tax fraud perpetrated by Maass (UM) during the period of 24 MSL administration. The recording discloses Mr Palma’s (PALMA) knowledge of and direct 25 involvement in the project as well as that of Eventworks in Dubai. 26 298. These disclosures add further substance to Plaintiffs’ contentions that UM and 27 PALMA were colluding as partners in money laundering to divert business belonging to 28 MSL/MIP in the first instance through UK Limited Company Musion Global (as a front to appear -110- COMPLAINT

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1 legitimate and avoid USA withholding tax) and then via Eventworks Dubai by virtue of

2 employing their Technical Director Alf De Waal and additionally altering Eventworks’ UAE 3 trade license to bear the name of a fictitious entity Musion Dubai, to give the appearance of this 4 company being a legitimate Dubai branch office of Musion Global. The monies were then 5 invoiced as Musion Global and channelled to a UAE bank account controlled by Maass to avoid 6 UK Income Tax. At some point thereafter, the fronting company would be changed from Musion 7 Global to Musion Das Hologram. Evidence of how the fraud is perpetrated would include 8 receipts of monies crediting the private UAE bank account being traced to sales leads initially

9 processed by Musion Das Hologram (MDH) in the UK. O’Connell is informed by ex-employees 10 of MDH that PALMA travelled often to Dubai and indeed may well have obtained Dubai 11 residency.

12 References: 13 1min 14: PALMA responds to VA quip about being a proper fraud “Listen, I am a graphic designer”. This may be a veiled reference to PALMA being an expert in use of 14 photo-shop to alter documents. I am informed by ex-employees that PALMA or one of his associates may well have been responsible for organising alteration of the Eventworks 15 UAE Trade License to represent a UAE Trade License for Musion Dubai. References: 16 14min 30 sec – “Americans [Draft FCB client] want copies of the passport 17 24min 15 seconds: PALMA: “Switzerland is the money laundering capital of the world. Dubai is a piece of shit in comparison.” suggests PALMA favors Switzerland over Dubai. 18 1hour 27min 55 seconds: PALMA states he is paying for the [Draft FCB] Film Shoot 1 hour 49 mins 29 secs: UM suggests Eventworks can arrange the insurance for camera 19 hire in respect of Draft FCB film shoot.

20 Film shoot of September 30, 2013 was purchased from 21 MediaMix Studios (contact name “Joe”) 4 Pearl Court 22 Allendale, NJ 07401 Phone: (201) 262-3700 23 Nights/weekends: (201) 378-3035 Fax: (201) 262-3798 24 [email protected] 25 299. Discussions on persuading John Textor to change his stance concerning his earlier 26 hostility to the MDH bid for MSL Assets. In court that day O’CONNELL testified that Textor 27 had confirmed his earlier bid of $1m and the bidding process favoring MDH was unfair. On the 28 -111- COMPLAINT

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1 morning of September 25, Mike Rollings for the administrators submitted an additional witness

2 statement in which Textor appears to have reversed the earlier statements made to O’CONNELL. 3 The recording discloses this was achieved by Mike Rollings seeking assistance from UM and 4 PALMA to directly apply pressure on John Textor (which they did) in order to secure his about 5 face and discredit O’CONNELL in court. 6 300. General banter between PALMA, Alf De Waal (AW) and UM indicates their 7 relationship is a business partnership and further disclosing conduct between them indicating UM 8 is acting as a shadow director of the operation. PALMA claims he is in the process of buying

9 Eventworks, a partnership business entity owned by UM and his wife Dalia Al Yacoubi. 10 PALMA makes UM aware of a sales lead he has received for Milan Expo (MEL Territory) which 11 UM encourages PALMA to follow up.

12 References: 3min 35 sec – Joke reference to UM being a consultant. 13 26min 53 sec – UM complains to AW the hotel rooms in New York for Draft FCB are too expensive…continues references to UM being a “consultant” 14 27min 28 sec – UM refers to AW as his best friend – in earlier solicitor correspondence AW is described merely as a freelancer. 15 29min 50 sec – UM brings up once again the “New York Shit” [Draft FCB Hotel and arrangements]… 16 32min 05sec – PALMA states: “as soon as I have the money…as soon as WE have the money…” continues until 32 mins 50 17 39min 36 sec – PALMA to UM: “OUR bid was higher…..” 44min 12sec – UM states: “We [PALMA/UM] are solid…[compared to Textor who is a 18 dream]…” 54min PALMA: “I’m buying Eventworks….” 19 60 min 30 sec/62min 19 sec – UM begins dictating an email to PALMA for PALMA to send to administrators to undermine O’CONNELL valid claim as a creditor of MSL. 20 PALMA diligently types the message and recounts back to UM for his approval prior to sending to Mike Rollings… 21 1 hour 15 mins 15 secs: PALMA confirms “the partnership…I choose well my partners” 22 1 hour 28min 38 seconds: UM states the Girls [in the MDH office] emptied his credit card to make purchases for the [MDH] business. 23 1 hour 31 minutes and 23 secs: UM states he wants to change the license contracts PALMA and UM discuss the new license terms as if they are two directors. 24 1 hour 34 minutes 06 secs: UM explains to PALMA they should honour the license terms of certain contracts, in particular a license contract with the Turkish Licensee. 25 1 hour 41 minutes 35 secs: PALMA asks UM for a budget to rent a house in London for him, UM and AW. 26 1 hour 45 minutes 11 secs: UM states: “WE are running a company on private credit cards at the moment….” 27 2 hour 16 minute 20 seconds: PALMA details an enquiry from a pair of architects interested in an installation for Milan Expo. UM complicit in PALMA/MDH breaching 28 -112- COMPLAINT

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the exclusive license of MEL in UK/Italy. 1 2 301. Exchanges between UM and PALMA in which they reference a threat of physical 3 violence towards John Textor and O’CONNELL. This is followed by reference to a conversation 4 between UM and the father of PALMA. PALMA further refers to a visit he made in Dubai during 5 which he refers to a plan first suggested by UM wife Dalia Al Yacoubi for UM to lure 6 O’CONNELL to Dubai and criminally “set him up” [under a false pretence of a sexual assault 7 against one of Ms Yacoubi’s friends] to cause O’CONNELL to be arrested. Additionally Maass 8 and Palma discuss processes to murder O’CONNELL in either of Italy, Germany or Dubai,

9 should they be forewarned of O’CONNELL’s whereabouts in either of these locations. These

10 conversations in O’CONNELL’s view echo the earlier witness testimonies alluding to a 11 conspiracy amongst Maass and his associates to cause harm to O’CONNELL personally. This 12 adds further to O’Connell’s contention the litigation in the USA is motivated purely by personal 13 malice towards O’CONNELL. References: 42min 50 sec: PALMA states that if “he [John Textor] makes a mistake he is going to get 14 whacked….that’s how it works” 15 55min 20sec: UM references a short discussion with PALMA father claiming he is willing to give his son £2m, £3m, and “he will bury them all”….followed by PALMA claims that 16 he owns the [Studio Tangram] building in Italy and that Ian knows “I have money”. 1 hour 37 mins 30 seconds: PALMA jokes to UM suggesting he makes a menacing phone 17 call to O’CONNELL warning him of potential consequences of continuing the litigation. 2 hours 20 mins 15 sec: UM, VA and PALMA begin discussion of causing injury and/or 18 death to O’CONNELL. Continues 19 2 hours 23 mins 40 sec: PALMA recounts the idea from Dalia Al Yacoubi to set up O’CONNELL to be arrested in Dubai. This continues until 2 hours 26mins. 20 Extract from Nunnery Transcript Pages 65-68: 21 PALMA: So listen, listen. I go to the guy coming down, this is the guy, Uwe, that 22 when you were here you said “Tell him that he is under administration”. So he came. So I said “Who do you know in Sicily?” and he goes “Well, I’ve got friends in Palermo” and 23 I said in Palermo, no? [Names some families in Italian] and he goes, like, “Fuck me” in pure Sicilian. I’m like “Why is something wrong?” He says: “Those are very VIP 24 families” and I’m like “They’re only friends, man. I don’t do business with them. But if you have a problem maybe I can ask them?” Very complicated, they don’t understand 25 that below Rome in Italy it’s Mob. That’s what you deal with because otherwise they have no money. They don’t get it. Then they cry and they say “Oh shit, I got shot”. 26 You’re fucking with the wrong guy, what do you expect? Of course you get shot or a broken leg or something. You end up like Batiattoo that didn’t pay the bill. 27 UM: We should have done that with Ian, man. We really should have done that with Ian. PALMA: Let’s get it done. 28 VA: It’s not too late. -113- COMPLAINT

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PALMA: In Italy there’s a saying under the umbrella it doesn’t rain. 1 VA: How much money are you willing to pay for Ian to be shot or you only want him legs broken? 2 UM: No, baseball, baseball bat. VA: Only wheelchair? He can still go to court with wheelchair. They’ve got ramps and 3 everything in UK. PALMA: I don’t want Ian in a wheelchair 4 VA: Plus Social Services will pay him as well for the assistant to push him, so I don’t think you’re going to get away with that. 5 PALMA: Okay, listen. If you shoot him, and something I don’t want, is very cheap, okay. The problem is that if you give him only some damages, okay, according to what 6 he gets, okay, it depends on -- once you kill someone he can’t talk. UM: Much better. 7 PALMA: -- so is very cheap. If you leave them alive it costs more because there is always a chance some people prove wrong. There’s all the risk and the calculation. The 8 problem with Ian, I always told you, Vladimir, he lives on a fucking island. Tell me when he is on mainland. 9 VA: He’s going to Russia now. PALMA: Well he’s going to Russia. I need to know when and where? 10 VA: Where as in city or you want address? PALMA: Well of course you need to -- what you say, Moscow? 11 VA: We need to hack into his email account then. PALMA: As well you cannot do it now because it’s too close to the event, you 12 know. It’s like they’re going to look into it. VA: Of course they’re going to look into it. 13 PALMA: You know. That’s why I was thinking about the Serbian mafia. Your connection is better. 14 VA: Better, but also in this moment they’re going to be looking into it. UM: If he would be in Germany, he would be buried already. Because you give the 15 information, no family, no friends, nobody going to fucking care. They just going to take him bury him somewhere. Nobody will find him ever. He just vanish from on the 16 planet. End of story. And that is -- believe me in Germany that is a phone call. PALMA: Yes, but Uwe at the end of the day let’s face it we are just good people and 17 he is a criminal and that’s why it’s not going to happen to him, for now. VA: He’s going to bury himself. 18 PALMA: The best way ---- UM: If we lose tomorrow because of this idiot, do you know how much trouble that will make 19 for everyone and how much money it will cost for everyone? PALMA: If what? If he wins? 20 VA: Why you considering he will win? From what I hear it’s all sorted. UM: Yeah, but it’s still the Judge’s decision. 21 PALMA: Yes. Uwe, listen ---- VA: But if there’s no other buyer what the Judge will listen? 22 PALMA: Uwe, I remember a year ago I came to visit you and your wife gave us a very nice proposal and the proposal was invite Ian over, go out to dinner with a couple 23 of friends from Dalia, one of the ladies was, like, going to go to the police and say that Ian touched her butt. 24 UM: Yeah, yeah, yeah, yeah. PALMA: Remember? I mean there is the best. I mean invite him to Dubai. I dig 25 the hole in the desert, man. I don’t care. A full summer, forty-five degrees, I dig the hole, deep, you know and I put Ian inside and I cover it up and go. I would do it. But 26 here we are two good people. VA: That’s not a good plan. 27 UM: I have good guns in Germany with silencer. He doesn’t even hear when he dies [laughing]. 28 PALMA: At the end of the day, Vladimir, you have to understand one thing, at the -114- COMPLAINT

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end of the day it’s the Judge now. 1 VA: Listen, you don’t need to plan any murder as I’m pretty sure that the Judge will be, you know, conscious ---- 2 PALMA: I know, man, until I don’t see it. Yes, they be saying the same thing and I was like “Guys”. 3 VA: It’s all about money. They want to make more money. PALMA: It’s not about money, man. It’s about fucking English pride. I mean I’m 4 telling you. My lawyer told me. Ian goes there. Ian is English and he’s saying that he’s getting fucked over by an Italian together with a German. Man, this doesn’t make 5 sense at all. I mean Italy, you know, the boonger boonger comes to England and an Italian is behind the world leader of holographic projection taken away from London. 6 UM: And this thief from German, that Nazi, you know, is helping him. PALMA: So we are the Nazi and fascist, man, and they’re going fuck over 7 England once again. It’s not suitable to their mentality. VA: Yeah, but we’re in democracy here. 8 UM: Ah. PALMA: Sure, sure. 9 UM: That is not democracy. 10 302. Hologram USA of 301 North Canon Drive, Beverly Hills, California 90210 is a 11 Connected Party because Maass’ connection with Hologram USA is as a 25% shareholder, along 12 with Giovanni Palma (25%) and Alki David (50%). There exists an audio recording of a public 13 marketing speech Alki David made in London on September 10, 2015 on behalf of Hologram 14 USA and “Film On” in which he states MDH is a joint venture between Uwe Maass and Giovanni 15 Palma and that both Maass and Palma are his partners in the USA.

16 303. FilmOn TV Inc. and FilmOn TV Limited are businesses also owned by Alki David 17 which offer in the UK and USA Foil projection apparatus using the Musion IPR; Alki David is a 18 Greek billionaire (inherited) who is more notorious for violating intellectual property rights than 19 upholding them. See, e.g., MEET ALKI DAVID: THE BILLIONIARE HOLLYWOOD BAD

20 BOY BEING SUED BY EVERY TV NETWORK (available at 21 http://www.hollywoodreporter.com/news/alki-david-filmon-chris-brown-drake-charlie-sheen- 22 376000) (“As a result, Alki has been sued in federal court by CBS, NBC, ABC and Fox for the

23 copyright infringement that came with co-opting their network feeds to service his tens of 24 thousands of customers . . . Alki David sits back, admiring what he has unleashed.” 25 304. A key example of conversion: “Endemol Shine North America to Partner with 26 Hologram USA & FilmOn TV Networks to Distribute Various Series, Create Consumer Product 27 Spin-offs and Assist with Live Event Programming:” http://www.fierceonlinevideo.com/press-releases/endemol-shine-north-america-just- 28 entertainment-pact-hologram-usa-and-filmon -115- COMPLAINT

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1 Professional Advisors retained by MSL 2 305. Secantor Limited of 22 Regent Street, Nottingham NG1 5BQ and individually, 3 director Timothy Waine. Secantor failed to deliver the level of service and impartial advice as 4 represented they would in their Letter of Engagement and Terms and Conditions dated June 2, 5 2012. 6 306. During May 2012, O’Connell, Mr Rock and Mr Maass decided that we would seek 7 to resolve their differences through a mediation process and Secantor Limited (independent 8 consultant) was appointed at that time to assist with this process and to provide advice on other

9 matters including strategy, corporate governance and financial management. 10 307. In order to start the process, Mr Rock, Mr Maass and O’Connell agreed to meet 11 with Neal Gossage and Tim Waine from Secantor at a hotel in Marlow. The meeting took place 12 on May 28-29, 2012. It was apparent at that meeting that certain provisions of the Eyeliner 13 Agreement had not been actioned – in particular the recording of licenses on Maass patents, the 14 on-going disregard of MSL's exclusive rights to income from the licensed territories, the transfer 15 of Maass Licensee licenses to MSL when their existing agreements with Mr Maass expired, and

16 the payment of management fees to Maass. 17 308. Despite the obvious grounds of dispute, there appeared to be a general consensus 18 that the business would be more successful if the three shareholders were to work together. There 19 was agreement that Mr Rock, Mr Maass and O’Connell would move forward “together” and that

20 they would seek to develop mutual respect and trust for each other. 21 309. A further meeting was arranged by Secantor in London on July 10, 2012. It was 22 suggested that the business would be more successful if the companies selling Musion services

23 (MSL, MEL and Eventworks) were to be brought together. It was apparent at this meeting that 24 despite the assurances given at the meeting on May 28-29, little, if any, progress had been made 25 on resolving the past issues. 26 310. In view of the lack of progress a further meeting was planned for July19-20, 2012 27 in London. On July 18, 2012, Mr Maass indicated that he was unable to attend the meeting as he 28 was attending a meeting in Germany with a potential buyer of his shares in MIP. It became -116- COMPLAINT

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1 apparent at that time that Mr Maass no longer wanted to work with Mr Rock and O’Connell and

2 that he was seeking to terminate his involvement with MIP/MSL to concentrate on his 3 Eventworks business in Dubai. 4 311. Due to holidays and business trips, a further meeting could not be arranged until 5 September 6-7, 2012 in London. Although the meeting was planned to try to make further 6 progress to resolve differences between the shareholders, as set out above the first matter to be 7 discussed was the situation in India. Maass walked out of the meeting on September 7 and 8 apparently returned to Dubai that evening.

9 312. William (“Bill”) Hassebrock. As part of the programs investigating means of 10 raising money, in 2010 Musion obtained a modest government subsidy for O’CONNELL to 11 attend a number of business investment seminars organized by Entrepreneurs World (EW). EW describes its activities thus: 12 Ambitious business leaders seek out connections with each other. We share our insights and learning in a community of peers, which aids us in becoming more self aware. 13 We exchange our knowledge and experience of entrepreneurial leadership, modeling the 14 313. During an EW seminar in May 2010 that O’CONNELL made his first 15 acquaintance with William ‘Bill’ Hassebrock (BH), an American Citizen based in San Francisco,

16 who describes himself as a Venture Catalyst; that is, somebody who works alongside business 17 entities seeking to raise money. Typically, like Musion, these entities are small companies with 18 little or no fundraising experience. BH sets out in his Bio that he has extensive experience of over 19 30 years to provide the necessary expertise required to help emerging technology companies

20 grow. 21 314. After two or three meetings together with an exchange of several emails over 2-3 22 months O’CONNELL considered BH would be helpful to further Musion’s interests in raising

23 finance to support the company’s expansion of the business in USA. The issue was raised with 24 ROCK sometime in mid-July 2010 and initially ROCK was somewhat skeptical of BH though he 25 did agree finding a fund raiser for our US expansion was a useful objective. 26 315. Over the following months BH met and exchanged correspondence with both 27 ROCK and O’CONNELL in furtherance of obtaining a commission to act as a consultant to raise 28 money for Musion in USA. No formal contract was ever signed or agreed but there exists an -117- COMPLAINT

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1 extensive email trail setting out what BH would offer to Musion and the terms of his

2 compensation. 3 316. In mid-December 2010 BH was introduced to UM for the first time and following 4 group discussions over a number of days the 3 owners of Musion agreed to hire BH as a fund 5 raising consultant on a temporary basis starting January 2011. 6 317. Soon after his arrival in Musion BH proposed to O’CONNELL and ROCK that he 7 should be accorded the title of Interim CEO, Musion Systems Limited. He made persuasive 8 arguments to both directors that he could negotiate with professional investors more effectively

9 and raise money more quickly if he was seen as a key part of the management team rather than 10 (his words) “a hired gun”. 11 318. In January 2011 BH convinced O’CONNELL and ROCK that he would be able to 12 raise quick finance through a Convertible Loan Note offering to ‘Friends and Family’ of Musion, 13 including many of his own financial contacts. He anticipated closing the Note initially March 31, 14 2011. The Note required a minimum investment of £200 000 to close, with a desired maximum of 15 £700 000.

16 319. After budgets were drawn up in management meetings of January 2011 a figure of 17 around £500 000 was identified as being the minimum sum required to adequately fund the 18 business in the short term. 19 320. Sometime in early February 2011 BH purported to act as Interim CEO of MSL.

20 No formal board meeting or memo was made of the appointment. The earliest written reference 21 was an email from O’CONNELL to the team at financial advisors Deloitte advising them of his 22 appointment. Deloitte agreed to assist BH in a temporary fund raise and have since been

23 marginalized in any further fundraising activities. UM was not consulted or party to the decision. 24 He was advised of BH appointment by email afterwards. 25 321. BH’s began furtively developing executive powers – devising a Convertible Loan 26 Note for MIP/MSL, securing the agreement of MSL management in respect of 2010/2011 27 budgets and targets, establishing a company management structure, drafting the initial financial 28 prospectus as the Business Case document. The expanding management role of BH during -118- COMPLAINT

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1 March/April 2011 however went beyond fundraising and he embarked upon the division of work

2 roles and office space for each O’CONNELL and ROCK, against the express wishes of 3 O’Connell. 4 322. The change of track for investment structure began end of March 2011; including 5 BH ‘railroading’ a new Convertible Loan Note (CLN) for the entire Musion Group on the 6 grounds that he could now not raise money for MIP/MSL alone; the new CLN proposed 7 encompassing MEL and Eventworks which raised concerns with both O’CONNELL and UM. 8 This signaled the root of ROCK sentiment towards wanting all the Musion businesses “put

9 together in one pot” and the growing hostility towards O’CONNELL who maintained MEL as a 10 Licensee remain distinct from MSL/MIP. 11 323. BH proposed to Rock that O’CONNELL opposition to bringing MEL into the 12 Musion Group can be overcome using share options granted in favor of Alex Howes amounting 13 to 3% of the equity in MEL (in addition to his entitlement in MSL/MIP). The grant of this option 14 was intended to be used to create a majority vote in favor of bringing MEL into the Musion 15 Group, against O’Connell’s wishes.

16 324. BH stated that under VC funding, the new investors would be issued with new 17 preferred stock having enhanced voting and liquidation rights while the current owners will hold 18 a common stock which will result in the Musion founders having minority voting rights in the 19 future of the company. He further stated in the Business Plan that it is the intention in future to re

20 incorporate the Musion Group in the USA on the grounds that this is where the key investment 21 money is now and the final exit point is likely to be in future. O’Connell disagreed with this 22 vehemently.

23 325. This led to growing friction between O’CONNELL and BH beginning mid-April 24 culminating in angry exchanges between O’CONNELL and other members of the Musion team 25 following a meeting with Meritage Finance. In May 2011 ROCK and O’CONNELL discuss BH 26 role as O’CONNELL unhappy with BH. ROCK persuaded O’CONNELL to allow BH to 27 complete the 6 month spell the directors agreed to. O’CONNELL realized at this time that if 28 ROCK was intent on BH staying for a further 3 months, BH immigration status should be -119- COMPLAINT

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1 checked.

2 326. On April 22, 2011 O’CONNELL wrote to BH in response to a furious and abusive 3 email received from BH. O’CONNELL requested BH to provide a copy of his passport. He 4 declined and did not produce his ID documentation (only to ROCK) until August 12th after being 5 pressured to do so by the threat of legal action by O’CONNELL. BH issued his first written 6 invitation for O’CONNELL to leave Musion in and around that time in April 2011. 7 327. On April 24, 2011 O’CONNELL wrote a private letter by email to UM 8 highlighting his concerns over BH, in particular the need for personal background checks in the

9 wake of BH’s growing power and authority in the company. 10 328. On April 27, 2011 O’CONNELL contacted HR legal consultants Peninsula to seek 11 advice on BH legal status. BH had written to Musion management that from end of April 2011 he 12 was intending to spend 3 weeks a month working in the Musion offices. O’CONNELL believed 13 this may have been in breach of UK Border Agency (UKBA) rules governing the allowable 14 working activities of NON EC citizens staying in the UK on a visit visa. Peninsula provided 15 advice that was somewhat open ended stating on the one hand he may be subject to UKBA law

16 but alternatively could be construed as being just a consultant subject only to US Employment 17 law. 18 329. There followed an escalation of BH’s management role with ROCK’s growing 19 support affecting legal and IP issues May-July 2011, leading to further confrontation between BH

20 and O’CONNELL and BH email of July 22, 2011, asserting ‘the IP strategy has failed and 21 brought the company to the brink of financial disaster’ and further including the second threat for 22 O’CONNELL to ‘toe the line’ or leave the company.

23 330. On July 27, 2011 O’CONNELL wrote to BH and copied the fellow directors. 24 Following completion of 6 months’ work the letter addressed a number of significant points for 25 BH to respond to, including O’CONNELL’s concerns over his management style, his failure to 26 deliver any financing, the shortcomings of the company’s financial reporting for which he had 27 also assumed responsibility as well as his immigration status given his growing employment role 28 within Musion. On July 28, O’CONNELL wrote to UM and ROCK with a proposed agenda for a -120- COMPLAINT

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1 board meeting scheduled for August 3, 2011.

2 331. BH chose not to respond to these concerns prior to the board meeting. Instead 3 during the Executive Committee meeting of August 2nd he instructed James to call Uwe and 4 cancel the MSL/MIP board meeting planned for the next day. This instruction can be found in 5 the attached minutes of the Executive Committee meeting authored by HR Manager Jennifer 6 Tipping. 7 332. O’Connell disagreed with BH intention to cancel the board meeting but he 8 instructed James to call Uwe, insisting as CEO of MSL he should be present at any board

9 meeting. Since he was unable to travel to the UK until the evening of the 3rd, he proposed the 10 meeting should instead be postponed until the 12/13th August (now 14th or 15th). 11 333. After it became clear to O’Connell the board meeting was not going to happen he 12 raised these concerns with Rock on August 3 and 4. Rock dismissed them and said that as Bill 13 was a consultant and there was no reason for anyone to suppose that Bill needed an employment 14 visa and that O’Connell was simply scaremongering because he did not agree with Bill’s opinions 15 and wished to see him leave.

16 334. O’Connell pointed out to Rock that Bill has been very publically representing 17 himself as CEO (not as an Interim CEO) since April 2011 to all of our key customers and 18 suppliers, visitors to the demo studio, potential investors and the like. Bill had the title of CEO 19 on his Musion business cards which he handed out to everyone, including third parties of whom

20 Plaintiffs have no knowledge. 21 335. BH made false BIO claims, CFO claims, misrepresentations to Musion and 22 Peninsula re-employment status in breach of immigration rules, misrepresentation of his

23 relationship with Andrew Hall of EW, incitement of Musion directors to break the UKBA law, 24 failure to raise any finance, the alienation of key US licensee AVC and key potential investors 25 Masergy, Edge and Meritage, erratic and biased implementation (against O’CONNELL) of 26 corporate governance, unfair sales lead distribution favoring ROCK (subsequently leading to 27 ROCK diverting sales leads to UM and Eventworks), abusive behavior towards Musion staff 28 members (in particular Ainsley, Maria, Sanj and Vlad) and particular aggression towards -121- COMPLAINT

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1 O’CONNELL in the face of O’CONNELL concerns over his performance and immigration

2 status, failure to pre authorize excessive personal business expenses as earlier agreed, failure to 3 deliver on self-appointed responsibilities (in particular sales contracts, sales commissions, 4 financial reports for investors, Musion web site); cultivation of divide and rule culture between 5 O’CONNELL and rest of Musion. 6 336. By mid-August the feuding between directors, especially ROCK and 7 O’CONNELL had become intolerable. O’CONNELL’s position was that BH’s continued work 8 involvement with the company was both untenable and illegal and that ROCK and UM were now

9 complicit to this illegal act in the full knowledge that BH status was at best tenuous and open to 10 formal investigation. 11 337. On August 12, 2011 BH instigated and authored a letter of Musion Events Ltd, the 12 exclusive licensee in Italy, offering a sole License in Italy to Giovanni Palma of Studio Tangram, 13 an existing Non Exclusive Licensee in Italy of just 4 months standing. On August 18, 2011 Rock 14 proceeded to issue a sole license in the MEL Territory of Italy to an existing Non Exclusive 15 Licensee we barely knew at that time and know now to be a common hoodlum. The sole license

16 letter should have been accompanied with an exchange of an executed MOU which had been 17 drafted and which Musion IP lawyers had advised earlier that day was a necessity to issue as part 18 of the license. Their advice and O’Connell subsequent protests not to issue the letter of license 19 were shouted down by Bill in a meeting involving him and Rock. The advice and my protests

20 were subsequently ignored by Rock as he went ahead and issued the signed letter purportedly 21 offering a far reaching license without terms. 22 338. There is no Board minute from either MSL, MIP or MEL that BH should play

23 such a role in the company or that Rock should unilaterally sign sole license agreements. 24 339. The other two Musion directors refused permission to investigate BH further. 25 Indeed, ROCK on of August 11 and 12 unilaterally instructed Musion employment consultants 26 Peninsula (against express agreements made in Exec Committee Meeting of August 9th forbidding 27 any such unilateral behavior) to ‘drop’ their investigation of BH employment status. 28 340. O’CONNELL therefore personally retained Howard Kennedy, a London firm of -122- COMPLAINT

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1 solicitors specializing in matters of Employment and Immigration. Their letter of advice dated

2 August 31, 2011 set out clearly reasons why BH status was in conflict with UK Law. 3 O’CONNELL provided the letter of advice to ROCK and UM along with a proposed Musion 4 Board resolution setting out the course of action Mr. Chapelow recommended. 5 341. The reaction from ROCK was one of fury that O’CONNELL had taken 6 independent advice and moreover, by doing so, effectively hijacked his growing personal rapport 7 with BH working together in their largely unilateral management of Musion. However, 8 O’CONNELL was entitled to take the action he did to protect the interests on the Company and

9 additionally, pursuant to the terms of his Debenture. 10 342. At the same time ROCK continued to avoid opportunities to discuss important 11 company matters with O’CONNELL and specifically refused 3 individual requests from 12 O’CONNELL to hold a board meeting for both MEL and MSL. His erratic and unreasonable 13 behavior in the opinion of O’CONNELL [and others close to the circumstances of the parties] 14 was driven by envy and rage. 15 343. The continued presence and influence of BH specifically with ROCK and in the

16 affairs of Musion at that time was the key contributory factor to the corrosion in the relationship 17 between O’CONNELL and ROCK. 18 344. In summary, from May – September 2011 William Hassebrock assumed the role 19 of an executive officer for MSL with the support of James Rock (and later Uwe Maass) contrary

20 to specific instructions of O’CONNELL and in breach of UK and US immigration and 21 employment law. He further unlawfully interfered with the business affairs of MEL and MIP in 22 the same manner. Many examples of his conduct are documented. Below is one example

23 O’CONNELL discovered following the forensic imaging of Daren Hicks’ computer sometime in 24 June 2013. BH covertly instructed Hicks and Rock to remove or otherwise alter the bank 25 signatories mandate without the knowledge or consent of O’CONNELL: From: William Hassebrock [mailto:[email protected]] 26 Sent: 24 August 2011 18:21 To: Daren Hicks 27 Subject: RE: MSL new signatory mandate OK. Thanks! 28 -- Bill -123- COMPLAINT

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From: Daren Hicks [mailto:[email protected]] 1 Sent: Wednesday, August 24, 2011 7:31 AM To: William Hassebrock 2 Subject: RE: FW: MSL new signatory mandate No bank accounts for MIP as it is non trading. MEL has the same cover as MEL 3 daren From: William Hassebrock [mailto:[email protected]] 4 Sent: 24 August 2011 15:16 To: Daren Hicks 5 Subject: RE: FW: MSL new signatory mandate What about the bank accounts for MIP and MEL? 6 From: Daren Hicks [mailto:[email protected]] Sent: Wednesday, August 24, 2011 7:04 AM 7 To: William Hassebrock Subject: RE: FW: MSL new signatory mandate 8 Bill Not to worry I have covered this off with James directly. 9 Sorry for the confusion Daren 10 From: William Hassebrock [mailto:[email protected]] Sent: 24 August 2011 14:40 11 To: Daren Hicks Subject: RE: FW: MSL new signatory mandate 12 Daren, With all due respect, you have confused me throughout this email thread. First of all, you did tell 13 me you were simply responding to James' request to remove Ian as a signatory, so I thought this was all just some ordinary procedural issue. 14 Regarding James' concern, if two signatures are required for amounts £500, that seems to me adequate protection. However, the original email from Julia Whitehead includes a proposal for a 15 "MSL new signatory mandate." So which is it? Do we already require two signatures or do we need to require two signatures? I am still confused. 16 So, please let me know the current signatory requirements for all MIP, MSL, and MEL accounts as well as any proposals you may have for making changes. 17 Thanks, Bill From: Daren Hicks [mailto:[email protected]] 18 Sent: Wednesday, August 24, 2011 1:59 AM To: William Hassebrock 19 Subject: RE: FW: MSL new signatory mandate No need two signatories are required 20 D From: William Hassebrock [mailto:[email protected]] 21 Sent: 24 August 2011 04:42 To: Daren Hicks 22 Subject: RE: FW: MSL new signatory mandate I think requiring two signatures is more tactful than removing Ian altogether. Can you just make 23 that happen? -- Bill 24 From: Daren Hicks [mailto:[email protected]] Sent: Tuesday, August 23, 2011 6:57 AM 25 To: Musion Venture Subject: RE: FW: MSL new signatory mandate 26 Bill OK I may have confused you, let me recap. 27 On Thursday you said that Uwe and James had decided to remove O’CONNELL as a cheque signatory from MSL. The attached form is the method through which this is done. Item 4 on the 28 form is a board resolution and is required to change signatories at the bank. If the directors wish -124- COMPLAINT

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to continue with the action please inform me what the new signatory limits are, and they can be 1 anything you wish them to be but it would be best practice that two people sign for large amounts and they should be accessible. I gave an indication of the old limits in the email below for 2 reference. That should help, please advise how you want me to proceed. 3 Daren From: William Hassebrock [mailto:[email protected]] 4 Sent: 23 August 2011 13:41 To: Daren Hicks 5 Subject: RE: FW: MSL new signatory mandate I wasn't aware of this until now. Has there been previous discussion? I don't understand why this 6 is a problem. Sent from WMH mobile phone... 7 Daren Hicks wrote: Board has to sign the minutes for the bank as per application form 8 I thought ROCK and UM were going to sign? D 9 From: William Hassebrock [mailto:[email protected]] Sent: 23 August 2011 12:20 10 To: Daren Hicks Subject: Re:FW: MSL new signatory mandate 11 Daren - This is really a board decision, don't you think? 12 - Bill Sent from WMH mobile phone... 13 Daren Hicks wrote: 14 Bill I have the new signatory mandate for MSL. Can you advise the new signing limits which will 15 have to be confirmed by board minute. Many thanks Daren 16 From: Whitehead, Julia (Business & Commercial, Kingston) [mailto:[email protected]] 17 Sent: 23 August 2011 10:53 To: Daren Hicks 18 Subject: RE: MSL new signatory mandate Importance: High 19 Hello Daren Please find attached a new mandate for you to complete and return. 20 The current mandate is as follows: Daren Hicks - Signing Group B 21 Ian O'Connell - Signing Group A William Rock - Signing Group A 22 Signing Instructions - Up to £500 either one from Group A or Group B Signatory Two Group A Signatories can sign Unlimited amounts. 23 Kind regards Julia Whitehead 24 Senior Relationship Manager Assistant Kingston Customer Relationship Team 25 Business and Commercial Banking 62-68 Eden Street 26 Kingston upon Thames KT1 1EL 27 Tel 020 8939 8035 Fax 020 8549 6968 28 Email [email protected] -125- COMPLAINT

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1 Licensees of Maass, named co-inventors of IPR registered with Maass; 2 345. Sometime in mid-2012 O’CONNELL carried out a patent search using the 3 ESPACE patent database. O’CONNELL discovered an additional PCT patent application WO 4 2011/046505 A3 which listed Mr Maass as the inventor. The subject matter cites a number of 5 processes which MSL had previously disclosed to Mr Maass in confidence. Neither 6 O’CONNELL nor co-director Mr Rock was aware of the PCT application. Further, the 7 application had been filed by Mr Maass, Kjell Johannson (Mr Maass’ Swedish licensee) and 8 Michael Rahr (Mr Maass’ Danish licensee). The application was for a Telepresence invention

9 incorporating foil. 10 346. Paragraph 2.6 (e) of the Eyeliner Agreement states that all future IP shall be 11 registered in the name of MIP. Future IP is defined as inventions which relate to the use, 12 manufacture, installation or application of Foil. Musion’s standard SALA, which pursuant to 13 clause 2.4 (a) of the Eyeliner Agreement should have been executed by Mr Johannson and Mr 14 Rahr, also obligates all licensees to assign to Musion any IP which arises as a result of the 15 licensees association with Musion. In O’CONNELL’s view, this PCT application is Future IP

16 which should properly belong to MIP. Mr Maass has breached the Eyeliner Agreement both in 17 respect of his failure to ensure all IP is registered to MIP (para 2.6 (e)) and in his failure to 18 procure the execution of the Musion SALA by Mr Johannson and Mr Rahr (para 2.4 (a)). 19 Employees of MEL and MSL working directly for Maass and Rock 20 347. Employees of MSL acting under instruction of Maass and/or Rock to divert 21 business and income belonging to MSL to companies controlled personally by Maass and Rock in 22 breach of their employment contracts and wastage provisions therein. Maass and Rock did so

23 from their desks at the offices of MSL in Portland Place but all used personal email accounts to 24 correspond with MSL clients during administration, to avoid detection by administrators, in 25 furtherance of obtaining income on behalf of alternative businesses. Based on additional advice 26 received informally from legal counsel, it has been suggested threatening a private prosecution 27 where crimes have been committed. 28 -126- COMPLAINT

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1 348. There exists additional evidence in support of claims MSL and MEL has against

2 ex-MEL and MSL employees aiding and abetting Maass from about September 2012 until 2013, 3 when they were transferred to MDH. 4 349. MSL and MEL employees were bound by identical terms and conditions of the 5 Musion Employee handbook which at B and C of SAFEGURADS terms on page 11 provides 6 unequivocal directions concerning the return of company material and confidential information 7 and further page 14 WASTEAGE provision at 3 (b) entitles Employer hold employees 8 accountable for losses they cause the company through deliberate wrongful acts and/or

9 negligence. 10 350. All employees leaving MEL for MSL during the course of May and June 2013 11 (arising out of Maass’ inducement for them to leave) were delivered letters upon their leaving 12 date reminding them of their duties and obligations under their Employment Contracts. Most 13 ignored these letters since they believed MEL would be bankrupt and out of business within 14 weeks of their leaving. That is because Maass had expressed in open terms he would “Bleed MEL 15 Out”. The threat of damages claims against ex-employees (in particular Daren Hicks and Sharad

16 Kumar) could act as considerable leverage in “plea bargaining” to fast track evidence of 17 criminality in order to bring the key perpetrators to justice at expense of the Crown Prosecution. 18 351. Daren Hicks was the Company Secretary for MEL from its incorporation in 2008 19 and MSL since 2009. Hicks remains Company Secretary of MSL to this day. Maass is

20 responsible for assisting or directing Hick’s misconduct. The complaints against Hicks between 21 September 2011 until June 2013 while an MEL Employee are summarized as follows: a) Failure to properly allocate or account for costs between MEL and MSL in accordance 22 with the MSL, MEL & Event Works Financial Split Principles document dated July 2009 23 (the Principles). b) Negligently, deliberately and/or fraudulently managed MEL/MSL accounts to acquire 24 liabilities for MEL which Hicks knew were the liabilities of MSL. 25 c) Improperly allowed James Rock to charge the MSL credit card and further cause MEL and MSL to pay suppliers in respect of personal expenses Hicks knew were the obligation 26 of Rock; further claiming VAT on behalf of MEL/MSL for the same. 27 d) Deliberately and fraudulently signed contracts representing himself to be a director of MEL to bind MEL into financial obligations which rightfully should have been 28 -127- COMPLAINT

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obligations of MSL and in respect of which Hicks further failed to seek approval from an 1 MSL director. 2 e) Deliberately and fraudulently transferred Foil stock belonging to MEL over to MSL on 20th February 2013 without proper authority in the knowledge and belief MSL was 3 financially unable or had no intention to pay for the Foil. 4 f) Deliberately conspired with others, including Uwe Maass and Sharad Kumar, to cause harm and otherwise injure the business of MEL in breach of his employment contract, 5 confidentiality provisions and his duties to MEL as Company Secretary. 6 As an MSL Employee and Company Secretary from June 2013 onwards: 7 g) Taking an active role in conduct to divert business opportunities belonging to MSL to companies and bank accounts controlled by Uwe Maass, putting assets and income 8 beyond the reach of MSL creditors and furthermore, concealing legitimate claims for tax due to the IRS in USA as well as the Inland Revenue. 9 h) Participated in a conspiracy to defraud MSL, MEL, MIP and SM Entertainment of Seoul 10 Korea, by falsely representing the creation of a “Musion Dubai” business entity created pursuant to a fake trade license as being a bona fide company capable of satisfying the 11 terms of assured title for licenses of Musion IPR belonging to MSL and MIP which SM 12 Entertainment were seeking for a payment for $1m. i) Negotiating the SM Entertainment Contract in tandem with Sharad Kumar and arranging 13 to raise and invoice for US$50,000 in the name of Musion Dubai. 14 j) Executing the Draft FCB Contract on behalf of Musion Global Limited while MSL was in administration and further while Hicks was Company Secretary for MSL. 15 k) Executing the Ghosts and Monsters contract on behalf of Musion Global Limited while 16 MSL was in administration and further while Company Secretary for MSL l) Assisting Maass to arrange for the Draft FCB funds rightfully belonging to MSL to be 17 transferred to Maass private bank account in Dubai without USA IRS withholding tax 18 paid, despite the work being executed by Dubai company Eventworks (see email dated 20th December 2013 below). 19 m) Lied in evidence provided to the administrators in July 2014 concerning the MSL 20 Debenture in favor of James rock and Ian O’Connell dated September 18, 2009. Hicks’ lies were motivated to cause financial disadvantage to James Rock and O’CONNELL. 21 22 352. Hicks’ conduct was predicated on belief of MEL wrongdoing because he did not

23 receive the MEL shares he believed he was entitled to pursuant to the terms of his MEL 24 employment contract signed and authorized solely by James Rock (without O’CONNELL prior 25 shareholder consent). 26 353. Sharad Kumar breached his MEL employment contract until his resignation in 27 mid-June 2013 by covertly working directly for Uwe Maass from around mid-September 2012. 28 Maass induced Kumar by making an initial cash payment to Kumar believed to be in the region of -128- COMPLAINT

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1 £25,000.

2 354. Soon after being recruited by Maass Kumar requested compassionate leave from 3 his duties in the UK in order to look after his sick father in India. It is believed that Kumar in fact 4 spent a significant part of his compassionate leave arranging projects and foil sales for Maass 5 and/or Eventworks directly. 6 355. Kumar maintained two mobile phone accounts. It is believed he used the number 7 +44 7767 832206 (a private personal account) to call potential customers of MEL and MSL in 8 furtherance of business for Maass during his employment period with Musion. It is known he

9 used his private email [email protected] to arrange further the diversion of business 10 belonging to MEL and MSL over to Maass. 11 356. During a formal HR meeting between O’CONNELL and Kumar on May 20, 2013 12 O’CONNELL highlighted his concerns about the current events which had taken place prior to 13 this meeting i.e. Sharad’s business trip to Dubai with Uwe. O’CONNELL was unaware of 14 Sharad’s travel plans to be with Uwe in Dubai and informed him that his co-director in MEL 15 James Rock stated in the executive meeting on May 14, 2013, that he was unaware of Sharad’s

16 travel plans with Maass to Dubai. Sharad stated that James Rock was aware of his travel plans 17 with Maass, as he confirmed this with him before he left. 18 357. He also went on to say that his travels plans were agreed by both James Rock and 19 Uwe Maass. He also mentioned that the purpose of this trip was for Uwe to introduce him to

20 potential clients in Dubai and to also meet some of his own clients. 21 358. Shortly after, on May 27, 2013, Kumar resigned his position with MEL to take up 22 a similar post MSL. MEL wrote to Kumar by letter of June 26, 2013 in which it was stated: “If you have any property belonging or relating to MEL, including but not limited to any 23 documents and any copies (in whatever format), any security passes or keys, please return these to me as soon as possible. 24 Finally, I would like to take this opportunity to remind you of your on-going obligation of confidentiality owed to MEL in respect of all and any confidential information relating 25 and/or belonging to MEL.” 26 359. Mr Kumar retained a laptop computer belonging to MEL which contained a lot of 27 confidential information belonging to the company, including contact records of customers and 28 suppliers belonging to MEL, MSL and MIP, marketing and technical trade secrets. It is known -129- COMPLAINT

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1 that Kumar has been making use of this proprietary information in connection with his work for

2 MSL, his subsequent work for MDH and a new business offering holograms named “Virtual 3 Presence” a limited Company incorporated on March 7, 2014 jointly with his sister, Mrs. Reema 4 Chadha of 11 Rambler Lane, Slough SL3 7RR, with the registration number 08928554 and 5 incorporated on March 7, 2014 and having its registered office at The Metropolis Studios, 70 6 Chiswick High Road, London W4 1SY. 7 360. The website for Virtual Presence features an exhaustive list of previous Musion 8 projects which Kumar untruthfully claims to have managed as well as number of videos

9 belonging to MEL and MIP which the web site claims are “public domain videos”. Former MEL 10 HR Manager Kate Harris is stated as being the Operations Director, with Mr Kumar stated as 11 being Managing Director. 12 361. While employed by MEL in her capacity as HR Manager, sometime in November 13 2012 Kate Harris arranged to change the employment contract of MEL Employee Christopher 14 Tudway over to MSL without the knowledge or consent of O’CONNELL. Nevertheless, she 15 arranged for MEL to continue paying the salary of Mr. Tudway even though MEL no longer

16 derived the proper benefit of Mr. Tudway’s skills, in particular his experience and fluency in the 17 French language. 18 362. Kate Harris took notes and typed the MSL/MEL Management Meeting Minutes of 19 February 12, 2013 in which it is stated that O’CONNELL attended and consented to transfer to

20 MSL the entire Foil stock belonging to MEL. Miss Harris knew only too well that O’CONNELL 21 was on holiday in Italy. Harris was the head of HR at the time, as well as the PA to James Rock. 22 It is alleged Miss Harris deliberately falsified the minutes of the meeting and subsequently

23 circulated the false minutes on the instructions of either James Rock, Uwe Maass, Neal Gossage 24 or Daren Hicks. 25 363. Kate Harris took an active part in assisting James Rock and Uwe Maass divert 26 business belonging to MSL to companies controlled by Maass and Rock personally. Miss Harris 27 arranged flights, hotels, rental equipment and logistics for projects making use of confidential 28 MEL information. Miss Harris knew these projects were being carried out for the benefit of -130- COMPLAINT

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1 others and to the detriment of MSL yet took no steps to inform the administrators or other persons

2 in authority who might have been able to stop the wrongdoers. This was a clear breach of her 3 MSL employment contract and wastage provisions. 4 364. Kate Harris has retained confidential trade secrets and sales records belonging to 5 MIP, MSL and MEL, which she is now making use of in her new role as Operations Director of 6 Virtual Presence Limited in partnership with Sharad Kumar.

7 DEBENTURE DATED SPETEMBER 18, 2009 AND CLAIMS MADE 8 PURSUANT TO THE DEBENTURE 365. O’Connell also has standing to bring claims for breach of fiduciary duty against 9 Maass and Connected Parties to the MSL exclusive licenses of patent rights in the United States 10 prior to the MSL administration sale on September 26, 2013. These claims are also available to 11 Ian O’Connell pursuant to his Debenture dated September 18, 2009 over the fixed and floating 12 assets of MSL, in particular clauses 5.1.7 and 5.2. By clauses 11.3 and 14.6 the Debenture 13 Holder is indemnified by MSL for costs and expenses arising out of action taken by the 14 Debenture. The provisions of the Debenture are as follows: 15 a. The Debenture secures the Secured Liabilities, which are defined as “all money, 16 liabilities and obligations now or in the future owed or incurred by the Company to 17 the Debenture Holders of any kind, however arising and in any currency, whether or 18 not immediately payable, whether certain or contingent, whether sole or joint, whether 19 as principal or as surety, whether or not the Debenture Holders were the original 20 creditor in respect thereof, and including (without limitation) interest, commission, 21 costs, charges and expenses charged by the Debenture Holders at rates agreed 22 between it and the Company or, in the absence of express agreement, in accordance 23 with the Debenture Holders’ normal practice for the time being” (clause 1.1 24 definition). 25 b. The Company covenants “to pay or discharge the Secured Liabilities to the 26 Debenture Holders when due” (clause 2.1), together with interest on any sum 27 28 -131- COMPLAINT

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1 demanded at 2% per annum “above the rate applicable to that sum immediately

2 before demand” (clause 2.2). 3 c. The Company charges all its Assets to the Debenture Holders as security for payment 4 of the secured sums by a specified combination of legal mortgages, fixed charges and 5 floating charges (clause 3). 6 d. “Assets” are broadly defined as “all the undertaking, property and assets of the 7 Company whatsoever and wheresoever present or future” (clause 1.1). 8 e. The Company covenants to take various measures to protect and preserve the assets,

9 including, in respect of registered IPR, to “take all action necessary to maintain any 10 registered rights to Intellectual Property [as defined] in full force and effect, and to 11 make and pursue all application which it is entitled to make for any such rights” 12 (clause 5.1.7). 13 f. Intellectual Property means “all the right and title and interest of the Company (now 14 or in the future) in or to any of … any registered intellectual property right in any 15 territory, including without limitation patents, trademarks, service marks, registered

16 designs … and any applications or right to apply for any of the above … any 17 invention copyright, design right or performance right … any trade secrets, know- 18 how and confidential information … and the benefit of any agreement or license for 19 the uses … of any such right.”

20 g. If the Company is in default under any of the covenants in clause 5.1 or any other 21 obligation under the Debenture, the Debenture Holders are free to “take any step 22 which it considers necessary or desirable to remedy the default or make good its

23 effects in whole or in part”, including in particular (but without limitation) to “pay 24 any amount which the Company ought to pay” (clause 5.2). 25 h. The Debenture is enforceable inter alia on the presentation of a winding up petition 26 against the company (clause 6.1.4). 27 i. Any demand for payment or other notice must be given in accordance with the 28 requirements of clause 6.2. -132- COMPLAINT

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1 j. Under clause 11.3, the Company is obliged to indemnify the Debenture Holders

2 against “all claims, costs, expenses and liabilities suffered or incurred by them 3 arising in any way out of: 4 (a) the taking or holding of this Debenture, 5 (b) the exercise or purported exercise of any right, power, authority or discretion 6 given by it, or 7 (c) any other act or omission in relation to this Debenture or the Assets.” 8 The final sentence of clause 11.3 adds that the provisions of this clause 11 shall

9 continue in full force and effect notwithstanding any release or discharge of the 10 Debenture, or the discharge of any Receiver from office. 11 366. The obligation to indemnify the debenture holder in respect of a specific sum will 12 depend on the debenture having both incurred the relevant expense and demanded 13 indemnification for it from the Company. 14 367. If any liability to the debenture holder arises pursuant to the indemnity provision in 15 clause 11.3 - i.e. where relevant costs or expenses within the terms of the debenture have been

16 incurred by the debenture holder and demanded from the Company - then they fall within the 17 definition of “Secured Liabilities”, and themselves be secured by the Debenture. 18 368. The following items have been claimed by O’Connell as being secured under the 19 terms of the Debenture:

20 369. Professional fees in respect of preparing and pursuing the arbitration 21 commenced by the Company against Uwe Maass to protect the assets of the Company. This 22 relates to an attempt to pursue against Maass the claims available to the Company against him for

23 breach of contract. In October 2012, MSL commenced an arbitration against UM and 24 Eventworks for breach of contract and breach of fiduciary duty. Maass first delayed the 25 arbitration by insisting on the contractually mandatory mediation and then, when without 26 prejudice negotiations broke down, immediately moved to purport to terminate the Eyeliner 27 Agreement. By then, Maass had secured Rock’s cooperation in excluding O’Connell from MSL. 28 Under the control of Maass and Rock, MSL did not pursue its claim against Maass. O’Connell -133- COMPLAINT

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1 attempted to revive MSL’s claim against Maass on a derivative basis, but this required the

2 consent of an existing party – which, under Maass and Rock’s control, MSL refused to give. 3 O’Connell incurred legal fees in preparing the arbitral claim to be brought by MSL against 4 Maass. Being derivative in nature, the benefit of the award would have gone to MSL. 5 370. Professional fees incurred in responding to the administrators’ application 6 regarding the validity of their appointment. O’Connell has incurred significant legal fees 7 related to the Administrators’ application before Mann J in August 2013 to resolve the question of 8 whether their appointment was invalid under the terms of the Debenture in the light of the fact

9 that IOC’s consent to it was not obtained. 10 371. Professional fees incurred in connection with the assignment to O’Connell of 11 the debt owed by MSL to MEL. This item relates to the costs incurred in connection with MEL 12 assigning to O’Connell the debts owed to it by MSL, with a view to increasing the sum secured 13 by the Debenture. 14 372. Professional fees incurred in contesting the Administrators’ application under 15 paragraph 71 of Schedule B1 to the Insolvency Act 1986. O’Connell is entitled to

16 reimbursement of costs incurred in contesting the Administrators’ application (to Warren J) in 17 September 2013 to secure the release of the Debenture to facilitate the sale of MSL’s assets to 18 Musion Das Hologram. 19 373. Professional Fees incurred in preparing an application against the Administrators

20 under paragraph 74 of Schedule B1 to the Insolvency Act 1986 (not ultimately pursued, because 21 pre-empted). O’Connell is entitled to reimbursement as the holder of the debenture of costs 22 incurred in taking advice on and commencing preparation of an application under paragraph 74 of

23 Schedule B1 to the Insolvency Act 1986, in order to try to ensure that the sale of MSL’s assets 24 was carried out properly and without impropriety and to ensure a correct valuation of MSL’s IPR. 25 374. Legal Fees - Clyde & Co, Dubai: US$15,882. O’Connell is entitled to 26 reimbursement as the holder of the debenture of costs incurred in retaining Clyde & Co’s Dubai 27 office to advise him as to the practicalities of enforcement in Dubai of any LCIA arbitration 28 award made against UM or Eventworks, at the time when he was seeking to pursue the existing -134- COMPLAINT

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1 arbitration initiated against them by MSL against them on a derivative basis, for the benefit of

2 MSL (as explained above). 3 375. Patent Attorney’s fees – Gorodissky. O’Connell is entitled to reimbursement as 4 the holder of the debenture of costs incurred in retaining patent and trademark attorneys 5 Gorodissky and Partners in Moscow for work for MSL regarding patent prosecution and 6 registrations in Russia and the C.I.S., including the license of rights to MEL in Russia and of 7 MSL in the rest of the C.I.S. MSL was also specifically obliged to pay this sum under the terms 8 of the Eyeliner Agreement. These invoices have remained unpaid since 2012. Gorodissky have

9 warned O’Connell that the relevant patents will be deemed abandoned unless the appropriate fees 10 are paid. The current total of these invoices is apparently $15,068.49. To prevent the 11 abandonment of these patents, O’Connell has agreed with Gorodissky to personally pay them the 12 sums invoiced at the rate of $1,250 per month until the debt is paid, and has started paying. 13 376. Patent Attorneys’ fees--Barker Brettell. O’Connell is entitled to reimbursement 14 as the holder of the debenture of costs incurred for work performed for MSL by Barker Brettell, 15 UK patent attorneys, in respect of patent prosecution and renewal. Some of these patents were in

16 the name of Musion IP Limited but licensed to MSL. These fees relate to various European, 17 Asian and North American patents, and were payable on October 31, 2013. The fees are variable 18 according to the license and country, but the total figure invoiced to date is £16,883.96. 19 377. Fees - White & Black. O’Connell is entitled to reimbursement as the holder of

20 the debenture of costs incurred by O’Connell of at least £18,328.80 in defending MSL’s 21 intellectual property rights. He instructed White & Black to ascertain the options available to him 22 and MSL in relation to preventing Maass/Eventworks and Rock from committing further

23 breaches of the Eyeliner Agreement with regards to the IPR. Specifically, Maass had repeatedly 24 threatened to terminate the rights of MSL to use his patents (in breach of clause 2.4 of the 25 Eyeliner Agreement) and repeatedly threatened to sell his Japanese Patent (in breach of clause 2.3 26 of the Eyeliner Agreement). Moreover, Rock and Maass together provided licenses to new 27 customers in further breach of clause 2.3 of the Eyeliner Agreement. 28 378. Legal fees incurred in connection with a dispute with Musion Das Hologram -135- COMPLAINT

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1 Ltd (‘MDH’) concerning ‘future IP’ (Browne Jacobson and others). Maass purported to

2 terminate the Eyeliner Agreement, but the perpetual irrevocable licenses granted thereunder 3 survive its termination (an issue which is currently the subject of the LCIA arbitration, in which 4 the final award is currently awaited). The Eyeliner Agreement also prohibits future assignment or 5 licensing of patents to third parties, unless this is consented to in writing by both JR and IOC 6 (clause 2.3). There are prospective claims against Maass by O’Connell (and Rock) for breaches 7 of this provision. The Deed of Assignment between the Administrators and MDH dated 8 September 26, 2013 has been treated by MDH as the basis for claiming title and license to patents

9 and trademarks, in communications with clients and patent offices around the world – to the 10 detriment of both the creditors of MSL (MEL and others) and the Debenture holders. O’Connell 11 already disputes the value of £100,000 which the administrators apportioned to the IPR of MSL at 12 the time of sale as inadequate, and asserts that the value of the IPR is much higher. O’Connell 13 also asserts that the Musion and Eyeliner trademarks together with the website 14 “www.musionco.uk” rightfully belong to the parent company, MIP. The assignment arising from 15 the administrators’ actions therefore amounts to an unlawful transfer of IPR assets which were

16 secured under the Debenture. 17 379. O’Connell’s Defense of defamation claim. O’Connell is entitled to 18 reimbursement as the holder of the debenture of costs of at least £1,073.33 plus VAT and a 19 further £2,000 plus VAT that O’Connell has incurred as a result of MDH’s defamation allegations

20 against O’Connell regarding the assertion of ownership of the relevant intellectual property. 21 380. Assignment of Musion trademark and patents in United States. O’Connell is 22 entitled to reimbursement as the holder of the debenture of costs of £1,080 incurred for work

23 performed by United States attorney Larry Brantley in recording a joint assignment of the Musion 24 trademark and patents in the United States. 25 381. UK Patent Office charges; recording exclusive patent license. O’Connell is 26 entitled to reimbursement as the holder of the debenture of costs incurred to the UK Patent Office 27 for recording on behalf of MEL the exclusive license of UK patent rights for patents now 28 registered in the name of MDH (amount not stated). -136- COMPLAINT

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1 382. UK Patent attorneys Urquhart-Dykes & Lord. O’Connell is entitled to

2 reimbursement as the holder of the debenture of costs of at least £1,450 plus VAT to date paid by 3 him for work performed by UK patent attorneys Urquhart-Dykes & Lord in respect of “Musion 4 CTM trademarks and patents” 5 383. Legal advice re IPR ownership; Browne Jacobson. O’Connell is entitled to 6 reimbursement as the holder of the debenture of costs of at least £1,000 plus VAT to date paid by 7 him for work performed by Browne Jacobson for preliminary legal advice in connection with 8 ownership of IPR.

9 384. MIP’s trademark infringement claim against Maass/MDH. O’Connell is 10 entitled to reimbursement as the holder of the debenture of costs of at least £30,000 and £90,000 11 incurred by O’Connell related to MIP’s claim to ownership of the Musion trademark and its 12 prospective trademark infringement claim against Maass/MDH. 13 Defendants’ Infringement of Plaintiffs’ Intellectual Property 14 385. Hologram USA and MDH have infringed and continue to infringe the registered 15 Trademarks of MIP which MDH falsely claim were transferred by the Asset Sale in various court

16 depositions, witness statements and web postings by Alki David, the owner of Hologram USA. 17 Defendants’ infringing projects include without limitation TV broadcast Jimmy Kimmel Live 18 (http://www.hologramusa.com/#video); and the telepresence from London Ecuador Embassy of 19 Julian Assange as well as website references advertising the broadcast trucks: http://www.hologramusa.com/products-services/mobile-hologram-displays/ 20 And projects intended for use in the forthcoming USA Presidential Elections: http://www.tvmix.com/hologram-politics-coming-to-washington-d-c/123 21 And the method of Musion’s patented telepresence technology is also advertised: http://www.hologramusa.com/products-services/telepresence/and claims for breach of 22 contract, unfair competition, interference with prospective economic advantage and related claims. 23 386. In fact, Hologram USA is running the exact website including content at 24 www.musion.co.uk previously managed by Musion Systems but legally and beneficially owned 25 by MIP. Hologram USA issued a press release on September 28, 2014 announcing a holographic 26 projection of an image of Julian Assange (who has been hiding out at the Ecuadorian embassy in 27 London for over two years to avoid extradition to Sweden and possible prosecution in other 28 -137- COMPLAINT

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1 countries for his involvement in spreading classified government and military documents over the

2 Internet through WikiLeaks) making his escape to the United States. 3 387. MDH is also running a website at www.musion.com including MEL and MIP 4 content acquired after MIP became the legal and beneficial owner of the Musion Trademark. All 5 email addresses of key personnel (including Uwe Maass and Giovanni Palma) use the domain 6 musion.com. 7 388. Alki David’s Hologram USA demo studio in Beverly Hills infringes a number of 8 MIP patents. In depositions, Mr. David states he has spent millions of dollars fitting out the Foil

9 demonstration suite. If the ‘212 and ‘361 patents are found to be valid and beneficially owned by 10 Rock and O’Connell and/or MIP, then substantial damages are due. 11 389. Hologram USA is also unlawfully interfering with the business of M3D by (among 12 other things) threatening letters at least to Musion reseller partners Background Images of Los 13 Angeles and Musion Canada, and emails to Musion customer Fisher Price Toys, falsely asserting 14 exclusive United States rights to the “Pepper’s Ghost” technology, notwithstanding M3D’s own 15 patent rights. Defendants are also engaging in unfair competition and fraudulent

16 misrepresentation by using and infringing MSL and MIP’s common law and UK trademark rights 17 to the terms “Musion” and “Eyeliner” and by using the at least the domain name “musion.co.uk” 18 which was assigned by MSL to MIP and which remains owned by MIP and the benefit of which 19 rests with MEL.

20 390. Maass has also improperly transferred to MDH proprietary and confidential 21 information and trade secrets belonging to MIP and MEL. The meta-headers in Hologram USA’s 22 website are replicas of the meta-headers used by www.musion.co.uk owned by MIP, along with

23 other marketing materials owned by MIP and MEL. 24 391. Maass and the administrators of MSL also improperly transferred title to “Peppers 25 Ghost 2” listed in the IPR assignment dated September 26, 2013 to a company not owned at least 26 33% by either of Rock or O’Connell, and failed to share income from this transaction with 27 O’Connell or Rock as required by the Eyeliner Agreement.

28 -138- COMPLAINT

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1 FIRST CLAIM FOR RELIEF

2 (Infringement of U.S. Patent No. 8,915,595) 3 392. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 4 though fully set forth herein. 5 393. On December 23, 2014, the PTO duly and lawfully issued U.S. Patent No. 6 8,915,595 (“the ‘595 patent”) entitled “Method of Manufacturing Foil for Producing A Pepper’s 7 Ghost Illusion.” Musion IP is the owner by assignment of the ‘595 patent, a copy of which is 8 attached hereto as Exhibit A.

9 394. Plaintiffs are informed and believe and based thereon allege that Defendants, by 10 and through their agents, officers, directors, employees and servants, have been and are currently 11 willfully and intentionally infringing the ‘595 patent by (a) making, using, offering to sell, and/or 12 selling methods of manufacturing foil for producing a Pepper’s Ghost illusion that are covered by 13 at least one claim of the ‘595 patent, including without limitation Defendants’ 3D Light Boxes, 14 Digital Resurrection, EyeCandy, HologramUSA 3D Studios, Mobile Hologram Displays and 15 Telepresence products described in Defendants’ website at www.hologramusa.com and

16 www.musion.co.uk; (b) actively inducing direct infringement of the ‘595 patent; and/or (c) 17 importing, offering to sell, or selling one or more methods of manufacturing foil for producing a 18 Pepper’s Ghost illusion, knowing such components to be especially made or adapted for use in 19 infringing the ‘595 patent and not staple articles or commodities suitable for substantial

20 noninfringing use. Defendants’ acts constitute infringement of the ‘595 patent in violation of 35 21 U.S.C. §§271(a), (b) and/or (c). Plaintiffs are further informed and believe and thereon allege 22 that Defendants’ infringement is willful at least in part because Defendants have been aware of

23 the ‘595 patent since at least August, 2015. 24 395. Plaintiffs are further informed and believes and based thereon alleges that if and to 25 the extent Defendants are not infringing directly, Defendants are infringing indirectly by 26 contributing to and/or inducing direct infringers, including without limitation Defendants’ 27 distributors, retailers, end users and/or customers, to infringe the ‘595 patent. 28 396. Plaintiffs are further informed and believe and based thereon allege that -139- COMPLAINT

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1 Defendants are knowingly inducing direct infringement and have the specific intent to encourage

2 their distributors, retailers, end users and/or customers to directly infringe the ‘595 patent by 3 (among other things) designing, developing and selling methods of manufacturing foil for 4 producing a Pepper’s Ghost illusion, to their distributors, retailers, end uses and/or customers for 5 the purpose of creating Pepper’s Ghost illusions, and/or by making, using, selling, importing and 6 offering to sell methods of manufacturing foil for producing Pepper’s Ghost illusions. Plaintiffs 7 are further informed and believe and based thereon allege that the methods of manufacturing foil 8 for creating Pepper’s Ghost illusions are each a material component of Plaintiffs’ patented

9 methods and/or systems and that Defendants’ methods of manufacturing foil for creating Pepper’s 10 Ghost illusions are not capable of substantial non-infringing use. 11 397. Plaintiffs are informed and believe and based thereon allege that Defendants’ 12 infringement of the ‘595 patent will continue unless enjoined by this Court. 13 398. Plaintiffs are informed and believe and based thereon allege that Defendants have 14 derived and received, and will continue to derive and receive, gains, profits and advantages from 15 the alleged acts of infringement of the ‘595 patent in an amount not presently known but in excess

16 of the jurisdictional requirement of this Court. By reason of the aforesaid infringing acts, 17 Plaintiffs have been damaged and are entitled to monetary relief in an amount to be determined at 18 trial but in excess of the jurisdictional requirement of this Court. 19 399. Because of the aforesaid infringing acts, Plaintiffs have suffered and continue to

20 suffer great and irreparable injury for which there is no adequate remedy at law. 21 SECOND CLAIM FOR RELIEF 22 (Infringement of U.S. Patent No. 9,033,522)

23 400. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 24 though fully set forth herein. 25 401. On May 19, 2015, the USPTO duly and lawfully issued U.S. Patent No. 9,033,522 26 (“the ‘522 patent”) entitled “Method and System for Filming” to Stephen Ley, Ian O’Connell, and 27 Bruce Finn as co-inventors. Holicom Films Ltd. (“Holicom”) is the owner by assignment of the 28 ‘522 patent, a copy of which is attached hereto as Exhibit B. O’Connell is the controlling -140- COMPLAINT

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1 shareholder and director of Holicom.

2 402. Plaintiffs are informed and believe and based thereon allege that Defendants, by 3 and through their agents, officers, directors, employees and servants, have been and are currently 4 willfully and intentionally infringing the ‘522 patent by (a) making, using, offering to sell, and/or 5 selling methods and systems of filming a subject to project a Pepper’s Ghost illusion that are 6 covered by at least one claim of the ‘522 patent, including without limitation Defendants’ Digital 7 Resurrection, HologramUSA 3D Studios, Mobile Hologram Displays and Telepresence products 8 described in Plaintiffs’ website at www.hologramusa.com and www.musion.co.uk; (b) actively

9 inducing direct infringement of the ‘522 patent; and/or (c) importing, offering to sell, or selling 10 one or more methods and systems for filming a subject to project a Pepper’s Ghost illusion, 11 knowing such components to be especially made or adapted for use in infringing the ‘522 patent 12 and not staple articles or commodities suitable for substantial noninfringing use. Defendants’ acts 13 constitute infringement of the ‘522 patent in violation of 35 U.S.C. §§271(a), (b) and/or (c). 14 Plaintiffs are further informed and believe and thereon allege that Defendants’ infringement is 15 willful. See, kit list supplied by MediaMix Film Studios in the United States and emails detailing

16 the precise kit requirements submitted to MediaMix for DraftFCB production at a Trade Show at 17 the Dallas Convention Center in November 2014. 18 403. Plaintiffs are further informed and believes and based thereon alleges that if and to 19 the extent Defendants are not infringing directly, Defendants are infringing indirectly by

20 contributing to and/or inducing direct infringers, including without limitation Defendants’ 21 distributors, retailers, end users and/or customers, to infringe the ‘522 patent. 22 404. Plaintiffs are further informed and believe and based thereon allege that

23 Defendants are knowingly inducing direct infringement and have the specific intent to encourage 24 their distributors, retailers, end users and/or customers to directly infringe the ‘522 patent by 25 (among other things) designing, developing and selling methods and systems of filming a subject 26 to project a Pepper’s Ghost illusion, to their distributors, retailers, end uses and/or customers for 27 the purpose of creating Pepper’s Ghost illusions, and/or by making, using, selling, importing and 28 offering to sell methods and systems of filming to project Pepper’s Ghost illusions. Plaintiffs are -141- COMPLAINT

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1 further informed and believe and based thereon allege that the methods and systems for filming a

2 subject to project Pepper’s Ghost illusions are each a material component of Plaintiffs’ patented 3 methods and/or systems and that Defendants’ methods and systems of filming a subject to project 4 Pepper’s Ghost illusions are not capable of substantial non-infringing use. 5 405. Plaintiffs are informed and believe and based thereon allege that Defendants’ 6 infringement of the ‘522 patent will continue unless enjoined by this Court. 7 406. Plaintiffs are informed and believe and based thereon allege that Defendants have 8 derived and received, and will continue to derive and receive, gains, profits and advantages from

9 the alleged acts of infringement of the ‘522 patent in an amount not presently known but in excess 10 of the jurisdictional requirement of this Court. By reason of the aforesaid infringing acts, 11 Plaintiffs have been damaged and are entitled to monetary relief in an amount to be determined at 12 trial but in excess of the jurisdictional requirement of this Court. 13 407. Because of the aforesaid infringing acts, Plaintiffs have suffered and continue to 14 suffer great and irreparable injury for which there is no adequate remedy at law. 15 THIRD CLAIM FOR RELIEF

16 (Infringement of U.S. Trademark No. 3,255,043) 17 408. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 18 though fully set forth herein. 19 409. On June 26, 2007, the USPTO duly and lawfully issued U.S. Trademark No.

20 3,255,043 (“the ‘043 mark”) for MUSION to MSL. MIP is the owner by assignment of the ‘043 21 mark, a copy of which is attached hereto as Exhibit C. 22 410. The right of MIP to use the ‘043 mark in commerce is incontestable under 15

23 U.S.C. §1065. 24 411. Defendants’ use of “Musion” in their URL, on their website, in their sales and 25 marketing materials, and in reference to their hologram products and services constitutes an 26 infringement of MIP’s federally registered “Musion” trademark and is likely to cause confusion, 27 mistake and deception of the public as to the identity and origin of Defendants’ goods and 28 services, causing irreparable harm to MIP for which there is no adequate remedy at law. -142- COMPLAINT

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1 412. By reason of the forgoing acts and omissions alleged herein, Defendants are liable

2 to MIP for trademark infringement under 15 U.S.C. § 1114. 3 413. As a direct and proximate result of Defendants’ willful, improper and unlawful 4 infringement of MIP’s trademark, MIP has been and will continue to suffer damages in an 5 amount subject to proof at trial. MIP will continue to be irreparably damaged unless and until 6 Defendants are enjoined from further infringement of MIP’s federally registered trademark. 7 414. MIP is informed and believe and based thereon allege that Defendants’ acts and 8 omissions alleged herein in infringing MIP’s federally registered trademark is and will continue

9 to be willful and malicious and that this is an exceptional case, warranting an award of punitive 10 and/or exemplary damages and reasonable attorneys’ fees and costs. 11 FOURTH CLAIM FOR RELIEF 12 (Infringement of U.S. Trademark No. 3,776,645) 13 415. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 14 though fully set forth herein. 15 416. On April 20, 2010, the USPTO duly and lawfully issued U.S. Trademark No.

16 3,776,645 (“the ‘645 mark”) for EYELINER to MSL. MIP is the owner by assignment of the 17 ‘645 mark, a copy of which is attached hereto as Exhibit D. 18 417. The right of MIP to use the ‘645 mark in commerce is incontestable under 15 19 U.S.C. §1065.

20 418. Defendants’ use of “Eyeliner” in their URL, on their website, in their sales and 21 marketing materials, and in reference to their hologram products and services constitutes an 22 infringement of MIP’s federally registered “Eyeliner” trademark and is likely to cause confusion,

23 mistake and deception of the public as to the identity and origin of Defendants’ goods and 24 services, causing irreparable harm to MIP for which there is no adequate remedy at law. 25 419. By reason of the forgoing acts and omissions alleged herein, Defendants are liable 26 to MIP for trademark infringement under 15 U.S.C. § 1114. 27 420. As a direct and proximate result of Defendants’ willful, improper and unlawful 28 infringement of MIP’s trademark, MIP has been and will continue to suffer damages in an -143- COMPLAINT

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1 amount subject to proof at trial. MIP will continue to be irreparably damaged unless and until

2 Defendants are enjoined from further infringement of MIP’s federally registered trademark. 3 421. MIP is informed and believe and based thereon allege that Defendants’ acts and 4 omissions alleged herein in infringing MIP’s federally registered trademark is and will continue 5 to be willful and malicious and that this is an exceptional case, warranting an award of punitive 6 and/or exemplary damages and reasonable attorneys’ fees and costs. 7 FIFTH CLAIM FOR RELIEF 8 (Breach of Contract)

9 (Against Maass and MDH) 10 422. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 11 though fully set forth herein. 12 423. On or about June 25, 2007, MSL, MEL, MIP, O’Connell, Maass, Rock and 13 Eventworks entered into an Eyeliner Agreement under which (among other things) Maass must 14 not assign, transfer, encumber or license the asserted patents (among other things) without the 15 consent of O’Connell and Rock.

16 424. Maass breached the Eyeliner Agreement by (among other things) purporting to 17 assign and/or grant licenses to the ‘212 patent, the ‘519 patent and the ‘361 patent and other 18 intellectual property to Hologram USA, Cirque du Soleil My Call, LLC and other third parties 19 without the consent of O’Connell and Rock.

20 425. As alleged above, the Eyeliner Agreement also provided that any net income 21 derived by Maass, O’Connell or Rock through their shareholdings in MSL from the Foil or the 22 Licensed Products (among other intellectual property) shall be shared by Maass, O’Connell and

23 Rock through their shareholdings in MSL. 24 426. Breaches of clause 2.4 the Eyeliner Agreement; Maass has committed breaches of 25 the Eyeliner Agreement directly, and procured further breaches via his businesses in which he 26 shares a partnership interest with MDH and Eventworks in Dubai. Maass has made no secret of 27 the fact that he has proceeded since his purported termination of the Eyeliner Agreement on the 28 basis that the perpetual, irrevocable licenses which it granted ended upon his purported -144- COMPLAINT

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1 termination of the Eyeliner Agreement.

2 427. These breaches have involved, for example: offering the Licensed Product (as 3 defined in the Eyeliner Agreement) for sale outside his permitted territory and instead in the 4 Territory of MEL; carrying out Foil installations outside his permitted territory and instead in the 5 Territory of MEL ; selling Foil outside the permitted territory and instead in the Territory of 6 MEL; licensing IPR in breach of the exclusive licenses granted to O’Connell and MEL, soliciting 7 custom from MEL’s customers and/or in MEL’s territory, the use of confidential information 8 belonging to MEL, and diverting sales and sales leads from MEL to Eventworks and MDH.

9 428. The following are a number of specific (not exhaustive) examples of the breaches 10 of the perpetual irrevocable licenses since Mr Maass’s purported termination of the Eyeliner 11 Agreement by Mr Maass and/or Eventworks. 12 429. During the week of October 7, 2013, Maass diverted the sale of Foil measuring 13 approximately 6m x 4m installed at the Musion Das Hologram Ltd (MDH) studio premises at 35 14 Portland Place London W1 by Alf De Waal, who is the Technical Director of Eventworks, 15 described by Maass as “my best friend”. MDH is a UK company which has acquired certain

16 assets from the administrators of MSL. Mr Maass was closely involved in events leading to the 17 acquisition of the former MSL assets from MSL’s administrators by Musion das Hologram and is 18 involved in the management of Musion das Hologram. 19 430. From around the same date, Musion das Hologram has used the website at

20 www.musion.co.uk to make offers for sale of the Licensed Product as defined in the Eyeliner 21 Agreement, contrary to the license of rights granted to MEL. Plaintiffs allege that the Musion 22 website, the www.musion.co.uk domain name and the Musion trademark all fall within the

23 definition of ‘Future IP’ under the Eyeliner Agreement, and in consequence, MEL is the 24 exclusive beneficiary of this IPR in the UK pursuant to its license at 2.4 d (i) of the Eyeliner 25 Agreement. 26 431. On or about October 14, 2013 Alf De Waal of Eventworks was appointed 27 technical manager of Musion Das Hologram, with all Musion das Hologram technical staff 28 reporting to him. Mr Maass has thus in effect procured the transfer of knowledge and trade -145- COMPLAINT

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1 secrets previously owned by of MSL and/or MEL to Eventworks and MDH.

2 432. In about October 2013, Mr Maass procured via MDH the installation of the 3 Licensed Product incorporating further “Future IP” (EPO pending patents of Fireproof Foil and 4 Immersive TelePresence, owned by and in the name of MIP) for Wingspan Productions of 34 5 Gordon House Rd, London NW5 1LP – an installation at TV studios in London during October 6 2013 for a BBC 2 broadcast entitled “Don’t Panic – The Truth About Population”, which was 7 broadcast on UK national TV 7th November 2013. The BBC has been MEL’s customer for many 8 years.

9 433. Alf De Waal made a number of installations in the United States during October 10 and November 2013 for the UK DJ Eric Prydz, arranged via UK entities Immersive Limited and 11 Holition 3D, 3-4 Holborn Circus, London EC1N 2PL. Eric Prydz has previously been the 12 exclusive customer of MEL and these United States installations constitute a breach of MEL’s 13 exclusive license of the ‘212 patent, the ‘519 patent and the ‘361 patent. 14 434. On or about November 8, 2013 MDH licensed an MSL Registration (as defined in 15 the Eyeliner Agreement) of UK patent number 2 427 708, and invoiced MEL’s client of 5 years

16 standing Icon MEI the sum of £12,500 plus VAT for a 4m x 4m Foil, in breach of the exclusive 17 license of that patent granted to MEL. A sum equal to half of that amount was transferred from 18 Icon to MDH on November 25, 2011. 19 435. In the spring of 2014 MDH licensed the Foil Apparatus installed earlier by

20 Eventworks at the London Portland Place for a UK national television broadcast entitled “Gadget 21 Man” https://vimeo.com/124911547 [Password: Gadg3t!]. The Gadget Show Television 22 program was previously an established customer of MEL.

23 436. Sometime in early 2014 Maass procured a further installation of the Licensed 24 Product/Foil Apparatus in France by MDH for Aston Martin Motors, a UK domiciled business, 25 causing further losses to MEL in excess of $100,000. 26 437. Musion Events (MEL) holds the exclusive rights to the Musion Patents and 27 installations of Foil for the territories of UK, France, Italy, Russia and Ireland. See, Paragraphs 28 53 and 56 of the LCIA Award. The Award was challenged in May 2015 by the LCIA Defendant -146- COMPLAINT

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1 Mr Maass in the UK Commercial Court. The UK Commercial Court upheld the original Award

2 although the Award is now currently an Interim Award, not a Final Award, pending a further 3 arbitration concerning Jurisdiction or “Status Issues”. The Status Issues matter only in respect of 4 the arbitrators’ jurisdiction over MEL; i.e. Whether MEL is a party to Arbitration Agreement. 5 Because Maass contends that the LCIA has no jurisdiction over MEL and its licensees, these 6 claims for breaches of MEL’s license are therefore properly brought in this court. 7 438. Giovanni Palma purchased on behalf of Musion das Hologram (“MDH”) the 8 business Assets of MSL out of insolvency under a “Limited Sale.” That is a sale subject to

9 ownership disputes concerning certain IPR. At no time has Palma or MDH ever been offered nor 10 did Palma or MDH ever believe they were offered rights of license to exclusive Territories of 11 MEL, including the UK Rights, arising from the Limited Sale. These facts were made very clear 12 during a hearing before Justice Warren on September 24, 2013 at the UK High Court by 13 administrators disposing of the Assets under the Fixed Charge belonging to Ian O’Connell. The 14 Court should be aware Justice Warren stated in proceedings that MEL should be entitled to seek 15 injunctive relief should MDH infringe the UK Rights of MEL.

16 439. MDH’s UK attorneys Olswang, acting for MDH in the UK have issued repeated 17 written denials concerning their client trading in the UK, or indeed any part of the MEL Exclusive 18 Territory. 19 440. Olswang also stated in correspondence that Uwe Maass is merely a consultant

20 acting for Giovanni Palma and has no management control in the business affairs of MDH. On 21 information and belief, however, Maass is a shadow or de facto director of MDH and business 22 partner of Giovanni Palma.

23 441. Maass and Palma are operating a covert partnership together in order to facilitate 24 MDH breaching the UK licenses of MEL seemingly outside the jurisdiction of the arbitration. 25 442. In short, Maass is colluding with Palma to procure and profit from Foil 26 installations of Musion Licensed products in clear breach of the Exclusive Licenses belonging to 27 MEL. Maass has breached and continues to breach the Arbitration Award using MDH as a 28 surrogate company in the hope or expectation MDH is not a party to the Arbitration Award. -147- COMPLAINT

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1 443. Sometime in the summer of 2014 MDH made a test Foil Installation for UK

2 domiciled business Sysco AV at Sysco’s premises in Surrey, UK. On knowledge and belief, 3 Sysco awarded and Palma/MDH/Studio Tangram accepted the contract to build the Foil apparatus 4 currently installed in the UAE Pavilion at Milan Expo until October 2015. The Foil at the Milan 5 Expo was installed by Maass and the contract is worth at least $150,000. This is a clear breach of 6 MEL’s rights pursuant to the Eyeliner Agreement and the Arbitration Award. 7 444. Installations in MSL Territories. Maass has improperly permitted or caused to be 8 permitted unlicensed installations in territories allocated to MSL under the Eyeliner Agreement,

9 in breach of paragraph 2.4 of the Eyeliner Agreement. Maass has further and repeatedly breached 10 the Eyeliner Agreement by failing to share net income from these installations with O’Connell 11 and Rock as required, including without limitation: 12 n. Installations in India: installations in Delhi relating to the Tata Nano motorcar 13 on a date prior to January 14, 2008 (estimated loss 30,000 pounds Sterling), 14 installations in Mumbai relating to Tata Trucks in or before March 2012 15 (estimated loss 45,000 pounds Sterling), installations in India relating to the

16 Honda Hero motorcycle (estimated loss 120,000 pounds Sterling), installations 17 in India related to a company called idream Production Pvt Ltd. (estimated loss 18 unknown), 19 o. Installations in Korea. installations in Korea at the Japan Pavilion at the Yeosu

20 World Expo in about July 2012 (estimated loss 100,000 pounds Sterling), 21 p. Installations in Saudi Arabia: installations in Saudi Arabia in connection with 22 Saudi Telecom (estimated loss 65,000 pounds Sterling), installations in Saudi

23 Arabia concerning King Abdulaziz University, Jeddah, in about 2010 24 (estimated loss 65,000 pounds Sterling), installations in connection with King 25 Abdullah University of Science and Technology, Jeddah (estimated loss 26 23,000 pounds Sterling), installations for at least three wedding receptions in 27 Saudi Arabia (estimated loss 100,000 pounds Sterling), installations related to 28 Techno Media in Saudi Arabia (estimated loss unknown), -148- COMPLAINT

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1 q. Installations in Czech Republic: installations in Prague, Czech Republic in

2 connection with Hyundai (estimated loss 20,000 pounds Sterling), and 3 r. installations in Paris, France related to Toyota (estimated loss 20,000 pounds 4 Sterling). These installations are based on information and belief and are not 5 intended to be exhaustive. 6 445. Failing to Require Maass Licensees to enter into Licenses with MSL. In violation 7 of paragraph 2.4 of the Eyeliner Agreement, Maass failed to require Maass licensees to enter into 8 licenses with MSL or on MSL’s usual terms. In further breach of paragraph 2.4 of the Eyeliner

9 Agreement, Maass caused or permitted that Maass licensees be granted, or to retain licenses 10 under which they were improperly granted “exclusive” rights to carry out installations and/or sell 11 foil. Had such licenses been granted by MSL on MSL’s standard terms, then the rights granted to 12 the Maass licensees would have been non-exclusive, the Maass licensees would have had no right 13 to carry out certain installations outside their allocated territory, the Maass licensees would have 14 had no right to grant sub-licenses, and the price of foil payable by the Maass licensee would have 15 been fixed at 600 pounds Sterling per square meter.

16 s. Maass Licensee in Spain: Maass granted an exclusive license to the Maass 17 licensee in Spain, Juan de Miguel and/or “video report”, thereby preventing or 18 hindering MSL from doing business in Spain, causing significant financial 19 damage to MSL. Specific projects in Spain that MSL has been unable to

20 pursue include without limitation an installation in connection with Mobile 21 World Congress, a mobile communications show in Barcelona, Spain in 2013 22 (estimated loss 150,000 pounds Sterling), loss of a licensing opportunity,

23 negotiated with Maro Ribe, with a UK investment group in taking an 24 international license from a number of countries including Spain (estimated 25 loss unknown). 26 t. Maass Licensee in Sweden. Maass improperly granted an exclusive license to 27 the Maass licensee in Sweden, Kjell Johansson and/or Turnkey Productions, 28 and/or 3D Mediatech, thereby preventing MSL from doing business in -149- COMPLAINT

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1 Sweden, causing significant damage to MSL. Specific projects lost in Sweden

2 as a result of Maass’ breaches include without limitation an installation 3 connected with the Eurovision Song Contest, a permanent installation for 4 AbbaWorld at “Abba The Museum” which, despite extensive negotiations 5 between MSL and AbbaWorld, was treated as an installation by Kjell 6 Johansson and/or 3D Mediatech and not MSL. Further, Kjell Johansson and/or 7 3D Mediatech made use of the license from Maass to carry out, or permit 8 Arena 3D and/or Sandvik, to carry out an installation at the IMTS Trade Show

9 in Chicago in 2010, which would have been prohibited under MSL’s standard 10 license terms (estimated loss 20,000 pounds Sterling). In addition, Maass 11 granted Arena 3D and/or Sandvik a patent license for the purpose of the 12 installation in breach of paragraph 2.3 of the Eyeliner Agreement, causing 13 significant damage to MSL. 14 u. Maass Licensee in Denmark. Maass granted a license or exclusive license to 15 the Maass licensee in Denmark, Vision 4, thereby hindering or preventing

16 MSL from doing business in Denmark, causing significant damage to MSL. 17 v. Maass Licensee in Germany. After expiration of the license between Maass 18 and the Maass licensee in Germany, Rent4Event GmbH, Maass failed to 19 procure that any new license to Rent4Event was granted by MSL on MSL’s

20 standard terms. Instead, Maass and/or Eventworks granted a new, exclusive 21 license to Rent4Event in Germany in or about September 2009. Further, 22 Maass improperly agreed that Rent4Event could sell foil, which would not

23 have been allowed under MSL’s standard terms. On information and belief, 24 Rent4Event has proceeded to make sales of foil including sales to MSL’s own 25 licensee in German, Outstanding Solutions GmbH. Further, such sales were 26 made at prices lower than the 600 pounds Sterling per square meter required by 27 MSL’s standard terms, causing significant damage to MSL. 28 446. Specific projects lost by MSL as a result of these breaches include without -150- COMPLAINT

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1 limitation an installation regarding a show by Mercedes Benz in China in 2011 on which MSL

2 was approached by CT China, but which Rent4Event succeeded in securing (estimated loss 3 50,000 pounds Sterling), an installation for Deutsche Telecom including foil sales, technical 4 support and equipment rental (estimated loss 150,000 pounds Sterling), installations for a 5 Mercedes Benz roadshow in Germany and other European countries in 2011 (estimated loss 6 230,000 pounds Sterling). 7 447. Diverting Installations from MSL to Maass Licensees. Maass and/or Eventworks 8 have diverted business from MSL to Eventworks or Maass licensees. Under paragraph 2.4 of the

9 Eyeliner Agreement, Japan is a territory allocated to MSL. At a meeting between Maass, 10 O’Connell and Rock on July 24-5, 2012, it was agreed that if MSL was successful in securing a 11 new partner in Japan, Maass, O’Connell and Rock would work together in good faith to ensure 12 that the new partner and the existing Maass licensee would benefit from expanded business in 13 Japan. Pursuant to that agreement, MSL pursued negotiations with Hakuhodo Inc., one of the 14 largest advertising agencies in Japan, for the grant of a license to carry out installations in Japan 15 and elsewhere in Asia, with the intent that Spin Co. Inc. (a Maass licensee) to benefit through the

16 selling of foil to Hakuhodo and/or sharing the license fees. In breach of the July 2012 agreement 17 and paragraph 2.3 of the Eyeliner Agreement, Maass excluded MSL from participation in the deal 18 with Hakuhodo and instead procuring the entire benefit of the license for Spin, causing significant 19 damages to MSL of at least $350,000 for the installation license and $700,000 for the foil license,

20 plus profits and royalties on other services. As a result of the uncertainty created by Maass’ 21 breaches of contract and breaches of fiduciary duty, Hakuhodo downgraded its license 22 requirements from a full license to a trial license only, as a result of which MSL has suffered

23 further damages and loss. 24 448. Unlawful interference with MSL Contracts. Big Machine Media, UK. Big 25 Machine Media was a licensee of MEL under a sub-license from MSL in connection with a 26 concert called “Best of Brittania.” On or about October 2, 2012, Maass falsely claimed in an 27 email to the Big Machine Media that if they proceeded with the contract with MSL they would 28 infringe his patent and should not be surprised “if a lawyer will shut down the system on your -151- COMPLAINT

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1 event.”

2 449. Maass and/or Eventworks has interfered with and competed unfairly with MSL 3 and MSL’s contracts and prospective economic advantage, including without limitation: 4 w. Kasu Mani Enterprises, India. Maass and/or Eventworks diverted or attempted 5 to divert a contract negotiated between MSL’s licensee in India, Kasu Mani 6 Enterprises, with the Bharatiya Janata Party, the ruling political party in 7 Gujarat, which had a contract value of over $10 million. Installations in India 8 belong exclusively to MSL under the Eyeliner Agreement and required the

9 unanimous prior approval of the Board of MSL. As a result of Maass’ breach, 10 MSL suffered losses regarding this transaction, in that Kasu Mani chose to use 11 local contractors for installation work instead of MSL, resulting in financial 12 losses to MSL of at least 265,000 pounds Sterling). In addition, while 13 purporting to relent in diverting this business, Maass secretly procured a 14 payment of approximately $250,000 from the Bharatiya Janata Party to himself 15 and/or to a company in India connection with Maass, Mosaic, as the price for a

16 separate license from him and/or for assurances that he would not intervene 17 further. 18 x. By emails dated August 2 and 4, 2013, Eventworks was arranging the sale of 19 100 foil units each of 6m x 4m belonging to an MSL Licensee (Kasu Mani

20 Enterprises) directly to a client in India, the Bharatiya Janata Party. 21 y. Interblock, Slovenia. Interblock, a Slovenian company engaged in the gaming 22 industry, has a global license from MSL for the use of holographic projection

23 technology on gaming floors. On or about October 26, 2012, Maass falsely 24 claimed in an email to the chairman of Interblock, Joc Pececnik, that MSL had 25 “no more rights” to “sell” his patent in the United States that Pececnik should 26 be aware that Maass would “make use of” his rights as a patent holder. 27 z. Activ8. MSL obtained a judgment for patent infringement against Activ8 in 28 the United Kingdom to enforce MSL’s patent in the UK. On September 14, -152- COMPLAINT

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1 2012, Maass emailed Activ8 stating “I will help you to crack the Musion

2 patents,” thereby threatening to undermine and destroy MSL’s patent rights in 3 the UK. 4 450. Supplying Foil to businesses other than Maass licensees and/or in MSL Territories. 5 In breach of paragraph 2.5(c) of the Eyeliner Agreement, Maass and/or Eventworks has supplied 6 foil to entities other than Maass licensees and/or to entities in territories belonging exclusively to 7 MSL, including without limitation a supply of foil to “3-Legged Dog”, a business in New York 8 connected with the Maass licensee in Denmark, Vision 4 (estimated loss 13,000 pounds Sterling),

9 a supply of foil to AV Concepts, an MSL licensee in California in at least 2012 (estimated loss 10 10,000 pounds Sterling). 11 451. By invoice dated August 6, 2013, Maass procured the further sale of 50m x 4m of 12 Foil from a company called Musion Global Limited directly to MSL Licensee in the United 13 States, AV Concepts. Maass is a 50% shareholder and founding director of Musion Global 14 Limited with James Rock. 15 452. Misrepresentation in foil sales by Eventworks to MSL. In about June 2006, in

16 order to induce MSL to purchase from Eventworks a 5km length of foil for approximately 17 330,000 pounds Sterling and to pay Maass a 20% management fee of 50,000 pounds Sterling, 18 Maass represented to MSL that Eventworks had purchased the foil from Mitsubishi for 250,000 19 pounds Sterling. MSL relied upon that representation when entering the contract. However,

20 MSL later discovered from Mitsubishi in July 2011 that the representation was false, and that 21 Eventworks had actually purchased the foil for only 120,000 pounds Sterling. Had MSL not been 22 misled by Maass’ misrepresentation, it would have paid only 120,000 pounds Sterling for the foil

23 and a 20% management fee of 24,000 pounds Sterling, causing financial damage to MSL of at 24 least 236,000 pounds Sterling. 25 453. Stock of foil in possession of Rent4Event. In about June 2006, MSL purchased 26 5km of foil from Eventworks that would be stored in Germany by the Maass licensee in 27 Germany, Rent4Event. By paragraph 2.5(a) of the Eyeliner Agreement, title in any foil currently 28 held in Germany by Rent4Event was transferred to MSL and Maass was required to direct -153- COMPLAINT

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1 Rent4Event to transfer possession of such foil to MSL. Certain of this stock of foil was supplied

2 to and/or accounted to MSL, but as of an audit in October 2009, at least 400-600 meters of this 3 foil was unaccounted for (about 10% of the total). On information and belief, such foil was sold 4 or otherwise transferred by Rent4Event in breach of paragraph 2.5(a) of the Eyeliner Agreement, 5 causing further damage to MSL. 6 454. Inducing breach of contract with Mitsubishi. In about 2010, Maass and/or 7 Eventworks procured from Mitsubishi over 2,400 square meters of fire retardant foil for free, by 8 falsely misrepresenting to Mitsubishi that he was authorized to do so by MSL. As a result, Maass

9 induced a breach of contract by Mitsubishi, which was prohibited by the terms of the Mitsubishi 10 Agreement from supplying foil to anyone other than MSL, causing substantial damage to MSL. 11 MSL would have sold the foil at the agreed price of 65 pounds Sterling per square meter, 12 resulting in lost sales to Eventworks of at least 156,000 pounds Sterling and lost profits of at least 13 140,000 pounds Sterling. 14 455. Patent Application. In 2011, Maass without notifying MSL and acting in concert 15 with Kjell Johannson and Michael Rahr (of Vision 4) filed a PCT patent application, number WO

16 2011/046505 A3. This application comprised “Future IP” within the meaning of paragraph 2.6 of 17 the Eyeliner Agreement, and said application was thus filed in breach of paragraph 2.6 of the 18 Eyeliner Agreement. Further, the application cites a number of processes that MSL had 19 previously disclosed in confidence to Maass and/or Kjell Johansson and/or Vision 4, causing

20 further damages to MSL. 21 456. Causing or Permitting Abandonment of IP. In breach of paragraph 2.6(f) of the 22 Eyeliner Agreement, Maass has failed to diligently prosecute all applications with respect to

23 Future IP and/or has failed to ensure that any patents granted with respect to Future IP be 24 maintained for the maximum time permitted by law. For example, Maass has ordered that monies 25 invoiced to MSL by patent agents Barker Brettell for work performed on the Switchable Codec 26 patents in China and Europe should not be paid, causing the application to be abandoned and 27 causing further damage to MSL. 28 457. Unlawful termination of the Eyeliner Agreement. Maass purported to terminate -154- COMPLAINT

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1 the Eyeliner Agreement on the ground that monies were due and owing to him from MSL under

2 paragraph 2.4(e) of the Eyeliner Agreement. Such purported termination, however, was invalid 3 because any sums due to Maass were far exceeded by the sums due to MSL from Maass as 4 alleged herein. The Eyeliner Agreement thus remains in full force and effect. 5 458. As a result of these breaches, MSL has been prevented from, or hampered in, 6 granting licenses to other licensees in the Maass licensee territories, carrying out installations in 7 the Maass licensee territories, and making foil sales in the Maass licensee territories, resulting in 8 significant financial loss to MSL.

9 459. Plaintiffs have fulfilled their contractual obligations under the Eyeliner Agreement 10 and/or are excused from performance by virtue of Maass’ breach thereof. 11 460. As a direct and proximate cause of Maass’ breach of the Eyeliner Agreement, 12 Plaintiffs have been damaged in an amount to be determined in accordance with proof at trial but 13 in excess of the jurisdictional requirement of this Court. 14 SIXTH CLAIM FOR RELIEF 15 (Intentional Interference With Prospective Economic Advantage)

16 (Against All Defendants) 17 461. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 18 though fully set forth herein. 19 462. Plaintiffs have an expectancy in continuing advantageous economic relationships

20 with current and prospective customers. These relationships contained the probability of future 21 economic benefit to Plaintiffs in the form of profitable sales of Plaintiffs’ patented fire-retardant 22 foil and/or systems for creating virtual 3D video images incorporating or using the foil and related

23 installation and other services. Had Defendants refrained from engaging in the unlawful conduct 24 alleged herein, there is a substantial probability that Plaintiffs would have earned significant new 25 and additional business, including without limitation business and sales that Defendants have 26 made to existing and prospective customers of Plaintiffs. 27 463. Defendants were aware of these economic relationships and intended to interfere 28 with and disrupt Plaintiffs’ relationships with actual and potential customers by (among other -155- COMPLAINT

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1 things) unlawfully assigning and granting licenses to intellectual property in which Plaintiffs have

2 at least a beneficial ownership interest to third parties without O’Connell’s consent as required by 3 the Eyeliner Agreement; by failing to share with O’Connell net income derived from exploitation 4 of intellectual property in which Plaintiffs have at least a beneficial ownership interest; by 5 misrepresenting to the public and customers that Defendants have exclusive patent rights in the 6 ‘212 patent, the ‘519 patent and the ‘361 patent when they do not have such exclusive rights; by 7 unlawfully monetizing the asserted patents without sharing the net income of such monetization 8 with O’Connell as required by the Eyeliner Agreement; by wrongfully suing Plaintiffs and others

9 for infringement of the ‘212 patent, the ‘519 patent and the ‘361 patent when Maass has testified 10 in the UK arbitration tribunal that at least the ‘212 patent “is a risky patent. It is a weak one 11 because once challenged from the right person it will die. That’s the biggest problem on weak 12 patents and Pepper’s Ghost 2 [the ‘212 patent] is one of those because many people can challenge 13 that which worked with me since 1998 . . . It [the ‘212 patent] is not very strong. It is good to 14 have and when you have friends who don’t’ challenge it, it is all good”; and by selling fire- 15 retardant foil and/or systems for creating virtual 3D video images incorporating or using such foil

16 that infringes Plaintiffs’ patents and other intellectual property rights. 17 464. Defendants’ interference was wrongful beyond the fact of the interference itself. 18 Defendants’ purported assignment and licensing to intellectual property in which Plaintiffs have 19 at least a beneficial ownership interest to third parties without O’Connell’s consent, failure to

20 share with O’Connell net income derived from exploitation of intellectual property in which 21 Plaintiffs have at least a beneficial ownership interest; fraudulent misrepresentation to the public 22 and customers that Defendants have exclusive patent rights in the ‘212 patent, the ‘519 patent and

23 the ‘361 patent when they do not have such exclusive rights; unlawfully monetization of the 24 asserted patents without sharing the net income of such monetization with O’Connell; and sales 25 of fire-retardant foil and/or systems for creating virtual 3D video images incorporating or using 26 such foil, constitute (among other things) breach of the Eyeliner Agreement, fraudulent 27 misrepresentation, unfair competition, infringement of Plaintiffs’ patents as alleged more fully 28 herein, conversion, unjust enrichment and false advertising, among others. -156- COMPLAINT

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1 465. As a direct and proximate result of Defendants’ misconduct as alleged herein,

2 Plaintiffs’ relationships with actual and potential customers has been disrupted, resulting in 3 significant damages, including without limitation lost sales and profits, lost customers and loss of 4 goodwill, in an amount to be determined at trial but in excess of the jurisdictional requirement of 5 this Court. 6 466. Unless Defendants are enjoined, they will continue to interfere with Plaintiffs’ 7 prospective economic advantage and will cause Plaintiffs irreparable injury for which there is no 8 adequate remedy at law, thereby entitling Plaintiffs to injunctive relief.

9 467. Defendants’ interference with Plaintiffs’ prospective economic advantage with its 10 current and prospective customers was willful, malicious and in conscious disregard of Plaintiffs’ 11 rights, thereby entitling Plaintiffs to punitive damages to punish and deter Defendants from future 12 wrongful conduct. 13 SEVENTH CLAIM FOR RELIEF 14 (Negligent Interference With Prospective Economic Advantage) 15 (Against All Defendants)

16 468. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 17 though fully set forth herein. This is a claim for negligent interference with prospective economic 18 advantage under California common law, not Nevada state law. 19 469. Plaintiffs have an expectancy in continuing advantageous economic relationships

20 with current and prospective customers. These relationships contained the probability of future 21 economic benefit to Plaintiffs in the form of profitable sales of Plaintiffs’ patented fire-retardant 22 foil and/or systems for creating virtual 3D video images incorporating or using the foil and related

23 installation and other services. Had Defendants refrained from engaging in the unlawful conduct 24 alleged herein, there is a substantial probability that Plaintiffs would have earned significant new 25 and additional business, including without limitation business and sales that Defendants have 26 made to existing and prospective customers of Plaintiffs. 27 470. Defendants knew or should have known of these economic relationships and knew 28 or should have known that these relationships would be interfered with and disrupted if -157- COMPLAINT

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1 Defendants failed to act with reasonable care in their purported assignment and licensing of

2 intellectual property in which Plaintiffs have at least a beneficial ownership interest to third 3 parties without O’Connell’s consent; failure to share with O’Connell net income derived from 4 exploitation of intellectual property in which Plaintiffs have at least a beneficial ownership 5 interest; misrepresentation to the public and customers that Defendants have exclusive patent 6 rights in the ‘212 patent, the ‘519 patent and the ‘361 patent when they do not have such 7 exclusive rights; monetization of the asserted patents without sharing the net income of such 8 monetization with O’Connell as required by the Eyeliner Agreement; and their sale of fire-

9 retardant foil and/or systems for creating virtual 3D video images incorporating or using such foil 10 that infringes Plaintiffs’ patents and other intellectual property rights. Defendants failed to act 11 with reasonable care in their commission of the foregoing acts. 12 471. Defendants’ interference was wrongful beyond the fact of the interference itself. 13 Defendants’ purported assignment and licensing to intellectual property in which Plaintiffs have 14 at least a beneficial ownership interest to third parties without O’Connell’s consent, failure to 15 share with O’Connell net income derived from exploitation of intellectual property in which

16 Plaintiffs have at least a beneficial ownership interest; fraudulent misrepresentation to the public 17 and customers that Defendants have exclusive patent rights in the ‘212 patent, the ‘519 patent and 18 the ‘361 patent when they do not have such exclusive rights; unlawfully monetization of the 19 asserted patents without sharing the net income of such monetization with O’Connell; and sales

20 of fire-retardant foil and/or systems for creating virtual 3D video images incorporating or using 21 such foil, constitute (among other things) breach of the Eyeliner Agreement, fraudulent 22 misrepresentation, unfair competition, infringement of Plaintiffs’ patents as alleged more fully

23 herein, conversion, unjust enrichment and false advertising, among others. 24 472. As a direct and proximate result of Defendants’ misconduct as alleged herein, 25 Plaintiffs’ relationships with actual and potential customers has been disrupted, resulting in 26 damages, including without limitation lost sales and profits, lost customers and loss of goodwill, 27 in an amount to be determined at trial but in excess of the jurisdictional requirement of this Court. 28 473. Unless Defendants are enjoined, they will continue to interfere with Plaintiffs’ -158- COMPLAINT

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1 prospective economic advantage and will cause Plaintiffs irreparable injury for which there is no

2 adequate remedy at law, thereby entitling Plaintiffs to injunctive relief. 3 TWELFTH CLAIM FOR RELIEF 4 (Unfair Competition) 5 (Against All Defendants) 6 474. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 7 though fully set forth herein. 8 475. The wrongful and illegal conduct committed by Defendants as alleged herein

9 constitutes unfair competition in violation of the common law of Nevada and other states in 10 which Defendants conduct their activities. In particular, Defendants have misappropriated and 11 infringed Plaintiffs’ intellectual property rights by (among other things) deceiving and 12 misrepresenting to actual and potential customers and the public that they have exclusive rights to 13 the ‘212 patent, the ‘519 patent and the ‘361 patent when they do not have such rights, by 14 infringing Plaintiffs’ patents in fire-retardant foil and other intellectual property rights, by failing 15 to share net income from the monetization of the ‘212 patent, the ‘519 patent and the ‘361 patent

16 with O’Connell as required by the Eyeliner Agreement, and other misconduct alleged herein. 17 476. The aforementioned unfair competition has caused Plaintiffs to suffer significant 18 damages in an amount to be determined at trial but in excess of the jurisdictional requirement of 19 this Court.

20 477. Defendants’ misconduct as alleged herein ’ was willful, malicious and in 21 conscious disregard of Plaintiffs’ rights, thereby entitling Plaintiffs to punitive damages to punish 22 and deter Defendants from future wrongful conduct.

23 NINTH CLAIM FOR RELIEF 24 (Breach of Fiduciary Duty) 25 (Against Maass and MDH) 26 478. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 27 though fully set forth herein. 28 479. As a former director of MSL and MIP, Maass owed certain fiduciary duties to the -159- COMPLAINT

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1 company, its creditors and shareholders, including O’Connell.

2 480. Maass breached his fiduciary duties by (among other things): 3 a. purporting to assign and/or grant licenses to the ‘212 patent, the ‘519 patent and 4 the ‘361 patent and other intellectual property to Hologram USA, Cirque du Soleil 5 My Call, LLC and other third parties without the consent of O’Connell and Rock; 6 b. continually failing to attend MIP Board of Directors’ meetings to resolve his 7 breaches of the Eyeliner Agreement; 8 c. diverting business opportunities away from MSL to himself or Eventworks, Ltd. in

9 which Maass and his wife are the sole owners, including installations in India, 10 Korea, Saudi Arabia, the Czech Republic, China, United States, and France; 11 d. granting licenses that prevented MSL from granting and receiving payment for 12 licenses in Sweden, Spain, Denmark, and Germany; 13 e. interfering with MEL and MSL’s contracts, including without limitation contracts 14 between MSL’s licensee Kasu Mani Enterprises and the Bharatiya Janata Party in 15 India worth over $10 million, a contract with Big Machine Media in the ,

16 Interblock in Slovenia, and MEL’s opportunity to license to Michael Flatley (the 17 famous Irish dancer) in another deal worth $10 million; 18 f. improperly diverting sales leads from the website (at least 150 per month) to 19 Eventworks, and inducing MEL employee Sharad Kumar to breach his

20 employment contract to do so; 21 g. supplying foil to businesses other than Maass licensees or in territories belonging 22 to MSL, in breach of the Eyeliner Agreement, including a supply of foil to 3-

23 Legged Dog in New York and AV Concepts in California; 24 h. criminally breaching Immigration Laws by retaining a U.S. citizen William 25 Hassebrock in an executive role at MSL without obtaining the necessary work 26 permits and causing Mr. Hassebrock to exclude O’Connell from the business 27 affairs of MEL, MIP and MSL, specifically against O’Connell’s wishes and 28 against the advice of counsel, placing the company and all executives at risk of -160- COMPLAINT

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1 punitive fines and imprisonment for up to 2 years;

2 i. unilaterally negotiating the terms for numerous deals without O’Connell’s input or 3 consent, including diverting income to Eventworks for projects with existing MSL 4 customers AV Concepts and Obscura Digital worth over $1 million; 5 j. inducing MEL employees to breach their employment contracts and paying MEL 6 employees money to induce them to disclose confidential trade secret information 7 concerning the business affairs of MSL and MEL, and to divert business 8 opportunities away from MSL and MEL, and to Maass’s company Eventworks

9 Dubai, causing significant financial loss; 10 k. instructing Barker Brettell (MSL’s counsel in the ) not to prosecute certain 11 intellectual property rights owned by MIP/MSL, which led to the abandonment of 12 numerous patent applications valuable to MSL and MIP; 13 l. Granting reseller rights to entities in India and Saudi Arabia without O’Connell’s 14 consent and without compensation to O’Connell or MIP, which are territories 15 belonging exclusively to MSL;

16 m. Continually refusing to permit an accounting of his financials in order that 17 O’Connell could calculate his share of net income received from exploitation of 18 the patents; 19 n. falsely claiming in 2012 that the Eyeliner Agreement was “outdated” which it was

20 not; 21 o. refusing to register the exclusive licenses to O’Connell and MSL in accordance 22 with the Eyeliner Agreement;

23 p. breaching promises made during a very important April 16, 2013 shareholder 24 meeting during which Maass agreed (among other things) to transfer all patents 25 and trademarks from MSL to MIP: as the meeting minutes reflect, “All IP not 26 currently held in MIP would be transferred to MIP immediately. This includes the 27 ‘PG1’ patent [the ‘519 patent] (currently held by Maass) and the ‘PG2’ patent [the 28 ‘212 patent] (currently held by MSL). All Musion trademarks would be -161- COMPLAINT

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1 transferred to MIP.”

2 q. Secretly conspiring with James Rock to repudiate the April 20 and May 17, 2013 3 Board resolutions proposed by MSL, MIP and MEL to re-commence the earlier 4 arbitration against Maass and Eventworks on behalf of MSL immediately upon 5 Maass’ purported termination of the Eyeliner Agreement and instructing MSL’s 6 lawyers not to commence arbitration unless instructed by Maass; 7 r. Conspiring to conceal and/or downgrade considerably the value of the intellectual 8 property rights owned by MSL before the administrators’ “pre-arranged” sale of

9 MSL’s intellectual property to MDH, which was valued at the ridiculously low 10 sum of between 0 and 100,000 pounds Sterling. A highly-experienced attorney 11 (John Lawrence) criticized the valuation as sloppy, failing to consider that the 12 value of flame-retardant foil is greatly enhanced because it is patent-protected, 13 and grossly understated. The Court of Appeal characterized Maass’ purported 14 termination of the licenses as “catastrophic” to the value of MSL; and 15 s. Usurping corporate opportunities rightly fully belonging to MIP and O’Connell, as

16 all as more fully alleged herein. 17 481. As a direct and proximate cause of Maass’ breaches of fiduciary duty, Plaintiffs 18 have suffered damages in an amount to be determined at trial. 19 TENTH CLAIM FOR RELIEF

20 (False Advertising in violation of 15 U.S.C. §1125(a)) 21 (Against All Defendants) 22 482. Plaintiffs incorporate by reference the preceding allegations in the Complaint as

23 though fully set forth herein. 24 483. As alleged herein, Defendants have made public communications and 25 announcements falsely asserting that they have exclusive rights to the ‘212 patent, the ‘519 patent 26 and the ‘361 patent when in fact they do not, and falsely asserting that Plaintiffs have no rights in 27 or licenses to these patents when in fact they do (among other things). As just one recent 28 example, in May 2015, Plaintiffs sent a cease and desist letter to the Tennis Hall of Fame & -162- COMPLAINT

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1 Museum in Newport, Rhode Island falsely claiming that Plaintiffs own exclusive rights to the

2 Eyeliner technology (when in fact the holographic projection apparatus installed there meets the 3 claims of the ‘247 patent licensed exclusively to M3D). These statements are false and 4 misleading at least because Defendants do not in fact have exclusive rights to these patents as 5 represented and because contrary to Defendants’ misrepresentations, Plaintiffs do in fact have 6 licenses and/or beneficial interests to the ‘212 patent, the ‘519 patent and the ‘361 patent at least 7 as a result of the grant of licenses to MSL, MEL and O’Connell in the Eyeliner Agreement and as 8 a result of MSL’s assignment of its intellectual property rights to MIP sometime before MSL’s

9 bankruptcy (which Defendants have failed to disclose). Plaintiffs’ false advertising and 10 misrepresentations need not have been made directly to the UK Plaintiffs in order to be 11 actionable. Instead, Plaintiffs’ false advertising and misrepresentations that Plaintiffs own all 12 exclusive rights to the ‘212 patent, the ‘519 patent and the ‘361 patent (when in fact they do not) 13 and that the UK Defendants have no rights to the ‘212 patent, the ‘519 patent and the ‘361 patent 14 (when in fact they do) were made to the public and to potential customers of MEL and/or M3D, 15 including without limitation customers in Delhi, India relating to the Tata Nano motorcar on a

16 date prior to January 14, 2008, installations in Mumbai, India relating to Tata Trucks in or before 17 March 2012, installations in India relating to the Honda Hero motorcycle and also related to a 18 company called idream Production Pvt Ltd., installations in Korea at the Japan Pavilion at the 19 Yeosu World Expo in about July 2012, installations in Saudi Arabia in connection with Saudi

20 Telecom, King Abdulaziz, Jeddah, and King Abdullah University of Science and Technology, 21 Jeddah, installations for at least three wedding receptions in Saudi Arabia, installations in Prague, 22 Czech Republic in connection with Hyundai, and installations in Paris, France related to Toyota.

23 484. Defendants’ statements have deceived, or have a tendency to deceive, a substantial 24 segment of the intended audience, including potential purchasers and licensees of Plaintiffs’ 25 products and services. 26 485. The misrepresentations and omissions by Defendants are material and are likely to 27 influence purchasing decisions in the relevant markets. Such misconduct has proximately caused 28 and/or is likely to cause injury to Plaintiffs by diverting sales and licensing opportunities from -163- COMPLAINT

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1 Plaintiffs to Defendants. Such misconduct has also irreparably harmed Plaintiffs by leading

2 customers and others in the trade to believe wrongfully that Defendants have exclusive rights to 3 the ‘212 patent, the ‘519 patent and the ‘361 patent (when they do not) and that Plaintiffs have no 4 beneficial interests in the ‘212 patent, the ‘519 patent and the ‘361 patent (when in fact they do). 5 Defendants’ misconduct has substantially injured the goodwill and business reputation of 6 Plaintiffs. As a direct and proximate result of Defendants’ false advertising, Plaintiffs have been 7 damaged in an amount to be proven at trial but in excess of the jurisdictional requirement of this 8 Court.

9 486. The parties’ respective products, technology and services about which Defendants’ 10 have been misrepresentations, and falsely advertised are marketed and sold in interstate 11 commerce between the United States and UK countries, and Defendants’ misrepresentations and 12 omissions were communicated across state borders and in interstate commerce. 13 487. Defendants’ publication of the misrepresentations, false advertising and omissions 14 alleged herein constitutes false and deceptive trade practices in violation of Section 43(a) of the 15 Lanham Act, 15 U.S.C. §1125(a).

16 488. As a direct and proximate result of Defendants’ false advertising, Plaintiffs have 17 and continue to suffer damages in an amount to be determined at trial but in excess of the 18 jurisdictional requirement of the Court. 19 489. Plaintiffs are entitled to recover Defendants’ profits from their misconduct in

20 violation of the Lanham Act, and an award of damages up to three times the amount found as 21 damages and attorneys’ fees and costs under 15 U.S.C. §1117(a). 22 490. Unless Defendants are enjoined, Plaintiffs will continue to suffer irreparable harm

23 for which there is no adequate remedy at law, thereby entitling Plaintiffs to injunctive relief. 24 ELEVENTH CLAIM FOR RELIEF 25 (Fraudulent Misrepresentation) 26 (Against All Defendants) 27 491. Plaintiffs incorporate by reference the preceding allegations in the Counterclaim as 28 though fully set forth herein. -164- COMPLAINT

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1 492. Defendants have fraudulently misrepresented to the public and potential customers

2 that they have exclusive rights to the ‘212 patent, the ‘519 patent and the ‘361 patent when they 3 do not have such rights, and by falsely stating that the Plaintiffs do not have any beneficial 4 interests in the ‘212 patent, the ‘519 patent and the ‘361 patent and other intellectual property 5 rights (when they do in fact have such interests) and by falsely stating that Plaintiffs do not have 6 any license to the ‘212 patent, the ‘519 patent and the ‘361 patent and other intellectual property 7 rights when they do have such licenses, including without limitation statements to customers in 8 Delhi, India relating to the Tata Nano motorcar on a date prior to January 14, 2008, customers in

9 Mumbai, India relating to Tata Trucks in or before March 2012, customers in India relating to the 10 Honda Hero motorcycle and also related to a company called idream Production Pvt Ltd., 11 customers in Korea at the Japan Pavilion at the Yeosu World Expo in about July 2012, customers 12 in Saudi Arabia in connection with Saudi Telecom, King Abdulaziz, Jeddah, and King Abdullah 13 University of Science and Technology, Jeddah, customers for at least three wedding receptions in 14 Saudi Arabia, customers in Prague, Czech Republic in connection with Hyundai, and customers 15 in Paris, France related to Toyota. Defendants’ statements to these customers were false when

16 made because Plaintiffs do in fact have licenses and beneficial interests in and to the ‘212 patent, 17 the ‘519 patent and the ‘361 patent, and it is Plaintiffs (not Defendants) who can and should have 18 made sales to these customers. 19 493. Further, at least Maass has committed fraud by representing to courts (including

20 the UK Commercial Courts) that he is impoverished and needs more time to pay the required sum 21 of 47,250.56 Pounds Sterling (about $75,000) when Maass has in fact collected (or is about to 22 collect) significant sums from monetization of the asserted patents, including at least from

23 settlement and/or license payments from Cirque du Soleil My Call and other parties and perhaps 24 other license payments. Maass has represented to the UK Commercial Court that he will pay the 25 security for costs order of 47,250.56 Pounds Sterling following the receipt of settlement funds he 26 is expecting from Cirque du Soleil. 27 494. Such misrepresentations were false and were knowingly false when made because 28 Defendants know that Plaintiffs have a beneficial ownership interest (through MIP) in the ‘212 -165- COMPLAINT

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1 patent, the ‘519 patent and the ‘361 patent and other intellectual property by virtue of the Eyeliner

2 Agreement and know that Plaintiffs have licenses to the ‘212 patent, the ‘519 patent and the ‘361 3 patent and certain other intellectual property rights by virtue of the Eyeliner Agreement. 4 495. Such misrepresentations were intended to persuade (and did actually persuade) 5 actual and potential customers to do business with Defendants and to refrain from doing business 6 with Plaintiffs, and Defendants’ misrepresentations were material to actual and potential 7 customers’ decisions to do business with Defendants and to refrain from doing business with 8 Plaintiffs.

9 496. As a direct and proximate result of Defendants’ fraudulent misrepresentations, 10 Plaintiffs have been damaged in the form of lost business, sales and goodwill in an amount to be 11 determined at trial but in excess of the jurisdictional requirement of the court. 12 497. Plaintiffs’ fraudulent misrepresentations as alleged herein were willful, malicious 13 and in conscious disregard of Plaintiffs’ rights, thereby entitling Plaintiffs to punitive damages to 14 punish and deter Defendants from future wrongful conduct. 15 TWELFTH CLAIM FOR RELIEF

16 (Conversion) 17 (Against All Defendants) 18 498. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 19 though fully set forth herein.

20 499. Plaintiffs (through O’Connell and MIP) are entitled to share in the net income 21 derived by Maass from exploitation of the foil and Licensed Product (and any Registered IP, 22 unregistered IP and Future IP) as required by the Eyeliner Agreement. In addition, Maass is

23 required by the Eyeliner Agreement to obtain O’Connell and Rock’s consent before assigning, 24 licensing or otherwise encumbering any rights in the ‘212 patent, the ‘519 patent and the ‘361 25 patent and other intellectual property. 26 500. By purporting to terminate the Eyeliner Agreement and purporting to assign and/or 27 license the ‘212 patent, the ‘519 patent and the ‘361 patent and other intellectual property rights 28 to Hologram USA, Cirque du Soleil My Call and others without first obtaining O’Connell’s -166- COMPLAINT

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1 consent or paying to O’Connell (through MIP) his share of net income to which MIP is entitled,

2 Maass and the other Defendants have misappropriated and converted Plaintiffs’ ownership 3 interest in and to their share of net income. 4 501. Allowing Maass and the Defendants to retain the benefits received as a result of 5 their conversion of Plaintiffs’ proper share of net income would unjustly enrich Defendants at the 6 expense of the Plaintiffs. 7 502. As a direct and proximate result of Defendants’ conversion, Plaintiffs have been 8 damaged in an amount to be determined at trial but in excess of the jurisdictional requirement of

9 the court. 10 THIRTEENTH CLAIM FOR RELIEF 11 (Unjust Enrichment/Disgorgement) 12 (Against All Defendants) 13 503. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 14 though fully set forth herein. This is a claim for unjust enrichment under the federal common 15 law.

16 504. Through their fraudulent misrepresentations, unfair competition, breach of 17 contract, and other misconduct alleged herein, substantial benefits were conferred on the 18 Defendants unjustly in the form of license fees, royalties, revenues from sales of foil and other 19 products, installation and other services, and other monies received from third parties a share to

20 which the Plaintiffs (through MIP) are entitled under the Eyeliner Agreement. 21 505. Defendants were aware at all relevant times that the above benefits were being 22 conferred on them.

23 506. Under the circumstances, it would be unjust to allow Defendants to retain all 24 license fees, royalties and other monies received from exploitation of the ‘212 patent, the ‘519 25 patent and the ‘361 patent, installation and other services, and sales of foil and Licensed Products 26 when at least one-third of such license fees, royalties and other monies properly belongs to the 27 Plaintiffs (through MIP) under the Eyeliner Agreement. 28 507. Plaintiffs are therefore entitled to full restitution and disgorgement by Defendants -167- COMPLAINT

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1 of at least one-third of all license fees, royalties and other monies received by Defendants from

2 their exploitation of the ‘212 patent, the ‘519 patent and the ‘361 patent, and sales of foil, 3 installation and other services, and Licensed Products. 4 FOURTEENTH CLAIM FOR RELIEF 5 (Declaratory Judgment) 6 (Against All Defendants) 7 508. Plaintiffs incorporate by reference the preceding allegations in the Complaint as 8 though fully set forth herein.

9 509. There is an actual, substantial and continuing controversy between the UK 10 Defendants and Plaintiffs and Defendants regarding the true ownership of the ‘212 patent, the 11 ‘519 patent and the ‘361 patent and the nature and scope of rights related thereto, and a 12 declaration of rights is both necessary and appropriate to establish (among other things) that 13 Plaintiffs do not own exclusive rights to the ‘212 patent, the ‘519 patent and the ‘361 patent, that 14 instead the Plaintiffs beneficially own and/or hold perpetual, irrevocable licenses to the ‘212 15 patent, the ‘519 patent and the ‘361 patent, that Plaintiffs cannot be liable for infringement of the

16 ‘212 patent, the ‘519 patent and the ‘361 patent. 17 PRAYER FOR RELIEF 18 WHEREFORE, Plaintiffs pray for: 19 (a) An Order adjudging Defendants to have infringed Plaintiffs’ patents and

20 trademarks under 35 U.S.C. § 271 and 15 U.S.C. § 1114 et seq.; 21 (b) An Order adjudging Defendants to have willfully infringed Plaintiffs’ patents and 22 trademarks under 35 U.S.C. § 271 and 15 U.S.C. § 1114 et seq.;

23 (c) A permanent injunction under 35 U.S.C. § 283 and 15 U.S.C. § 1114 et seq. 24 enjoining Defendants, their officers, directors, agents, servants, employees and attorneys, and 25 those persons acting in concert or participation with them, from directly or indirectly infringing 26 Plaintiffs’ patents and trademarks in violation of 35 U.S.C. § 271 and from engaging in unfair 27 competition and all other misconduct alleged herein; 28 (d) An Order that Defendants account for all damages by their infringement of -168- COMPLAINT

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1 Plaintiffs’ patents and trademarks in violation of 35 U.S.C. § 271 and 15 U.S.C. § 1114 et seq.,

2 and that Defendants pay to Plaintiffs all damages suffered by Plaintiffs; 3 (e) An order for a trebling of damages and/or enhanced damages due to Defendants’ 4 willful misconduct under 35 U.S.C. § 284 and 15 U.S.C. § 1117 et seq.; 5 (f) An Order adjudicating that this is an exceptional case; 6 (g) An award to Plaintiffs of the attorneys’ fees and costs incurred by them in 7 connection with this action under 35 U.S.C. § 285 and 15 U.S.C. § 1117 et seq.; 8 (h) An award to Plaintiffs of their costs of suit herein;

9 (i) Judgment requiring Defendants to pay special, general, treble and punitive 10 damages to Plaintiffs in accordance with proof at trial; 11 (j) Judgment requiring Defendants to account for and disgorge their profits to 12 Plaintiffs; 13 (k) Judgment be entered declaring that Plaintiffs (through MIP) have a one-third 14 beneficial ownership interest in U.S. Patent No. 5,865,519, U.S. Patent No. 7,883,212, and U.S. 15 Patent No. 8,328,361, and that Plaintiffs (through MIP) have a perpetual, irrevocable, exclusive,

16 sub-licensable, royalty-free license to U.S. Patent No. 5,865,519, U.S. Patent No. 7,883,212, and 17 U.S. Patent No. 8,328,361 in the United States and elsewhere in accordance with the Eyeliner 18 Agreement; 19 (l) Judgment be entered that O’Connell’s assignments (on behalf of MSL) of the ‘212

20 patent, the ‘361 patent and certain other intellectual property rights to MIP be declared valid; 21 (m) An award of pre-judgment and post-judgment interest to Plaintiffs; 22 (n) For such other and further relief as the Court deems just and proper.

23 24 25 26 27 28 -169- COMPLAINT

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1 Dated: March 13, 2016 SAN DIEGO IP LAW GROUP LLP

2

3 By: /s/James V. Fazio, III JAMES V. FAZIO, III 4 TREVOR Q. CODDINGTON, PH.D. 5 Attorneys for Plaintiffs, IAN CHRISTOPHER O’CONNELL, MUSION EVENTS 6 LTD., MUSION 3D LTD., MUSION IP LTD., and HOLICOM FILMS LTD. 7

8 9 10 11 12 13 14 15

16 17 18 19

20 21 22

23 24 25 26 27 28 -170- COMPLAINT

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1 DEMAND FOR JURY TRIAL

2 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiffs Ian Christopher 3 O’Connell, Musion Events Ltd., Musion 3D Ltd., Musion IP Ltd. and Holicom Films Ltd. hereby 4 demand a trial by jury of all issues so triable.

5 Dated: March 13, 2016 SAN DIEGO IP LAW GROUP LLP

6

7 By: /s/James V. Fazio, III JAMES V. FAZIO, III 8 TREVOR Q. CODDINGTON, PH.D.

9 Attorneys for Plaintiffs, IAN CHRISTOPHER O’CONNELL, MUSION EVENTS 10 LTD., MUSION 3D LTD., MUSION IP LTD., and HOLICOM FILMS LTD. 11 12 13 14 15

16 17 18 19

20 21 22

23 24 25 26 27 28 -171- COMPLAINT