Doyle S. Byers, #11440 Cory A. Talbot, #11477 Engels J. Tejeda, #11427 Chelsea J. Davis, #16436 HOLLAND & HART LLP 222 S. Ma

Case 2:19-cv-00713-DAK-EJF Document 71 Filed 12/13/19 Page 1 of 21

Doyle S. Byers, #11440 Cory A. Talbot, #11477 Engels J. Tejeda, #11427 Chelsea J. Davis, #16436 HOLLAND & HART LLP 222 S. Main Street, Suite 2200 Salt Lake City, UT 84101 Telephone: (801) 799-5800 Facsimile: (801) 799-5700

Attorneys for David K. Broadbent as Court- Appointed Receiver

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

FEDERAL TRADE COMMISSION, and MONITOR’S REPORT UTAH DIVISION OF CONSUMER PROTECTION, Case Number 2:19-cv-00713

Plaintiffs,

vs.

ZURIXX, LLC, a Utah limited liability company, CARLSON DEVELOPMENT GROUP, LLC, a Utah limited liability company, CJ SEMINAR HOLDINGS, LLC, a Utah limited liability company, ZURIXX FINANCIAL, LLC, a Utah limited liability company, CRISTOPHER A. CANNON, individually and as an officer of ZURIXX, LLC, JAMES M. CARLSON, individually and as an officer of ZURIXX, LLC, and JEFFREY D. SPANGLER, individually and as an officer of ZURIXX, LLC,

Defendants.

Case 2:19-cv-00713-DAK-EJF Document 71 Filed 12/13/19 Page 2 of 21

On October 1, 2019, the Court entered its Ex Parte Temporary Restraining Order with

Asset Preservation, Appointment of a Temporary Monitor over Corporate Defendants, and Other

Equitable Relief, and Order to Show Cause Why a Preliminary Injunction Should Not Issue (Dkt.

No. 24) (the “Order”). The Order appointed David K. Broadbent as the “temporary monitor for the Monitored Entities and any of their affiliates, subsidiaries, successors, and assigns, wherever located,”1 (Order § X), and directed him to submit this Report “prior to the preliminary injunction show cause hearing set by Section XXII of this Order” with “the Monitor’s findings, including” the following:

A. The Monitored Entities’ compliance with this Order;

B. An accounting of the Monitored Entities’ financial transactions as they relate to the practices charged in the Complaint or Defendants’ Products;

C. A description of the Monitored Entities’ corporate structures including all parents, subsidiaries (whether wholly or partially owned), divisions (whether incorporated or not), affiliates, branches, charters, joint ventures, partnerships, franchises, operations under assumed names, and all ownership interests of the Monitored Entities.

(Order § XII at 20.)

However, before the Report was submitted, the parties agreed to a Stipulated Preliminary

Injunction (Dkt. No. 54) (the “Injunction”). In light of that stipulation, the Court vacated the preliminary injunction show cause hearing, (see Dkt. No. 53), thereby eliminating the

1 The Order defined the “Monitored Entities” as the “Corporate Defendants and any other entity that has conducted any business related to the marketing or sale of Defendants’ Products, including receipt of Assets derived from any activity that is subject of the Complaint in this matter, and that the Monitor determines is controlled or owned by any Defendant.” (Order at 7.) The “Corporate Defendants,” in turn, were defined as “Zurixx, LLC, Carlson Development Group, LLC, CJ Seminar Holdings, LLC, and Zurixx Financial, LLC, and each of their subsidiaries, affiliates, successors, and assigns.” (Id. at 6.)

Case 2:19-cv-00713-DAK-EJF Document 71 Filed 12/13/19 Page 3 of 21

requirement to file the report discussed above. The Injunction also did away with the role of temporary monitor and, instead, appointed “David K. Broadbent . . . as receiver over the

Receivership Entities with full powers of an equity receiver.” (Injunction at 17 § XIV.)

Following that appointment, the Court requested that Mr. Broadbent (the “Monitor” or the

“Receiver”)2 submit this Report.

REPORT

I. Summary of the Monitor’s work

The Court entered its Order appointing the Monitor on October 1, 2019. That same day, the Monitor met with personnel from the FTC and Division to discuss gathering information and documents from Defendants consistent with the terms of the Order. The next day, the Monitor and his team went to the headquarters of Zurixx, LLC in Cottonwood Heights, Utah, with law enforcement and personnel from the FTC and Division. Investigators from the FTC obtained documents, including electronic documents, and the Monitor and his team obtained documents and began interviews with personnel from the Monitored Entities.

The Monitor’s team interviewed each of the Individual Defendants, as well as the heads of Zurixx’s departments and various members of those departments. The Monitor’s team requested and reviewed a significant number of documents, although many document requests were unfulfilled at the time the Court appointed Mr. Broadbent as the Receiver. The Monitor’s team also listened to many recorded sales events put on by the Monitored Entities and to many

2 Unless otherwise noted, defined terms are taken from the Injunction.

Case 2:19-cv-00713-DAK-EJF Document 71 Filed 12/13/19 Page 4 of 21

recorded sales calls put on by the Monitored Entities from both before and during the time of the

Monitor’s appointment.

II. The Monitor’s findings

A. Description of the Monitored Entities’ corporate structures

The Court ordered the Monitor to provide “[a] description of the Monitored Entities’ corporate structures including all parents, subsidiaries (whether wholly or partially owned), divisions (whether incorporated or not), affiliates, branches, charters, joint ventures, partnerships, franchises, operations under assumed names, and all ownership interests of the Monitored

Entities.” (Order § XII(C) at 20.)

Defendants develop, market, sell, and fulfill “financial education programs” throughout the United States and Canada. (Zurixx, LLC. United States Transfer Pricing Documentation for the 2017 Tax Year, attached as Ex. 1, at 8.) These programs start with free two-to-three hour preview meetings, characterized by the Monitored Entities as “comprehensive educational seminars,” which are, in fact, events designed to sell consumers, or “students,” access to paid three-day workshops. Following the workshops, Defendants sell students additional services: advanced training camps, coaching services, mentoring services, and summits. Defendant Jim

Carlson confirmed that the following generally represents Defendants’ product funnel:

Case 2:19-cv-00713-DAK-EJF Document 71 Filed 12/13/19 Page 5 of 21

Coaching

Mentorship Preview Workshop Advanced camps

Backend support 1111 111

(Ex. 1 at 13.) Defendants’ programs are tied to, and promoted by, various “celebrities” to provide real estate, business strategy, entrepreneurship, and coaching and mentoring programs.

The Monitored Entities are comprised of four groups of entities: (1) Zurixx, LLC; (2)

Dorado Marketing & Management, LLC; (3) Brand Management Holdings, LLC and subsidiaries; and (4) Global Learning Alliance, LLC. As of October 2, 2019, there were approximately 100 employees of Zurixx, LLC and 20 employees of Dorado Marketing &

Management, LLC. Beyond that, Zurixx, LLC paid several hundred “independent contractors” over the course of a normal calendar year, which made up about 80% of the Monitored Entities’ payroll.

Turning to the organizational structure, the available ownership information for these entities was incomplete and, in some instances, inconsistent. That said, the Monitor believes that these entities are structured as follows:

Case 2:19-cv-00713-DAK-EJF Document 71 Filed 12/13/19 Page 6 of 21

Zurixx, LLC3

James M. Carlson Jeffrey D. Spangler Cristopher A. Cannon

Carlson Development Sofia Reyes JSS Investment CAC Investment Group, LLC (UT) Descendants Trust Holdings, LLC Holdings, LLC

CJ Seminar Zurixx Financial, LLC (UT) Holdings, LLC

Zurixx, LLC (UT)

Zurixx, LLC operates events – preview seminars, workshops, summits, etc. – and fulfillment in the United States and Canada. It does business under multiple names, including

Flipping Formula Education, Success Path Education, Advanced Real Estate Education, Shark

Academy, Advanced Financial Training, Daymond John Success Formula, Financial Education,

In-Source Connection LLC, Premium Corporate Services, Rules of Renovation, USA Loan

Processing, Premium Financial Training, and Launch Academy.

Zurixx, LLC offered a number of educational programs, which it described as follows:

3 The Receiver is not confident that this chart accurately reflects the corporate structure. The articles of organization for Zurixx Financial, LLC say that Carlson and Carlson Development Group, LLC are the members. Also, there are many missing organizational documents. For instance, the Receiver has no corporate documents for CJ Seminar Holdings, LLC, CAC Investment Holdings, LLC, JSS Investment Holdings, or Carlson Development Group, LLC. Also, according to Carlson, the Sofia Reyes Descendants Trust provided an initial cash investment in the business and is now only a “silent partner.” The Receiver continues to investigate this.

Case 2:19-cv-00713-DAK-EJF Document 71 Filed 12/13/19 Page 7 of 21

Success Path Education: This real estate training “workshop teaches participants how to

successfully renovate and ‘flip’ houses by focusing on topics like business planning and goal

setting, asset protection, acquisition funding, and legal entity formation.” (Ex. 1 at 11.) The

program is built around celebrities Tarek El Mousa and Christina Anstead from HGTV’s “Flip or

Flop.”

Daymond John’s Launch Academy: This entrepreneurial workshop is designed to “help[]

prospective entrepreneurs make the transition from an idea to the actual launch of a business,”

and to “teach participants strategies to manage money, position the business, and creat[e] a legacy.” (Id. at 12.) Daymond John appears as an investor on the ABC reality television show

“Shark Tank.”

The Flipping Formula: This program is similar to Success Path Education in that

“participants learn how to find unlisted properties, which are below market value, obtain

financing, create cash flow, and complete a wholesale real estate transaction in 60 to 90-days.”

The program is a “partnership” with Pete Souhleris and Dave Seymour of the A&E reality TV

show “Flipping Boston.”

Winning the Property War: This educational program provides “flipping and wholesaling

strategies” from Doug Hopkins (of the Discovery Channel series “Property Wars”) and Damon

Line.

Property Bank: Another real estate educational program, Property Bank “teaches

participants how to find growth and wealth opportunities.” The program was created by Mike

Baird (Spike TV’s “Flip Men”) and Greg Herlean (author of “Bank on This”).

Case 2:19-cv-00713-DAK-EJF Document 71 Filed 12/13/19 Page 8 of 21

Additional educational programs are associated with other celebrities, such as author and

sales trainer Grant Cardone (10X), Robert Herjabec (“Shark Tank”), and Hillary Farr (HGTV’s

“Love It or List It”).

Dorado Group

James M. Carlson Jeffrey D. Spangler Cristopher A. Cannon

Carlson Development Sofia Reyes JSS Investment CAC Investment Group, LLC(PR) Descendants Trust Holdings, LLC Holdings, LLC(PR)

Zurixx Financial, LLC(PR)

SO%

Dorado Marketing & Management, LLC

By agreement, Dorado Marketing & Management, LLC (“Dorado”) provides services to

Zurixx, LLC, primarily marketing, event management, and celebrity contract management.

Dorado also provides administrative executive support for marketing and events.4

4 Dorado is based in Dorado, Puerto Rico. It appears that the tie to Puerto Rico is based on tax incentives related to Puerto Rico’s Act No. 20 of 2012, as amended, known as the “Export Services Act,” “the Act,” or “Act 20,” which established incentives designed to stimulate the development of a wide variety of ventures in Puerto Rico, including the export of services.

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Brand Management Group

James M.Carlson JeffreyO.Spangler Cristopher A. Cannon

Carlson Development Group, LLC (UT) .,,.

SO% SO%

Fast Track Flips NV Wealth Corporation MGMTLLC MGMTLLC

Attalnable NV Wealth Fast Track Flips LLC EventsllC Corporation LLC

Via its network of wholly-owned limited liability companies, Brand Management

Holdings, LLC (“Brand Management”) contracts with the various celebrities who partner with

Zurixx to put on financial education programs. Brand Management’s network is structured such that the bottom-level company contracts with celebrities and customers. Because the chart is difficult to read, below is the ownership structure in bullet-point format:

• Brand Management Holdings LLC (DE)5

o Advanced Education (CA) MGMT, LLC (DE)

. Advanced Education (CA), LLC (UT)

o Attainable Events MGMT LLC (DE)

. Attainable Events LLC (WY)

o Breakthrough Events MGMT LLC (DE)

5 Indicates state of entity organization.

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o Entrepreneur MGMT LLC (DE)

. Success Formula LLC (NV)6

o Fast Track Flips MGMT LLC (DE)

. Fast Track Flips LLC (NV)

o High Point Training MGMT LLC (DE)7

. High Point Training LLC (WY)

o NV Wealth Corporation MGMT LLC (DE)

. NV Wealth Corporation LLC (NV)

o Omni Wealth MGMT LLC (DE)

. Omni Wealth LLC (NV)

o Premium Education (CAL) MGMT, LLC (DE)

. Premium Education (CAL) LLC (CA)

o Professional Education MGMT LLC (DE)

. Professional Education LLC (NV)

o Real Estate MGMT LLC (DE)

. Real Estate Education LLC (NV)

o Will to Win MGMT, LLC (DE)

. Will to Win, LLC (NV)8

6 This entity contracts with Daymond John and promotes programs ostensibly developed by him. 7 High Point Training MGMT LLC was formerly known as High Point Education MGMT LLC. 8 This entity contracts with Robert Herjabec and promotes programs ostensibly developed by him.

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Defendants’ documents reflect that the following Monitored Entities are “inactive or not needed”:

• Breakthrough Events Mgmt LLC (DE)

• Breakthrough Events LLC (TX)

• Education Annex MGMT LLC (DE)9

• Education Annex LLC (NV)10

• Misc Real Estate MGMT LLC (DE)

• Zurixx Marketing, LLC (WY)

• Continuing Real Estate Education (WY)11

o According to Carlson, this entity was initially created for contracting with

celebrities Tarek and Christina El Mousa, but is dormant and was never used.

Finally, RE Cash Source is a wholly-owned subsidiary of Zurixx Financial, LLC. It was created to provide bridge loans for students to purchase rental properties from vendors associated with Zurixx, LLC’s Las Vegas Summit event. According to Carlson, RE Cash Source generated significant losses and ceased lending in or about 2014. RE Cash Source does still have some outstanding loans, but does not function otherwise.

9 This entity appears to have been dissolved as of February 12, 2019. 10 This entity appears to have been dissolved as of February 12, 2019. 11 Continuing Real Estate Education was formerly known as Success Path Education.

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Global Learning Alliance Group

James M. Carlson Jeffrey D. Spangler Cristopher A. Cannon

JSS Investment Holdings, LLC

CJ Seminar Holdings, LLC

Global Learning Alliance, LLC

Global Learning Alliance, LLC was purchased to put on large-scale events attended by celebrities and customers. Citing lack of profitability, Carlson stated that this business was being shut down at the time of the Monitor’s appointment.

B. Accounting of the Monitored Entities’ financial transactions as they relate to the practices charged in the Complaint or Defendants’ Products

The Receiver retained Rocky Mountain Advisory (“RMA”) as accounting professionals.

RMA prepared an Accounting Status Report as of October 31, 2019. The Accounting Status

Report is submitted with this Report at Exhibit 2.12

C. The Monitored Entities’ compliance with the Order

The Order imposed a variety of restrictions on the Monitored Entities.

1. Compliance with Section I of the Order

The Court enjoined the Monitored Entities and others from engaging in a variety of

business activities in Section One of the Order:

IT IS THEREFORE ORDERED that Defendants, Defendants’ officers, agents, employees, and attorneys, and all other Persons in active concert or participation

12 Several exhibits to the Accounting Status Report contain confidential information, which is redacted for purposes of this filing. However, the Receiver will provide unredacted copies of the Accounting Status Report to the Court and parties.

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with them, who receive actual notice of this Order by personal service or otherwise, whether acting directly or indirectly, in connection with the advertising, marketing, promoting, or offering for sale of any goods or services, are temporarily restrained and enjoined from:

A. Making any Earnings Claim, unless the Earnings Claim is truthful and not misleading, and, at the time such claim is made, Defendants: (1) have a reasonable basis for the claim; (2) have in their possession written materials that substantiate the claim; and (3) make the written substantiation available upon request to the consumer, potential purchaser or investor, the Monitor, and Plaintiffs;

B. Misrepresenting or assisting others in misrepresenting, expressly or by implication, that:

1. Consumers who purchase any of Defendants’ Products will receive 100% funding to do real estate deals regardless of their credit;

2. Defendants’ Products allow consumers to make thousands of dollars in profit through real estate investing with little time and effort;

3. Consumers will learn everything they need to know at Defendants’ 3-day workshops to make thousands of dollars in profit through real estate investing;

C. Misrepresenting or assisting others in misrepresenting, expressly or by implication, any other fact material to consumers concerning any good or service, such as: the total costs; any material restrictions, limitations, or conditions; or any material aspect of its performance, efficacy, nature, or central characteristics;

D. Failing to disclose, or disclose adequately, to consumers material aspects of Defendants’ refund policy; and

E. Offering Defendants’ Products for sale without complying with BODA, including filing required information annually with the Division, providing a disclosure statement or prospectus to any prospective purchaser at least 10 business days prior to a purchase, and providing the required warning to purchasers following an earnings representation that: Defendants cannot guarantee earnings or ranges of earning; identifying the number of purchasers who had earned an amount in excess of the amount of their payment; and clarifying what percentage of total purchasers had earned an amount in excess of the amount of their payment.

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(Order § 1 at 8-9.)

The Individual Defendants and employees cooperated with the Monitor in interviews.

Responses to requests for documents, computers, and other materials were frequently delayed, and numerous requests from the Monitor were outstanding upon appointment of the Receiver.

The Monitor had significant concerns regarding the Monitored Entities’ consumer protection compliance program. Based on interviews with the Monitored Entities’ personnel, the

Monitor understands that the program uncovered violations of consumer protection laws on a weekly basis from preview events, workshops, and other consumer presentations. While the

Monitored Entities’ personnel indicated that violators were subject to discipline up to termination, no information was provided to substantiate the use of the disciplinary system.

Moreover, the compliance program did not, apparently, cover tele-sales, a significant source of business for the Monitored Entities. The Monitor was not able to ascertain further details regarding the compliance program because Defendants took the position that the content was protected by the attorney-client privilege.

The Monitor’s team listened to many recorded preview events, workshops, and telephone conversations that pre-dated and post-dated the Monitor’s appointment. In multiple recordings,

Defendants’ personnel touted their programs as leading to “tons of profits, “excellent profits,” and similar success. Many customer reviews complained that they were not sold the information promised, but rather sold other products offered by defendants. For instance, one customer complained that he paid $2,000 to attend a workshop just to be sold another $20,000 product.

Based on the Monitor’s review, it appears that these types of representations were widespread and consistent.

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2. Compliance with Section II of the Order

The Court enjoined the Monitored Entities and others “from offering, attempting to

enforce, or asserting the validity of, any Review-Limiting Contract Term.” (Order § 2 at 9-10.)

The Monitor is not aware that any of the Monitored Entities have “offer[ed], attempt[ed] to

enforce, or assert[ed] the validity of, any Review-Limiting Contract Term” in violation of the

Order. (Id.) Ongoing litigation regarding Review-Limiting Contract Terms has been stayed as a

result of the Receiver’s appointment.

3. Compliance with Section III of the Order

The Court enjoined the Monitored Entities and others from releasing or benefitting from

certain customer information. (Order § III at 10.) The Monitor is not aware that the Monitored

Entities have released customer information in violation of this Section of the Order. However,

several coaches have reached out to customers for ongoing training, and the Receiver has issued

cease-and-desist letters in response.

4. Compliance with Section IV of the Order

The Court ordered the Monitored Entities and others to preserve records and assets.

(Order § IV at 11-12.) The Monitor is not aware that the Monitored Entities have violated this

Section of the Order.

5. Compliance with Section VI of the Order

The Court ordered Defendants to “prepare and deliver to Plaintiffs’ counsel and the

Monitor” the following financial information “within three (3) business days of service of this

Order upon them”:

A. Completed financial statements on the forms attached to this Order as Attachment A (Financial Statement of Individual Defendant) for each

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Individual Defendant, and Attachment B (Financial Statement of Corporate Defendant) for each Corporate Defendant; and

B. Completed Attachment C (IRS Form 4506, Request for Copy of a Tax Return) for each Corporate Defendant.

(Order § VI at 14.)

The Individual Defendants provided the Monitor with financial statements in the form of

Attachment A to the Order. Defendant Zurixx, LLC provided the Monitor with a financial statement in the form of Attachment B to the Order. The remaining Corporate Defendants did not provide this information to the Monitor. Defendants also provided several years of tax returns, although the Monitor was not provided with 2018 returns for defendants Carlson Development

Group, LLC or CJ Seminar Holdings, LLC.

6. Compliance with Section VII of the Order

The Court ordered Defendants to do the following “within three (3) business days of service of this Order”:

A. Provide Plaintiffs’ counsel and the Monitor with a full accounting, verified under oath and accurate as of the date of this Order, of all Assets, Documents, and accounts outside of the United States which are: (1) titled in the name, individually or jointly, of any Defendant; (2) held by any Person for the benefit of any Defendant or for the benefit of any corporation, partnership, asset protection trust, or other entity that is directly or indirectly owned, managed, or controlled by any Defendant; or (3) under the direct or indirect control, whether jointly or singly, of any Defendant; [and]

B. Take all steps necessary to provide Plaintiffs’ counsel and the Monitor with access to all Documents and records relating to the Corporate Defendants that may be held by third parties located outside of the territorial United States of America, including signing the Consent to Release of Financial Records appended to this Order as Attachment D[.]

(Order § VII at 14-15.)

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Defendants have not complied with Section VII.A. As to Section VII.B, Carlson executed a Consent to Release Financial Records form, as well as bank statements from a bank in Puerto

Rico. Other than the asset lists and attachments with the other disclosures, no documentation of

assets, documents, and accounts outside of the United States are verified under oath or appear to

be included in the productions that the Receiver has received.

7. Compliance with Section IX of the Order

The Court enjoined the Monitored Entities and others “from creating, operating, or

exercising any control over any business entity, whether newly formed or previously inactive, including any partnership, limited partnership, joint venture, sole proprietorship, or corporation” unless the Monitored Entities or others subject to the injunction “first provid[e] Plaintiffs’ counsel and the Monitor with a written statement disclosing: (1) the name of the business entity;

(2) the address and telephone number of the business entity; (3) the names of the business entity’s officers, directors, principals, managers, and employees; and (4) a detailed description of the business entity’s intended activities.” (Order § IX at 15.) The Monitor is not aware that the

Monitored Entities have engaged in any activities that would fall within the scope of this Section of the Order.

8. Compliance with Section XIII of the Order

The Court ordered the Monitored Entities and others to “provide to the Monitor,

immediately upon request, without need of a subpoena or further order, the following” materials:

A. A list of all Assets and accounts of the Monitored Entities, including Assets of the Monitored Entities that are held in any name other than the name of a Monitored Entity, or by any Person other than a Monitored Entity;

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B. A list of all Assets and Documents belonging to other Persons whose interests are under the direction, custody, or control, or in the possession, of the Monitored Entities;

C. A list of all locations where Documents of the Monitored Entities are located, and the means to access such Documents within five (5) hours of the Monitor’s request;

D. Access to all Documents of the Monitored Entities including, but not limited to, books and records of accounts, all financial and accounting records, balance sheets, income statements, bank records (including monthly statements, canceled checks, records of wire transfers, and check registers), client lists, title Documents and other papers that relate to the practices charged in the Complaint or Defendants’ Products;

E. Access to all computers, electronic devices, mobile devices, and machines (onsite or remotely) and any cloud account (including specific method to access account), electronic file in any medium, or other data in whatever form used to conduct the business of the Monitored Entities;

F. Copies of all keys, codes, user names and passwords necessary to gain or to secure access to any Assets or Documents of the Monitored Entities including, but not limited to, access to their business premises, means of communication, accounts, computer systems, or other property; and

G. A list of all agents, employees, independent contractors, officers, attorneys, servants, and those Persons in active concert and participation with the Monitored Entities, or who have been associated or done business with the Monitored Entities since January 1, 2013.

(Order § XIII at 20-21.) The Receiver is not aware that Defendants violated this Section of the

Order.

9. Compliance with Section XIV of the Order

The Court ordered the Monitored Entities and others to cooperate with the Monitor.

(Order § XIV at 21-22.) As stated above, the Individual Defendants and employees cooperated freely with the Monitor in interviews. Responses to requests for documents, computers, and other materials were frequently delayed, and numerous requests from the Monitor were outstanding upon appointment of the Receiver.

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10. Compliance with Section XV of the Order

The Court enjoined the Monitored Entities and others from interfering with the Monitor.

(Order § XV at 22-23.) The Receiver is not aware that Defendants violated this Section of the

Order.

11. Compliance with Section XIV of the Order

The Court ordered the Monitored Entities and others to provide the Monitor with access to the business premises and records. (Order § XVII at 23-25.) The Receiver is not aware that

Defendants violated this Section of the Order. As stated above, the Individual Defendants and employees cooperated with the Monitor in interviews. Responses to requests for documents, computers, and other materials were frequently delayed, and numerous requests from the

Monitor were outstanding upon appointment of the Receiver.

12. Compliance with Section XVIII of the Order

The Court ordered the Monitored Entities and others to distribute copies of the Order as follows:

Defendants shall immediately provide a copy of this Order to each affiliate, telemarketer, marketer, sales entity, successor, assign, member, officer, director, employee, agent, independent contractor, client, attorney, spouse, subsidiary, division, and representative of any Defendant, and shall, within ten (10) days from the date of entry of this Order, provide Plaintiffs and the Monitor with a sworn statement that this provision of the Order has been satisfied, which statement shall include the names, physical addresses, phone numbers, and email addresses of each such Person who received a copy of the Order.

(Order § XVIII at 25.) On October 11, 2019, counsel for Defendants provided the Monitor with the Declaration of James M. Carlson, which, in part, provided, “Section XVIII of the [Order] has been satisfied. A list of the names, physical addresses, phone numbers, and e-mail addresses of each person or entity to whom the [Order], to the extent reasonably ascertainable, is attached

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hereto as Exhibit A.” (Ex. 3 at 2.) 13 The Monitor does not dispute the assertions in the

Declaration.

Section XVIII of the Order further provides, “Defendants shall not take any action that would encourage officers, agents, members, directors, employees, salespersons, independent contractors, attorneys, subsidiaries, affiliates, successors, assigns, or other Persons or entities in active concert or participation with them to disregard this Order or believe that they are not bound by its provisions.” (Order § XVIII at 25.) The Monitor is not aware that Defendants have taken any action in violation of this portion of Section XVIII.

III. Conclusion

The Receiver continues to review information from the Receivership Entities and will update the Court as his investigation continues.

RESPECTFULLY SUBMITTED this 13th day of December, 2019.

HOLLAND & HART LLP

/s/ Cory A. Talbot Doyle S. Byers Cory A. Talbot Engels J. Tejeda Chelsea J. Davis Attorneys for David K. Broadbent as the Court-appointed Receiver

13 The referenced Exhibit A has not been filed due to privacy concerns.

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INDEX OF EXHIBITS

1 - Transfer Pricing Study, etc.

2 - Accounting Report.

2A1 - Bank Account and Merchant Summary.

2A2 - Org. Chart Zurixx.

2A3 - Owner Distributions.

2A4 - Zurixx UT Office Payroll 10-25-19.

2A5 - Zurixx Weekly AP to Pay 10-18-19 JC Final.

2A6 - Daily Financial Monitoring.

2A7 - AMEXCC.

2A8 - 2019 Staff Payroll – Layoffs.

2A9 - Pro Forma showing new pricing model.

2A10 - Zurixx Employee and Vendor Payment Summary.

2A11 - Summary of Financial Statements.

2A12 - 2018-2017 Zurixx Audit.

2A13 - Carlson Signed Financial Disclosure – Redacted.

2A14 - Cannon Signed Financial Disclosure – Redacted.

2A15 - Spangler Signed Financial Disclosure – Redacted.

2A16 - Zurixx Signed Financial Disclosure – Redacted.

2A17 - Transfer Pricing Study, etc.

3 - Declaration of James M. Carlson.

13639836_v2

Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 1 of 85

EXHIBIT “1” Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 2 of 85

Zurixx, LLC.

United States Transfer Pricing Documentation for the 2017 Tax Year

October 2018

ECONOMICS PARTNERS ----LLC ----

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Table of Contents

I. Introduction ...... 5 A. Scope...... 5 B. Summary of Analysis and Conclusions ...... 5 1. Overview of Transaction ...... 5 2. Summary of Findings ...... 5 C. Report Structure...... 6 D. Disclaimers ...... 7 II. Company Overview ...... 8 A. Zurixx History...... 8 B. Zurixx Legal Entity Structure ...... 8 C. Zurixx Entities ...... 9 1. Zurixx, LLC (“Zurixx US”) ...... 9 2. Dorado Marketing & Management, LLC (“Dorado”) ...... 10 D. Products ...... 11 1. Success Path Education ...... 11 2. Daymond John’s Launch Academy ...... 12 3. The Flipping Formula ...... 12 4. Winning the Property War ...... 13 5. Property Bank ...... 13 6. Conclusion ...... 13 E. Value Chain ...... 14 F. Competitors ...... 14 G. Functions, Risks, and Intellectual Property ...... 15 1. Functions ...... 15 2. Risks ...... 19 3. Intellectual Property ...... 19 III. Industry Background ...... 20 A. Education and Training Services Industry ...... 20 1. Industry Overview ...... 20 2. Performance ...... 20 3. Competition ...... 21 B. Sales and Marketing Industry Overview ...... 21 1. Industry Overview ...... 21 2. Performance ...... 21 3. Competition ...... 21 IV. Functional Analysis ...... 23 A. Introduction ...... 23 B. Overview of Transaction ...... 24 C. Functions Performed ...... 24

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1. Accounting and Finance ...... 24 2. Celebrity Relationships ...... 25 3. Marketing ...... 26 4. Event Planning and Management ...... 26 5. Sales Support ...... 27 6. Information Technology ...... 28 7. Customer Support ...... 30 8. Sales...... 32 9. Coaching and Educational Content...... 33 10. Intercompany Agreements and Financing ...... 34 D. Conclusion ...... 35 V. Regulatory Overview ...... 36 A. U.S. Transfer Pricing Regulations ...... 36 B. The Arm’s Length Principle ...... 36 C. Best Method Rule ...... 37 D. Choice of Methodology ...... 38 E. Methods Available and Additional Considerations for Services Transactions ...... 38 1. Overview ...... 38 2. Benefit Test ...... 39 3. Methods Available for Services Transactions ...... 40 F. Methods Available for Tangible Goods Transactions ...... 42 1. Comparable Uncontrolled Price Method ...... 42 2. Cost Plus Method ...... 42 3. Resale Price Method ...... 43 4. Comparable Profits Method ...... 43 5. Profit Split Method ...... 44 6. Unspecified Methods ...... 44 VI. Economic Analysis ...... 45 A. Executive Management Fees – North America Search ...... 45 1. Selection of the Tested Party ...... 45 2. Selection of Years for Comparison ...... 45 3. Selection of Profit Level Indicator ...... 46 4. Selection of North American Comparable Companies ...... 46 5. Results of the CPM Analysis ...... 47 6. Implementation ...... 47 B. Registration Fees ...... 47 1. Summary of Findings ...... 48 C. Legal Fees ...... 49 1. Summary of Findings ...... 50 D. Workshop Recruitment Fees ...... 51 1. Summary of Findings ...... 51 E. Celebrity Management Fees ...... 52 1. Summary of Findings ...... 53

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VII. Conclusion ...... 54 A. Overview of Transaction ...... 54 B. Summary of Findings...... 54 1. Executive Management Fees ...... 54 2. Registration Fees ...... 54 3. Legal Fees ...... 54 4. Workshop Recruitment Fees ...... 54 5. Celebrity Management Fees ...... 55 6. Total Fees ...... 55 Appendix A: Comparable Company Business Descriptions ...... 56 A. North American Comparable Company Business Descriptions ...... 56 Appendix B: Comparable Company Financials ...... 60 A. North American Comparable Company Financials ...... 60 Appendix C: Accept / Reject Matrices ...... 61 A. North American Comparables – Qualitative Rejections ...... 61 Appendix D: Construction of Executive Management Fees to Zurixx US ...... 79 Appendix E: Construction of Registration Fees to Zurixx US ...... 80 Appendix F: Construction of Legal Fees to Zurixx US ...... 81 Appendix G: Construction of Workshop Recruitment Fees to Zurixx US ...... 82 Appendix H: Construction of Celebrity Management Fees to Zurixx US ...... 83 Appendix I: Construction of Total Fees to Zurixx US ...... 84

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I. Introduction

A. Scope

Zurixx, LLC (“Zurixx” or “Company”) engaged Economics Partners, LLC (“Economics Partners” or “EP”) to analyze certain intercompany transactions and prepare a US transfer pricing planning study for the fiscal year ended December 31, 2017.

The analyses described in this report have been conducted in accordance with Section 482 of the U.S. Internal Revenue Code1 and the Regulations2 thereunder (“Section 482” or the “US Regulations”). The underlying principle of the Regulations is the arm’s length standard. In general, a controlled transaction meets the arm’s length standard if the results of the transaction are consistent with the results that would have been realized had uncontrolled taxpayers engaged in a comparable transaction under comparable, but uncontrolled, circumstances.

B. Summary of Analysis and Conclusions

1. Overview of Transaction

The intercompany transaction at issue in this report is the provision of certain sales and executive management services from Dorado Marketing & Management, LLC (“Dorado”) to Zurixx, LLC (“Zurixx US”). As described in the Functional Analysis section, Dorado provides sales and executive management services for Zurixx US. During FY 2017, Dorado charged sales and executive management services fees of $21.14 million to Zurixx US in consideration of these services.

2. Summary of Findings

a) Selected Method

The Unspecified Method, as described in the US Transfer Pricing Regulations, was applied to the tested transaction. From the standpoint of Section 482, a method that is unspecified in that it is not the CUP method, the cost-plus method, the resale price method, the CPM method, or the

1 References in this report to the “Code,” or to particular provisions of the “Code,” refer to the Internal Revenue Code of 1986 (26 U.S.C. § 1 et seq.), as amended, as in effect for the fiscal year ended December 31, 2014. 2 References in this report to the “Regulations,” or to particular provisions of the “Regulations,” refer to the Treasury Regulations (Title 26, Code of Federal Regulations), as amended, as in effect for the fiscal year ended December 31, 2014.

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Page | 6 profit split method and can be applied if it provides the most reliable measure of an arm’s length result under the principles of the best method rule. Unspecified methods take into account the general principle that “information be provided on the prices or profits that the controlled taxpayer could have realized by choosing a realistic alternative to the controlled transaction.”3

b) Application of the Unspecified Method

Using an unspecified method, EP benchmarked the covered transaction against a combination of similar internal comparable transactions and comparable external uncontrolled prices and transactions. These comparable prices and transactions were used to derive a benchmark of fees representative of arm’s length compensation.

c) Unspecified Method Result

• Using the unspecified method described above, EP calculated Dorado’s median estimated service fees to total approximately $46.32 million in FY 2017.

d) Intercompany Results

• In FY 2017, Dorado charged approximately $21.14 million in sales and executive management fees. This result falls outside the benchmarked fee calculation because of a stressed celebrity brand, specifically Tarek and Christina El Moussa. During FY 2017, Tarek and Christina announced plans to divorce which negatively impacted their public image and brand. Zurixx’s Success Path Education seminar is aggressively promoted by Tarek and Christina and suffered substantial losses as a result. Due to these unforeseen economic hardships, Zurixx US was only charged $21.14 million. The fee charged is below the estimated median fee of $46.32 million and is considered arm’s-length.

C. Report Structure

The remainder of this report proceeds as follows.

Section II provides a high-level overview of Zurixx International LLC.

Section III provides an overview of the industry in which Zurixx operates.

Section IV provides a functional analysis of the intercompany transaction.

Section V provides an overview of the relevant transfer pricing regulations applicable to the intercompany transaction under review.

Section VI describes the transaction and puts forth our analysis.

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Section VII summarizes our conclusions.

D. Disclaimers

In preparing this report, we have relied on the information and data provided by Zurixx personnel, including both written documents and information obtained orally in meetings and interviews. We have also relied on information available from public, financial, and industry sources.

We have not independently validated or audited this information. Accordingly, we do not express an opinion or any other form of assurance thereon. The conclusions set forth in this report are dependent upon such information being complete and accurate in all material respects. If the actual facts were to be different from the facts set forth in this report, our analysis and conclusions might be different.

The applicable law and regulations upon which this report is based is subject to change and re- interpretation from time to time, and some or all such changes and re-interpretations may have retroactive effect. In addition, the application of the applicable law and regulations to the facts and circumstances of the inter-company transactions reviewed in this report may be subject to examination and adjustment by the local taxing authorities, which are generally empowered to exercise significant discretion in conducting examinations and proposing adjustments to transfer pricing results, which may include the assertion of penalties. The conclusions set forth in this report are not binding on the local taxing authorities, and there can be no assurance that upon examination the local taxing authorities will accept, in whole or in part, such conclusions.

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II. Company Overview4

Zurixx develops, promotes, sells, and fulfills financial education programs throughout the United States and Canada by partnering with well-known financial celebrities to provide real estate, business strategy, entrepreneurship, and coaching and mentoring programs to consumers. The Company utilizes a multi-phase educational process to equip students with tools, knowledge and resources that help them be financially successful.

A. Zurixx History

In 2012 Jeff Spangler (President, U.S.) and Chris Cannon (President, P.R.) formed Zurixx with Jim Carlson (CEO). All three founders had previous experience in the industry and were able to leverage previous celebrity relationships, employees, and industry “know-how” to launch the Zurixx business. Since founding the business, Zurixx’s management team has focused on managing business fundamentals including detailed weekly financial statement reports, weekly cash-flow forecast as well as other Key Performance Indicators (“KPI”). The Zurixx management team recognizes that many of its competitors, both current and former, lack a similar focus which frequently leads liquidation issues that often end up in bankruptcy. This data-driven approach has become a competitive advantage for Zurixx and is one of the most important factors in the Company’s on-going success.

B. Zurixx Legal Entity Structure

Figure 1 below shows the Zurixx legal structure as of December 31, 2017.

4 This section was adapted from the Zurixx website and discussions with Zurixx management. Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 10 of 85

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Figure 1: Zurixx Legal Entity Structure

C. Zurixx Entities

1. Zurixx, LLC (“Zurixx US”)

Zurixx US is a Utah limited liability company, which began operations in February 2012. Zurixx US’s main operations are located in Cottonwood Heights, Utah. Zurixx US follows a calendar year and keeps it books and records in U.S. dollars as its functional currency. Zurixx US is treated as a partnership for U.S. federal income tax purposes.

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2. Dorado Marketing & Management, LLC (“Dorado”)

a) Overview

Dorado’s primary function is marketing, event management, and celebrity contract management celebrity management. However, Dorado also provides administrative executive support for marketing and events (see the Marketing and Events Management sections). All Dorado employees are residents of Puerto Rico. The Zurixx Group management headquarters are located in Dorado, Puerto Rico. Operations for Dorado began in January 2015. Dorado follows a calendar year and keeps its books and records in U.S. dollars as its functional currency.

Dorado has elected to be treated as a corporation for both U.S. federal and Puerto Rican tax purposes. The Commonwealth of Puerto Rico is a United States territory, not a state. Consequently, U.S. federal income taxes do not apply generally to income generated by Puerto Rico corporations as they are treated as foreign corporations not generally subject to U.S. federal corporate tax rates.

On January 17, 2012, Puerto Rico enacted Act No. 20 of 2012, as amended, known as the “Export Services Act,” “the Act,” or “Act 20,” to offer the necessary elements for the creation of a world- class international service center. The Act establishes a legal framework of incentives designed to stimulate the development of a wide variety of ventures, including the export of services.

Additionally, this law promotes investments in research and development and initiatives from the academic and private sectors by granting credits and exemptions for these activities. Further, the Act helps to decrease operational and energy spending for companies moving to the island to help their operations remain profitable and efficient.

The Act provides tax exemptions and tax credits to businesses engaged in eligible activities in Puerto Rico. To qualify for Act 20 benefits, a business prepares an application that includes details about the services it will provide at its Puerto Rican entity including details regarding employee headcount, wages, projected revenues from providing the services and other similar financial information required on the Act 20 application.5

5 The Act provides benefits for services provided from Puerto Rico to outside markets. Eligible activities to receive benefits under the Act are services in the following areas: i) research and development; ii) advertising and public relations; iii) economic, scientific, environmental, technological, managerial, marketing, human resources, engineering, information systems, auditing, and consulting services; iv) consulting services for any trade or business; v) commercial art and graphic services; vi) production of engineering and architectural plans and designs, and related services; vii) professional services such as legal, tax, and accounting services; viii) centralized managerial services, including, but no limited to, strategic direction, planning and budgeting, provided by regional headquarters or a headquarters company engaged in the business of providing such services; ix) services performed by electronic data processing centers; x) development of licensee computer software; xi) telecommunications voice and data

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The business submits its completed application to the Office of Industrial Tax Exemption of Puerto Rico. The decree issued by the Puerto Rican government provides full detail of tax rates and conditions mandated by the Act and is considered a contract between the Government of Puerto Rico and the service provider. Dorado filed its application in August 2014 and obtained its tax exemption decree in January 20156.

Dorado is not subject to any taxes (e.g., dividend tax, tollgate tax etc.) with exception to local corporate and municipal taxes on its income from its eligible activities in Puerto Rico. Dorado is also subject to Puerto Rico’s fixed income tax rate established in the tax decree.

D. Products

Zurixx markets and sells workshops and events, online content as well as coaching sessions focused on teaching students how to invest in real estate and how to become a successful entrepreneur. The Zurixx target customer is between 35 and 55 years old and is looking for a way to earn extra money apart from a typical full-time job. Zurixx plans to launch a stock market education program in 2018 to further expand its educational offerings. While product lines (i.e., real estate and entrepreneurship) don’t change very often, the brands (i.e., celebrity endorsements) under the product line umbrellas frequently change to align with market preferences and interests.

Zurixx has developed certain educational programs branded as the following:

1. Success Path Education

Success Path Education is a real estate training workshop that is built around the “know-how” and persona of Tarek and Christina El Mousa. This workshop teaches participants how to successfully renovate and “flip” houses by focusing on topics like business planning and goal setting, asset protection, acquisition funding, and legal entity formation. Specifically, the Success Path workshops teach participants the following subjects:

• How to launch a real estate business and generate a profit by flipping, buying and holding, and wholesaling homes; • How to find unlisted properties using nontraditional techniques; • How to utilize participants credit, retirement savings, hard money lenders, gap funding, and traditional mortgages to fund real estate transactions; and,

between persons located outside of Puerto Rico; xii) call centers; xiii) shared service centers; xiv) medical, hospital, and laboratories services; xv) investment banking and other financial services, including but not limited to asset management, alternative investments, management of activities related to private capital investment, management of coverage funds or high-risk funds, management of pools of capital, trust management that serves to convert different groups of assets into securities, and escrow account management services; and xvi) any other service designated by the Secretary of the Department of Economic Development and Commerce of Puerto Rico. 6 A copies of Zurixx’s Act 20 application and decree are available upon request. Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 13 of 85

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• How to generate income through wholesale real estate transactions and, connecting with real estate investors for a finder’s fee.

Participants receive a starter kit including an MP3 player and a compact disc featuring 50 Ways to Find Your Next Flip.

2. Daymond John’s Launch Academy

The Launch Academy helps participants achieve their goals of becoming a successful entrepreneur. This workshop focuses on helping prospective entrepreneurs make the transition from an idea to the actual launch of a business. Further, the workshops teach participants strategies to manage money, position the business, and creating a legacy. Launch Academy was introduced to the market during the third quarter of 2015. The topics covered during the training include the following:

• Validating the business concept; • Moving toward a product launch with greater speed; • Engaging with potential customers and transforming them into buyers; and, • Positioning leaders to efficiently build the business.

The skills obtained during the workshop include mastering the components of a business presentation, business planning and goal setting, marketing strategy and research, social media and networking tools, funding acquisitions, and advertising and media. All attendees receive a starter kit including an MP3 player and Daymond John’s eBooks, Stepping Up for Success and Perfecting Your Pitch.

3. The Flipping Formula

Pete Souhleris and Dave Seymour built a successful house-flipping business on a formula they created. Pete and Dave, in partnership with Zurixx, have turned their formula into an educational program that has helped people start their own successful real estate businesses. Similar to Success Path, participants learn how to find unlisted properties, which are below market value, obtain financing, create cash flow, and complete a wholesale real estate transaction in 60 to 90-days. Participants receive a starter kit including the Ripe or Rotten? DVD on how to evaluate properties, the Zero to Hero DVD, the Flipping Formula eBook, and the 24 Ways to Profit eBook.

The Flipping Formula helps participants determine the profitability of their prospective purchases. The formula starts with surveying three months of sales data for comparable properties within a mile and a two-and-a-half-mile radius. Once a probable post-flip listing price is determined, the program employs a Maximum Offer for Ownership (“MOFO”) formula. The formula starts with the post-flip listing price and subtracts an ideal profit (generally 20 percent to account for the unexpected), an allotment for fees like commissions and closing costs, and the cost of construction, which is carefully determined after reviewing bids

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Page | 13 from multiple contractors. The formula also incorporates what design trends and products are important to adding value.

4. Winning the Property War

Doug Hopkins and Damon Line have decades of professional real estate experience and have put together their flipping and wholesaling strategies into an educational program called Winning the Property War. This seminar trains real estate agents and investors to: 1) learn to flip, renovate, and wholesale houses; 2) obtain key real estate information; and, 3) position the participants to become full-time real estate investors.

5. Property Bank

Mike Baird from Spike TV’s Flip Men and Greg Herlean, best-selling author of Bank on This, have created the Property Bank real estate training system. This educational system teaches participants how to find growth and wealth opportunities.

6. Conclusion

Many of the previously described products follow a “product funnel” that seek to steadily engage customers with additional advanced trainings and products. Figure 2 below illustrates the product sale funnel that customers typically engage in.

Figure 2: Zurixx Product Funnel

Coaching

Mentorship Preview Workshop Advanced camps Backend

Free Paid support

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E. Value Chain7

Figure 3 below illustrates the value chain executed by Zurixx:

Figure 3: Zurixx Value Chain

•Identify celebrity personalities around whom to build a new brand (PR) •Negotiate legal/contractual relationship with celebrity (PR) Brand •Perform initial market research – collect and analyze data (US) Development

•Collect information from celebrity, including content, photographs and related information (US) •Prepare workshop materials and related media for seminars (US) Content •Work with stakeholder to refine workshop materials and finalize seminar content (US) Development

•Initiate sales and marketing campaign in selected markets (US) •Schedule seminars and deploy field team (PR) Seminar •Conduct seminars and sign-up participants for coaching and mentoring assistance (US) Delivery

•Develop and deploy multi-media content used in coaching process (US) •Schedule coaching and mentoring sessions with individual participants (US/PR) Coaching & •Execute coaching and mentoring activities including additional services (e.g., accounting and legal) (US) Mentoring

F. Competitors

Zurixx competes with other educational programs designed to empower customers with trade knowledge and capabilities. These programs target individuals seeking a career change or supplementary knowledge. Table 1 below lists the primary competitors that Zurixx directly competes against.

Table 1: Zurixx Primary Competitors

Competitors

Evtech Media Than Merrill & FortuneBuilders Robert Allen Rich Dad Poor Dad FBA Investools by Ameritrade MIT Financial/Net Marketing Alliance Prosper

7 Bullet points with a post note “PR” indicate that it is an activity executed by Dorado. Bullets with a post note “US” indicate an activity executed by Zurixx US. Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 16 of 85

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Competitors

Armando Montelongo The Learning Annex Scott McGileray Grant Cardone

G. Functions, Risks, and Intellectual Property

1. Functions

Table Two illustrates the division of functions between Zurixx US and Dorado. Differing levels of functional involvement between Zurixx US and Dorado are determined and represented using stars in the table below. For example, Accounting & Finance functions are primarily controlled and performed by Zurixx US through financial statement preparation, cash management, etc. Dorado performs limited Accounting & Finance functions, such as payroll processing, which merit an overall weighting of four to one stars. Weightings between Zurixx US and Dorado sum to equal five stars. A detailed analysis of Company functions and responsibilities will be described further in succeeding sections within the report.

Table 2 – Division of Functions Between US and Puerto Rico

Business Function Zurixx Dorado Functions Functions Function Description US Performed by US Performed by PR Employees Employees

Accounting & Corporate finances, ★★★★ ★ Corporate finances, Limited assistance Finance financial statement financial statement in payroll preparation, cash preparation, cash processing. management, payroll, management, financial planning payroll, FP&A, and corporate and analysis, and expenditures. corporate expenditures.

Celebrity Identify and manage - ★★★★★ None. PR performs initial Management up and coming acquisition of celebrities who have celebrity developed a brand to relationships as promote company well as maintains oversight of products and services relationships management.

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Business Function Zurixx Dorado Functions Functions Function Description US Performed by US Performed by PR Employees Employees

Coaching & Manage the coaching ★★★★★ - Manage coaching None. (see legal Mentoring relationship and the relationships and functions for some material provided on develop functions the online educational educational associated with platform material and online educational content. material)

Customer Service Inbound ★★★ ★★ Functions shared Functions shared communication from equally between equally between seminar participants the US and PR. the US and PR. and attendee Functions include Functions include registrants. Outbound inbound, outbound inbound, outbound and ad hoc and ad hoc communication with customer support. customer support. attendees and Exceptions for US- registrants who did only functions not attend. include contract compliance and high-level direction and approval.

Content & Creates designs and ★★ ★★★ Marketing team High level Graphic Design scopes the market in performs routine direction from CEO order to incorporate functions to design who resides in PR. Celebrity image into content around Strategy and the developing brand. brands. US content execution is executes CEO performed in PR strategy and how and strategy is seminar materials disseminated to the relate to products US.

IT Infrastructure Manages both ★★★★★ - Hardware and None. & Software hardware and software Development software technology infrastructure, solutions for the software Company development, help desk support, and data storage.

Event Planning Book events, arrange - ★★★★★ None. PR organizes, venues, schedule books all events, schedule venues

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Business Function Zurixx Dorado Functions Functions Function Description US Performed by US Performed by PR Employees Employees

presenters, and and speakers, and coordinate with the coordinates with Marketing team for marketing team to current and future plan future events. events PR Makes the decision on event locations as well.

Event Execution Follows up with any - ★★★★★ None. Manage event staff, issues after event ensure that each planning. Additional event has needed materials, needs, etc. supplies and equipment, and provides technical support. Coordinate event supplies logistics with Turnkey.

Executive The CEO and ★ ★★★★ The GM of the US Ultimate executive Leadership President, both reside office directs the leadership comes in Puerto Rico, work day-to-day from the CEO in to identify up and activities of the US PR. The President coming celebrities , employees under of the PR office the direction of the provides direction capital allocations, CEO who resides relating to day-to- marketing strategy, in PR. Performs day activities in customer acquisition, routine services Puerto Rico as well etc. functions for day- as celebrity to-day relationships. management

Legal & Compliance review ★ ★★★★ The US leadership In-house counsel Compliance and litigation will occasionally provides advice on preventative work with outside coaching and measures. legal counsel on ad mentoring content hoc issues. for compliance and regulatory issues. Legal team reviews training materials and seminars for legal compliance

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Business Function Zurixx Dorado Functions Functions Function Description US Performed by US Performed by PR Employees Employees

Marketing Coordinating drafting ★ ★★★★ Under the direction Registrant and production of of the CEO in marketing, event printed material. Dorado, the US promotion, event Manages and creates performs routine execution, and graphic design, video checks on customer sourcing. marketing Builds the promotions, and message, copy, and marketing brand, associated marketing construction. content, materials. promotions and materials for customer sourcing initiatives..

Sales Inbound/Outbound ★★★★★ - Roadcrew, Although sales are sale, Roadcrew; educational generated in Puerto Educational Programs program sales and Rico, there are very Telesales; and, back-end sales minimal, if any, Backend Services support. These sales functions employees are performed in Telesales. mostly contractors. Puerto Rico.

Sales Team Identify and recruit - ★★★★★ None. Recruitment center Recruiting trained presenters for where Dorado its workshops, events contacts and and coaching sessions contracts with qualified speakers for specified engagements.

Supply Chain Supply chain ensures ★ ★★★★ Coordinating Heavy all materials are marketing coordination with available for seminars materials with Turnkey on events. and products Turnkey. Formulates strategy for supply chain functions.

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2. Risks

Table Three illustrates the division of risks between Zurixx US and Dorado.

Table 3 – Enterprise Risk Matrix

Risk Type Risk Description Zurixx US Dorado

Product-Related Customer returns ★★★★★ - Risks Product liability ★★ ★★★

Market Risks Cyclical demand ★ ★★★★

Celebrity PR / Image - ★★★★★

Competitive risks ★ ★★★★

General Business Operations Risk ★★½ ★★½ Risk

3. Intellectual Property

Table Four illustrates Intellectual Property that has been developed and maintained by Zurixx US..

Table 4 – Enterprise IP Matrix

IP Description

Seminar Content Videos and other content on Moodle.

All content that is printed by Turnkey

Trademarks/Tradenames All real estate and entrepreneurship brands;

Zurixx trademarks/tradenames

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III. Industry Background8

Zurixx operates in two broad industry categories: Education and training services industry; and, sales and marketing industry. Though Zurixx operates in each industry simultaneously, each industry has unique characteristics and is analyzed separately in this section.

A. Education and Training Services Industry

1. Industry Overview

Companies in the education and training services industry include business and secretarial schools; technical and trade schools; and providers of tutoring, exam preparation, and other workshops and seminars. Educational services are typically marketed to both businesses and individual consumers.

Industry demand is driven by several factors, but employment trends, changes in disposable income and demographic trends are the primary drivers of industry performance. It is estimated that the educational services sector will grow at an annualized rate of 1.3 percent over the five years through 2023.

The primary disciplines and schools that attract students include technical and trade schools, business schools and information technology training. Technical and trade schools include cosmetology, flight, real estate, bartending, apprenticeship, and professional development institutions. Business and computer training programs offer secretarial, court reporting, software programming, and computer networking courses. Other services include fine arts schools, sports and recreation instruction, language schools, exam preparation and tutoring, and driving schools.

2. Performance

Part of the educational and training services industry includes trade schools and primary educational institutions which are subsidized by government programs. Increased government funding is expected to drive some of the growth in the industry. However, increased access to the internet and online programs will tighten competition and may constrain revenue growth.

Finally, disposable income is expected to increase at an annualized rate of 1.9 percent between 2018 and 2023. As a result, consumers will be more likely to spend discretionary income on additional services and goods, including educational services. Steady unemployment rates will likely push individuals to seek education and other sources of income to supplement their needs.

8 Industry information obtained in conversations with management as well as from the following sources: • IBISWorld Industry Reports - 61 – Educational Services in the US • IBISWorld Industry Reports – OD5848 – Marketing in the US

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3. Competition

Postsecondary and other educational programs are subject to intense competition due to the variability and multitude of substitute products. Because of web platforms and software programs, this competition has increased as consumers are no longer limited to educational programs that are within their physical or geographic proximity. Success in this sector is driven by reputable brand name and image, access to skilled instructors, and economics (e.g., cost of training, potential return on investment etc.). Some sectors within the industry are subject to additional government regulations and therefore require additional investments and costs to comply with these requirements.

B. Sales and Marketing Industry Overview

1. Industry Overview

Companies in the sales and marketing industry create advertising campaigns, implement public relations campaigns, and engage in media buying, among other advertising services. Major services are advertising for print, broadcast, and online media, direct marketing, and public relations. Other services include display advertising, media buying, and media representation. The primary goal of sales and marketing consultants is to provide assistance to strategy, planning, pricing, market evaluation, customer analysis, competitive analysis, product development and forecasting.

2. Performance

Demand for advertising and marketing services comes largely from individual and corporate businesses that sell consumer products, entertainment, financial services, technology, and telecommunications services. Demand for industry services is linked to the availability of financial resources and other discretionary expenditures by businesses and individuals. The profitability of individual companies depends on creative skills and maintaining client relationships. Increased broadband connectivity has driven the availability of products and therefore increased competition. This has translated to strong demand for advertising and sales services that has increased revenue growth to 1.9 percent in 2016. Overall, the marketing and sales industry has grown due to a bolstered economic recovery and increased levels of excess cash to spend on consultancy services. Level of demand for marketing and sales consultants is typically linked to the economic cycle.

3. Competition

The marketing and sales consulting industry is fragmented and consists of numerous small firms that tend to service niche markets. However, the industry still contains several larger companies such as advertising multinationals and large consulting firms that are responsible for a large portion of industry revenue. Larger businesses include Accenture Ltd., McKinsey & Company, Publicis Groupe and WPP PLC. Good consulting firms operative effectively when they have access to a highly skilled workforce and establish a well-known brand name. Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 23 of 85

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Consultants are valuable due to their distinguished experience and expertise. Companies that can recruit and manage talented employees and industry experts will likely see better customer results. As companies become more globalized, product offerings will expand into other areas of consultancy and expertise. Smaller firms and businesses will have to set apart their services by offering enhanced knowledge and greater customer service.

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IV. Functional Analysis

A. Introduction

A functional analysis is an analysis of a company’s operations and business processes that identifies the key sources of economic value that pertain to each intercompany transaction. A meaningful functional analysis focuses primarily on the contributions to economic value on each side of an intercompany transaction, rather than simply cataloging the functions performed by each entity that participates in a given transaction. As such, a functional analysis is essential to the development and documentation of intercompany transfer prices, because it provides the information necessary to evaluate how economic value is created, and how a transfer pricing structure should distribute that value.

In general, a firm’s stock of assets, or flow of functions performed over time, can be characterized as either “routine,” or “non-routine.” Routine assets and functions are typically fairly standard, re-deployable, and general in nature. These are assets or activities that have a clear opportunity cost in the open market, and which in equilibrium would earn a competitive rate of return (also referred to as a “routine” rate of return, or a “normal” rate of return). Routine assets and functions are, as the name implies, amenable to benchmarking.

Often, the activities and assets associated with distribution or standard manufacturing are viewed as routine. To the extent that these assets and functions can be redeployed to a higher valued use if they are unable to generate an adequate rate of return when used within the related party system, the assets are likely to be routine in nature. Distribution companies typically realize a measurable, and somewhat predictable, level of profitability because they operate in a competitive market – made so by the non-unique nature of the distribution function. Many routine manufacturing companies operate in a similar environment, for similar reasons. Other activities that are typically thought of as routine include administrative functions, certain routine marketing functions, and accounting functions.

By contrast, non-routine assets and functions are in some way non-standard, usually non-re- deployable, and relatively unique. Non-routine assets and functions create a barrier to entry or market niche for a company. Essentially, these functions represent strategic investments by a company. Should the investments succeed, the company earns economic rents (profit in excess of the competitive rate of return). Should the investments fail, the investment cost is not reimbursed, and the company typically earns a routine rate of return, or less. In short, non- routine assets and functions represent investments by a company in an attempt to garner a competitive advantage over its rivals.

The fact that non-routine intangibles are, by definition, unique or non-replicable in some way, makes it difficult to provide a list of general “classes” of assets that are non-routine. However, a somewhat ad hoc list of specific examples of non-routine assets is certainly possible. Often, research and development activities directed at the creation of a competitive advantage are non- routine. Similarly, marketing activities that create strong brand name identity, or consistently

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Page | 24 profitable customer relationships, can be thought of as non-routine. In many cases, brand intangibles, whether in-licensed or self-developed, contribute to economic profit. So-called “asset specificity,” whereby a firm creates a production process, design set (for example, through engineering), or physical asset base, that is tailored to a long run economic relationship with a specific customer or set of customers, is also non-routine. Finally, activities that create a strong position in a niche market, such as market identification, product design, and specialized sales activities, can be non-routine in nature.

A key purpose of the functional analysis process, then, is to draw a relation between a company’s activities and assets, and economic value. In many cases, this mapping is greatly facilitated by classifying activities and assets as routine and non-routine. In short, drawing on the results of the functional analysis, the final conclusions of a transfer pricing analysis should be roughly consistent with the identification of the two categories of functions, assets, and risks. Transfer prices should reward routine activities at a level that is roughly consistent with, or commensurate with, their opportunity cost. Consequently, any residual profit or loss should flow, or accrue, to non-routine activities and assets.

B. Overview of Transaction

The intercompany transaction at issue in this report is the provision of certain services, including marketing, public relations, consulting, event management, celebrity management and administrative support for marketing and events (“covered services”) from Dorado to Zurixx US. Details are given in the “Master Services Agreement”9 effective January 1, 2015 and is available upon request. During a given fiscal year, Dorado charges Zurixx US for its covered services.

C. Functions Performed

This section provides a summary of the functions performed by the parties to the controlled transactions. These functions are classified in nine categories: (1) Accounting and Finance; (2) Celebrity Relationships; (3) Marketing; (4) Event Planning and Management; (5) Events Support; (6) Information Technology; (7) Customer Support; (8) Sales; and, (9) Coaching and Education.

1. Accounting and Finance

The accounting and finance team manages all corporate finances, including financial statement preparation, cash management, payroll, financial planning and analysis, and corporate expenditures. This includes the accounting and finance functions for both Zurixx US and Dorado. The team consists of the CFO, Controller, and five staff accountants, all based in the US.

9 Additional details regarding the “Master Services Agreement” can be found in Table 6 of this report. Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 26 of 85

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a) Payroll

Payroll for the entire company is processed weekly by the accounting team. The payroll and commissions are calculated in the US. Zurixx US holds a bank account for US payroll and a separate account for Puerto Rico payroll. The Controller works with the Puerto Rico Office Manager and an outsourced payroll company to coordinate payroll for the Puerto Rico employees. A different third-party payroll company is used to process payroll for all US employees.

2. Celebrity Relationships

Celebrity relationships are maintained by executives who reside in Puerto Rico.

The executives spend about 60 percent of their time maintaining existing celebrity relationships and the remaining 40 percent identifying and negotiating new celebrity contracts. The CEO and President, both reside in Puerto Rico, work to identify up and coming celebrities who have developed a brand and following through television programs and other social media channels. Ideally, entering into contracts with new and up-and-coming celebrities as they are just starting to gain popularity is the most effective and cost-efficient approach to developing a new celebrity brand. The process for signing a new celebrity involves several steps:

• The President makes initial contact with the celebrity, either directly or through his/her agent by phone • The President presents the proposed arrangement and discusses the contractual terms. • The celebrity or his/her agent will meet in-person with the President to finalize contractual terms and conditions. • The celebrity will attend a Zurixx-sponsored event to better understand the business model and how his/her product offering will be packaged and presented to the public. • The final contract is signed and the content for the program is developed, tested and finalized.

Zurixx US pays celebrities a commission based on the sales made of their respective brands. Celebrities earn, on average, a five percent commission on sales related to his/her training program. Most celebrity contracts have three-year terms, with an additional auto-renew at the fourth year. Celebrity contracts are entered between the celebrities themselves and Zurixx US.

A considerable amount of time is spent by the executive team in Puerto Rico maintaining celebrity contracts. Celebrities often request information about how their brand is performing as well as how his/her brand is perceived in the marketplace.

Zurixx maintains a reserve for legal costs and sales declines as a result of celebrity relationships that deteriorate.

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3. Marketing

There are 12 members of the marketing team, including a Marketing Director. The Marketing Director oversees the day-to-day activities of the marketing team as well as the events team, which is headquartered in Puerto Rico. Ultimately, the CEO provides oversight and direction to the marketing team. The CEO, who physically resides in Puerto Rico, has developed the marketing models and associated business processes that help guide the overall marketing strategy of Zurixx.

a) Marketing Activities

The marketing team spends a considerable portion of its time coordinating the drafting and production of printed material with an external vendor. Additionally, the team manages and creates graphic design, video promotions, and associated marketing materials.

The marketing team utilizes a mix of both targeted direct mail and digital marketing campaigns to promote its educational seminars in the US and Canada. The team also tracks and analyzes demographic and lifestyle data for key North American markets where the Company will offer its training seminars. The data analytics helps the Company to better identify and message its offering to target attendees.

In addition to its customer analytics, the marketing team also performs ongoing studies regarding the use of celebrities to help attract participants to the Company’s seminars. These studies show that sales increase by 10-15 percent as a result of using a celebrity brand as compared to a non-branded, non-celebrity event. The majority of market research work is organized and led by the CEO in Puerto Rico.

b) Public Relations

Zurixx outsources most of its public relations efforts to external vendors, including Big Leap for online reputation, Avalaunch Media for digital public relations and content writing, Venable for Federal Trade Commission (“FTC”) consulting, and Levick for public relations legal advice. The Marketing team also employs an in-house Public Relations Director.

c) Marketing Intellectual Property

Zurixx US owns all images and photos that are generated by the Marketing team. However, if a celebrity provides his/her image and allows the Company to use it to market training seminars, the celebrity retains ownership of these photos and images. To date, the Company hasn’t taken any legal action on trademark or tradename infringements.

4. Event Planning and Management

The Events team is in located in Puerto Rico and is comprised of six team members. The Department’s primary roles are to book events, arrange the venues, schedule presenters, and

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Page | 27 coordinate with the Marketing team for both current and future events. The Company uses a third-party travel agency to book travel for the roadcrew and presenters.

Events in the same geographic region are spaced out according to the type of event and brand. For example, Daymond John entrepreneurship events occur in the same geographic region about every three months. The real estate events, however, only occur every six months in any given region.

a) Events Intellectual Property

The events team in Puerto Rico owns all intellectual property related to the calendar of future events and approved vendor lists. The events team takes precautions to protect this IP from competitors (i.e. the Company does not want its competitors to schedule a competing event at the same time and in the same geographical location). Additionally, the Company receives bulk venue discounts with large hotel chains. While price is important when selecting venues, the quality of the venue for a particular event is more important to the events team. All relationships with large hotel and venue chains are managed from Puerto Rico. Given the highly competitive nature of the industry, the events team also encourages venues to sign non- compete and non-disclosure agreements.

b) Dorado

The Dorado events team works closely with the marketing, equipment, and sales teams to ensure all necessary materials and equipment (e.g., audio and video equipment, Point of Sale terminals etc.) arrive at an event site according to schedule. Additionally, all events team members are required to attend at least one event (e.g., preview, workshop, etc.) in the US as part of their initial and ongoing training.

c) Canada

During a given year, the events team will schedule and conduct multiple events in several Canadian cities, including Toronto, Montreal, Ottawa, Calgary and Edmonton. The process for booking events in Canada is similar to the process for booking events in the US, with a few minor differences. For example, due to delays in crossing the Canadian border with AV equipment, the Company will rent this equipment directly from the venue. Dorado is responsible for scheduling and booking events in Canada.

5. Sales Support

The sales support and management team manage the roadcrew, event directors, and speakers, and ensures that each event has the needed supplies, equipment, AV equipment and provides ongoing technical support. Although Zurixx US interacts with hotels and venue staff occasionally, the relationship with venues is owned and managed by the events team. The exceptions to this are specialized events when more technical support and coordination with

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Page | 28 venue staff is needed, including the annual Vegas event and various advanced camps held throughout the year.

a) Turnkey and Printed Materials

The sales support team works closely with Turnkey Inc., a third-party printing and logistics company, to manage the printing and shipping of educational materials for each event. Preview kits, brochures, bound books, handouts and order forms are distributed at preview and workshop events. Each item includes the brand and logo of the event.

The sales support team does not maintain an inventory of printed materials at its office or a warehouse, this is done to help manage printing and storage costs. Dorado works closely with the marketing team to determine the amount of printed materials needed for each event based on projected attendee counts. Turnkey maintains sufficient inventories of the various printed materials and will ship these items directly to the venue site when notified by Dorado to do so. Turnkey holds title to and risk of loss of the printed materials until the material is distributed to students at events. After each event, any excess materials that are reusable are mailed back to a Turnkey location for use at a future event and all unusable materials are discarded.

b) Dorado

The support team is highly integrated with the Puerto Rico-based events team in coordinating and planning events. The two teams communicate regularly. While the events team plans and authorizes events, the support team carries out the events.

6. Information Technology

All IT functions and software infrastructure development efforts are managed by the IT team, which is in the US. The IT team manages both hardware and software technology solutions for the Company. There are two IT employees, a director of IT and a help desk specialist.

a) Computer Hardware

Most hardware components are managed and maintained by the Zurixx IT team. The Company’s primary data server is in Utah with an additional server located at its Puerto Rico office. The Company integrates call center phones with various software systems to track customer interactions.

The team outsources all hardware installation, configuration and maintenance related to CISCO products.

b) Software

Zurixx employees use both off-the-shelf and customized software in conducting the day-to-day operations of the business. All the software customizations are performed by the IT Director,

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Page | 29 except for the custom EMS software, which was outsourced to an independent software developer. The outsourced developer has also spent a small amount of time integrating the EMS with Moodle and Sugar CRM.

Table Five lists the software applications used in the business.

Table 5: Zurixx Software

Name Third-party Level of Purpose Internal vs vs in-house customization Customer- software facing

Windows Third party Off the shelf Operating system Internal

Office Third party Off the shelf Productivity, email, Internal etc.

Linux Third party Off the shelf Operating system Internal

VMware Third party Off the shelf Data Infrastructure Internal & storage

Lansweeper Third party Off the shelf Help desk and asset Internal management

Infusionsoft Third party Off the shelf Marketing Internal

Sugar CRM Third party Highly customized CRM and central Internal database

Microsoft Third party Customized Accounting Internal Dynamics GP

Access & SQL Third party Customized Accounting Internal server

Moodle Third party Customized Online learning Customer- content facing management

Asterisk Third party Customized Phone system Internal management

Zpay In-house Highly customized Payment processing Internal

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Name Third-party Level of Purpose Internal vs vs in-house customization Customer- software facing

Event In-house Highly customized Event management Internal Management (outsourced) Systems (“EMS”)

c) Dorado

Zurixx US provides IT support and infrastructure to Dorado. When Dorado was formed, the IT Director traveled to Puerto Rico to setup and configure the network and server located there. The IT team periodically travels to Puerto Rico to perform network maintenance and hardware upgrades. The US help desk provides support for all Puerto Rico employees and manages data storage and hardware for Dorado. When new hardware is needed in the Puerto Rico office, the IT team purchases and configures the hardware in the US and then ships the hardware to Puerto Rico. The Puerto Rico office has its own server.

Dorado is highly integrated with all the software systems managed by Zurixx US. They access all company data through Sugar CRM and a private VPN portal.

7. Customer Support

The customer service department performs two primary functions: 1) Inbound communication from seminar participants and attendee registrants; and, 2) outbound communication with attendees and no-shows. Currently, 75 percent of customer communications are phone calls with the remaining 25 percent of customer interactions occurring via email. Each inbound and outbound call is tracked in the Company’s highly-customized Sugar CRM platform. Additionally, for legal and training purposes, each inbound and outbound call is recorded on Asterisk, a third-party phone management system, to ensure quality and compliance with all government rules.

Between the US and Puerto Rico, there are 18 full-time employees in the customer service department, including a US director, a US supervisor and a Puerto Rico supervisor. The customer service team expanded its operations to Puerto Rico in January 2016 and the team is now highly integrated between both locations. Both teams have access to the same customer information and software tools. The Customer Service Director manages and oversees the department’s operations in both locations and works closely with supervisors in each location. Although the two supervisors reside in different geographies, each is responsible for overseeing the work done by team members in both the US and Puerto Rico.

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a) Inbound Communications

When current or prospective customers contact the Company they are directed first to the customer support team. There are various reasons that people contact the company, but most of the calls and emails are questions from current customers about products and events they have already purchased.

Because the customer support team has employees in both the US and Puerto Rico, the hours of operation for the department are extended past normal business hours. Between 7:00 and 9:00 AM Mountain Time, all calls are routed by the company’s phone system, Asterisk, to the customer support team in Puerto Rico. Between 9:00 AM and 4:00 PM Mountain Time, calls or emails are routed to either the US team or the Puerto Rico team, depending on availability. All customer emails are placed in a queue that either team can answer at any time.

b) Outbound Communications

Shortly after a customer purchases a product, the support team will contact the individual to welcome the customer and verify that all the contact information is correct. Additionally, the support team will contact all event attendees to ensure that the attendees are satisfied with their participation and purchase of training materials. It is important to note that these follow-up calls are not sales calls. While the sales department also calls event participants as part of the sales process, the customer service employees do not sell additional products to customers. Rather, the customer service department uses outbound calls to ensure quality and customer satisfaction.

Another function performed by the customer service group is contract compliance. When a customer purchases additional training or materials, he is placed in an online queue in Sugar CRM for a follow up discussion to review the online contract. As soon as a customer signs the online contract, the sale is finalized, and the customer’s credit card or bank account is charged for the seminar or product. Because it is more complex than normal communication, contract compliance is primarily performed by the US team.

c) AD Hoc Requests and Refunds

The customer support team is also involved in various ad hoc inbound and outbound communications as needs arise, such as changes in venues or refunds. Every time a customer calls in for a refund, a “case” is created. For smaller cases, the refund is immediately paid. For larger refunds, the case goes to a “Saves” team, which tries to dissuade people from canceling and seeking a refund. The “Saves” team is comprised of four US employees. Although most refunds can be issued without approval, large refunds must be approved by the director.

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d) Team Management

When a new employee joins the customer service department, there is no formal training; most of the training occurs on the job. On average, it takes about two weeks for a customer service representative to be fully onboarded and trained.

The entire department (both the US and PR teams) have weekly meetings via Skype where they receive training on best practices and talk about company and department updates. Although there is minimal turnover in the department, hiring and firing decisions are made jointly by the director and respective supervisor in each jurisdiction. The director travels to Puerto Rico at least once a quarter to train employees, manage logistics, and interview new hires. Given the strict labor laws in Puerto Rico, the director works closely with in-house counsel to ensure that the company remains compliant with all Puerto Rican employment laws. Additionally, each customer service employee will visit the other team’s location, respectively, on a frequent basis. On average, there is one employee per week visiting the other team’s location. During these visits, employees are trained and mentored by their co-workers..

8. Sales

The sales team is divided into three groups: Roadcrew; Educational Programs Telesales; and, Backend Services Telesales. Like other Zurixx departments, there is very little, if any, employee turnover in the Sales team.

a) Road Crew

The Road Crew team is composed of independent contractors who help run events at venues across the US and Canada. The team sets up equipment, registers attendees, and processes payments for products that customers purchase at events through a third-party payment processing platform called, Zpay.

b) Educational Programs

The Educational Programs Telesales team calls prospects after they have attended a preview event or three-day workshop to sell them additional Zurixx products and services. This team primarily focuses on cross-selling one-on-one coaching sessions and individual mentoring packages.

c) Back-End Services

Many of the Zurixx customers are new to entrepreneurship and real estate investing. The Back- End Services Telesales team offers post-event support service packages to help these customers set-up and operate their new businesses. Specifically, the team helps existing customers form legal entities, prepare tax filings and other similar legal and compliance work. Most of these sales occur over the telephone; however, these services are also sold at live events in advanced seminars in places like Las Vegas.

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When a customer purchases the backend services, the sales team will connect the customer with various third-party accountants and lawyers who perform the services. The agreements with these vendors are with Zurixx US. Zurixx bills the customer directly and simultaneously pays the vendors. The client never interacts with the legal advisor – the sales team collects all the needed information in Sugar CRM and passes it on to the legal advisor for processing. However, the client does interact directly with the accounting vendor. Zurixx US has a fixed fee arrangement with the accounting vendor and a commission-based arrangement with the legal vendor.

Canadian students that are making investments in the US face additional backend nuances. Although the Zurixx sales team will assist its Canadian customers on making investments in the US, the team does not provide backend services for real estate or business investments in Canada.

d) Dorado

The sales department works closely with the customer service department, including the customer service team in Puerto Rico. Several times per day the customer service representatives will pass on referrals to the sales teams.

9. Coaching and Educational Content

Coaching is Zurixx’s highest margin product and comprises between 20 and 30 percent of the Company’s revenues. Students pay for one-on-one phone coaching sessions on real estate investing and small business entrepreneurship. Additionally, customers who purchase professional coaching packages obtain access to an online database of educational videos taught by the various coaches. The coaching team, headquartered in the US, manages the coaching relationships and the material provided on the online educational platform.

The coaching team has experienced very little turnover since the inception of the Company. The customer support team also receives very few refund requests related to coaching services.

Coaching and mentoring materials are modified and customized for the Canadian market.

All video production and script writing is performed internally at the Zurixx Utah office. Currently, the Company has more than 100 videos in its online training library.

a) Coaching

The twelve coaches, who are all full-time Zurixx US employees, have all personally been successful real estate investors and entrepreneurs. Most coaches work from home, although their coaching schedules are managed by the coaching team. The coaches are trained on a proprietary Zurixx “accountability” model that focuses on personal goal setting and mentorship. Coaches have an opportunity to obtain external certifications to help grow their credentials. Most coaches teach both real estate investing and entrepreneurship principles. All

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Page | 34 coaches working for Zurixx are required to sign a non-disclosure agreement. Coaches meet weekly with Zurixx executives to receive training and to help coordinate brand alignment, scheduling, and discuss new market initiatives.

Zurixx owners are very involved in the coaching function. Each of the three owners interacts on a regular basis with all of the coaches/mentors.

b) Online Educational Platform

The educational videos and other training materials are stored and managed on a third-party platform called Moodle. The content is all created and produced internally by the coaching team and is owned by Zurixx US. Each video is refreshed every two to three years or when a new coach joins the team. The goal is to provide relevant and timely content to students.

c) Mentoring

In addition to coaching, Zurixx offers mentoring services to its students. Mentoring includes in- person meetings and training between the student and the mentor. An example of a common mentoring activity is when a mentor travels to the student’s place of business and will jointly to identify and visit investment properties to help in student select and purchase a property. Mentoring makes up a small portion of the Company’s revenues and is managed by the coaching team. Zurixx provides in-house entrepreneurship mentoring, but contracts with a third-party for all real estate mentoring.

d) Dorado

The sales team is required to coordinate with the Company’s in-house legal counsel located in Puerto Rico. The legal team reviews sales session transcripts and presentations to ensure everything that is said is compliant with government regulations. In addition, the coaching team receives direction and approval from Dorado executives on how to conduct training and manage the workload.

10. Intercompany Agreements and Financing

a) Intercompany Agreements

Table Six details the intercompany agreement between Zurixx US and Dorado:

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Table 6: Zurixx Intercompany Agreements

Parent Affiliate Effective Date Description / Term

Zurixx LLC Dorado Marketing January 1, 2015 Master Services Agreement where Dorado & Management, agrees to perform certain services, including: LLC Renewable 1- marketing, public relations, consulting, event Year term management, celebrity management and administrative support for marketing and events for Zurixx’s benefit in the United States and Canada. Dorado shall invoice Zurixx monthly, unless otherwise agreed upon by the parties but in no case less frequently than quarterly, for the amount of the Service Fee then due, which amount shall be due and payable by Zurixx to Dorado within 30 days of the date of the delivery of the invoice to Zurixx.

b) External Financing Activities

As of December 31, 2017, Zurixx US did not have outstanding debt with external lenders or financing organizations.

c) Internal Financing Activities

As of December 31, 2017, the Company did not have any internal financing arrangements.

D. Conclusion

EP’s interviews of Company representatives along with an analysis of the Zurixx operating structure suggests the following:

• Zurixx US operates as the entrepreneur with responsibilities for developing and investing in intellectual property, making capital investments to grow the business and assuming the primary enterprise risks associated with operating this type of business. • Dorado performs functions that are consistent with those of a value-added service provider that performs high-value services involving marketing, customer identification, celebrity contract management, event planning and strategic operations of the business.

In constructing this functional analysis, EP interviewed various Zurixx employees to understand the nature and structure of the Zurixx organization.

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V. Regulatory Overview

A. U.S. Transfer Pricing Regulations

As was noted previously in this report, the US Regulations concerning transfer pricing are provided largely by Section 482 of the Internal Revenue Code. In the sections that follow, we provide an overview of the US Regulations relevant to the transactions covered by this report, including available methods and additional considerations for transactions involving tangible goods, services, intangible property and intercompany loans.

B. The Arm’s Length Principle

The arm’s length standard is common to most transfer pricing regulations around the world, including the US Regulations. In general, a controlled transaction meets the arm’s length standard if the results of the transaction are consistent with the results that would have been realized if uncontrolled taxpayers had engaged in comparable transactions under comparable circumstances. In order to be “comparable” to a controlled transaction, an uncontrolled transaction need not be identical to the controlled transaction but must only be sufficiently similar that it provides a reliable measure of an arm’s length result. To meet the arm’s length standard, a controlled taxpayer’s results need only be within the range of results determined by the results of two or more comparable uncontrolled transactions.

The US Regulations give the Internal Revenue Service (“IRS”) broad authority to reallocate income or deductions between related entities if the Service determines that such allocation “is necessary in order to prevent evasion of taxes or clearly to reflect the income” of such related entities. The IRS states in the final Section 482 regulations that “[t]he purpose of section 482 is to ensure that taxpayers clearly reflect income attributable to controlled transactions, and to prevent the avoidance of taxes with respect to such transactions” by placing “a controlled taxpayer on a tax parity with an uncontrolled taxpayer by determining the true taxable income of the controlled taxpayer.”

The US Regulations reiterate the IRS’ support of the arm’s length standard, stating that:

the standard to be applied in every case is that of a taxpayer dealing at arm's length with an uncontrolled taxpayer. A controlled transaction meets the arm’s length standard if the results of the transaction are consistent with the results that would have been realized if uncontrolled taxpayers had engaged in the same transaction under the same circumstances...10

The key concept underlying application of the arm’s length standard is comparability; the related party transaction in question should be assessed relative to comparable transactions between uncontrolled parties under comparable circumstances. In view of the validity

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Page | 37 attributed to the arm’s length standard, prudence dictates that the arm’s length standard be given a great deal of respect in analyzing any transfer pricing issue. The analysis in this report is based exclusively on that standard.

Depending on the nature of the items transferred, the US Regulations require that slightly different methods be employed to determine arm’s length prices. In every case, however, the standard applied is that of an uncontrolled taxpayer dealing at arm’s length with an unrelated party.

C. Best Method Rule

The US Regulations provide several methods for determining intercompany prices and require that the “best” method be employed to determine arm’s length pricing for each intercompany transaction. The best method is defined as the method that produces the most reliable measure of an arm’s length result for the controlled transaction, considering all the facts and circumstances of that transaction.

There are two primary factors that must be considered in order to determine which method is best. The first is the degree of comparability between the controlled transaction and the uncontrolled transaction. The five factors that must be considered when determining the degree of comparability are:11

• Functions performed; • Contractual terms; • Risks borne; • Economic conditions experienced; and, • Nature of the property or services.

The functional analysis is critical in determining these five factors as they relate to the entities under review. The functional analysis is the method of finding and organizing facts about the businesses in terms of functions, risks, and intangibles in order to identify how these characteristics are divided between the entities involved for the transactions under review. The purpose of the functional analysis is to describe the activities undertaken by the entities in order to identify comparable transactions that established an arm’s length range of prices. Thus, the functional analysis provides a factual foundation for establishing a transfer pricing methodology consistent with the arm’s length standard set forth in Section 482.

11 Treas. Reg. §1.482-1(d)(1)

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The second consideration in determining the best method is the quality of the data and assumptions used in the analysis. Again, there are several factors to consider in assessing the quality of the data and assumptions. They are:

• Completeness and accuracy of data; • Reliability of assumptions; and, • Sensitivity of the results to deficiencies in data and assumptions.12

D. Choice of Methodology

As a general matter, one can classify transfer pricing methods into three categories: transactional methods, profitability benchmarking methods, and profit split methods. Transactional methods are based upon uncontrolled transactions considered comparable to a given controlled transaction. When closely comparable transactions exist, the data related to these uncontrolled transactions are considered to provide the most objective basis for determining arm’s length pricing.

Profitability benchmarking methods examine the profitability of companies considered to be comparable to one party in the controlled transaction. The idea behind these methods is that transfer prices should be set in a manner that leaves one party to the transaction with profitability that is consistent with the profitability observed in comparable, or “benchmark” companies. These methods can be reliable when transactional data is not available, and when one of the two entities in the related party transaction performs only routine functions that can easily be benchmarked.

Profit split methods are distinguishable from profitability methods in that they are applied by considering the contributions of both parties in the controlled transaction rather than focusing only on one party. This method is appropriate for evaluating transactions where economic profit, or residual profit, is attributable to the contributions of both parties.

E. Methods Available and Additional Considerations for Services Transactions

1. Overview

In July 2006, the IRS issued temporary and proposed regulations that referenced the services cost method (recall, the SCM), a new transfer pricing method applicable to certain controlled services transactions. Such controlled services include back office services that are common across many industry sectors and typically bear low arm’s length markups on total services costs. These regulations were made final in 2009.13

12 Treas. Reg. §1.482-1(c)(2)(ii) 13 Refer to Treas. Reg. §1.482-9 Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 40 of 85

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Under specified circumstances, the SCM allows the arm's length charge for a controlled services transaction to be determined by reference to total services costs, without a markup. Two categories of covered services are potentially eligible for this method: “specified” covered services and “low-margin” covered services.

To demonstrate that a particular controlled service qualifies for the SCM, the taxpayer, in its business judgment, must reasonably conclude that the service does not contribute significantly to key competitive advantages, core capabilities, or fundamental risks of success or failure in one or more trades or businesses of the renderer, the recipient or both (the “business judgment rule”). The IRS provides a “white list” of “specified” covered services which can be charged at cost. These services include payroll, premiums for unemployment, disability, and workers compensation, accounts receivable, accounts payable, general administrative, corporate and public relations, meeting coordination and travel planning, accounting and auditing, tax, health, safety, environment, and regulatory affairs, budgeting, treasury activities, statistical assistance, staffing and recruiting, training and employee development, benefits, IT services, legal services, insurance claims management, and purchasing.

Although specified covered services cover a wide range of support activities, the US Treasury Department and the IRS recognize that the listing may not include the entire universe of low margin services. In the case of other low margin services, taxpayers may seek to demonstrate that the services qualify under the alternative mechanism in § 1.482-9(b)(3)(ii), as controlled services transactions or services for which the median comparable arm’s length markup on total services costs is less than or equal to seven percent.

Both specified covered services and low margin covered services must also meet the requirements of the business judgment rule and must not be identified in § 1.482-9(b)(4) as excluded transactions. The following nine categories of transactions, in whole or in part (the "Excluded Transactions"), are not covered services (and thus the services are ineligible for the SCM):

• Manufacturing; • Production; • Extraction, exploration or processing of natural resources; • Construction; • Reselling, distribution, acting as a sales or purchasing agent, or acting under a commission or other similar arrangement; • Research, development, or experimentation; • Engineering or scientific; and, • Insurance or reinsurance.

2. Benefit Test

The benefit test is used to determine whether the services being provided should be compensated. An activity is considered to provide a benefit to the recipient if

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the activity directly results in a reasonably identifiable increment of economic or commercial value that enhances the recipient's commercial position, or that may reasonably be anticipated to do so. An activity is generally considered to confer a benefit if, taking into account the facts and circumstances, an uncontrolled taxpayer in circumstances comparable to those of the recipient would be willing to pay an uncontrolled party to perform the same or similar activity on either a fixed or contingent- payment basis, or if the recipient otherwise would have performed for itself the same activity or a similar activity.14

An activity is not considered to provide a benefit, if the anticipated benefit is so indirect or remote that the recipient would not be willing to pay an uncontrolled party for the activity. Second, an activity does not confer a benefit if it is duplicative with an activity performed by the recipient on its own behalf. Third, an activity does not provide a benefit if the sole effect of that activity is either to protect the renderer’s capital investment in the recipient or other members of the controlled group or to facilitate compliance by the renderer with reporting, legal, or regulatory requirements specifically applicable to the renderer. The activities are also referred to as shareholder activities. Fourth, a controlled taxpayer generally will not be considered to obtain a benefit where that benefit results from the controlled taxpayer's status as a member of a controlled group. This is also referred to as “passive association.”

3. Methods Available for Services Transactions

a) Services Cost Method

The SCM evaluates whether the amount charged for covered services or low margin services is arm’s length by reference to the total services costs with no markup. In other words, the arm’s length price of the service is determined by calculating the total costs to provide the service.

The SCM was not applied in the given services transaction in this report due to the nature of the services being provided. The services did not meet the applicability standards of being a “covered” service or being a “low-margin” service. . If the SCM method is not applicable for a given services transaction, then the comparable uncontrolled services price method, gross services margin method, cost of services plus method, comparable profits method, profit split method, or an unspecified method may be considered.

b) Comparable Uncontrolled Services Price (“CUSP”) Method

The CUSP method evaluates whether the amount charged in a controlled services transaction is arm's length by reference to the amount charged in a comparable uncontrolled services transaction. The comparable uncontrolled services price method is ordinarily used where the

14 Treas. Reg. §1.482-9(l)(3)(i). Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 42 of 85

Page | 41 controlled services either are identical to or have a high degree of similarity to the services in the uncontrolled transaction.

c) Gross Services Margin (“GSM”) Method

The GSM method evaluates whether the amount charged in a controlled services transaction is arm's length by reference to the gross profit margin realized in comparable uncontrolled transactions. This method ordinarily is used in cases where a controlled taxpayer performs services or functions in connection with an uncontrolled transaction between a member of the controlled group and an uncontrolled taxpayer. This method may be used where a controlled taxpayer renders services (agent services) to another member of the controlled group in connection with a transaction between that other member and an uncontrolled taxpayer. This method also may be used in cases where a controlled taxpayer contracts to provide services to an uncontrolled taxpayer (intermediary function) and another member of the controlled group actually performs a portion of the services provided.

d) Cost of Services Plus (“CSPL”) Method

The CSPL method evaluates whether the amount charged in a controlled services transaction is arm's length by reference to the gross services profit markup realized in comparable uncontrolled transactions. The cost of services plus method is ordinarily used in cases where the controlled service renderer provides the same or similar services to both controlled and uncontrolled parties. This method is ordinarily not used in cases where the controlled services transaction involves a contingent payment arrangement.

e) Comparable Profits Method

The CPM evaluates whether the amount charged in a controlled transaction is arm's length, based on objective measures of profitability derived from uncontrolled taxpayers that engage in similar business activities under similar circumstances.

f) Profit Split Method

The PSM evaluates whether the allocation of the combined operating profit or loss attributable to one or more controlled transactions is arm's length by reference to the relative value of each controlled taxpayer's contribution to that combined operating profit or loss. The relative value of each controlled taxpayer's contribution is determined in a manner that reflects the functions performed, risks assumed, and resources employed by such controlled taxpayer in the relevant business activity.

g) Unspecified Methods

Finally, an unspecified method should take into account the general principle that uncontrolled taxpayers evaluate the terms of a transaction by considering the realistic alternatives to that transaction, including economically similar transactions structured as other than services

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Page | 42 transactions, and only enter into a particular transaction if none of the alternatives is preferable to it.

F. Methods Available for Tangible Goods Transactions

The US Regulations provide specific methods for testing the arm’s length nature of transfers of tangible property between related parties. These methods include the Comparable Uncontrolled Price (“CUP”) Method, the Resale Price Method (“RPM”), the Cost Plus (“CP”) Method, the Comparable Profits Method (recall, CPM), and the Profit Split Method (“PSM”). A taxpayer may also elect a method that is not specified in the regulations, where none of the specified methods can reasonably be applied under the facts and circumstances of a particular case. Each of the methods under the Section 482 regulations is summarized below.

1. Comparable Uncontrolled Price Method

The CUP method refers to the price paid for same or similar property in a transaction between unrelated parties to determine arm’s length consideration for controlled transactions.15 The standard of comparability under the CUP method is very high, and a transaction is only considered comparable if both the tangible property and circumstances surrounding the controlled transaction are substantially the same as those of the uncontrolled transaction.

Additional factors for determining comparability include the quality of the product, the volume of sales, the level of the market, the geographic market in which the transaction takes place, the date the transaction takes place, and alternative commercial arrangements realistically available to both parties. The US Regulations state that the CUP method, when it can be reasonably applied on the basis of available data, will ordinarily provide the most accurate measure of an arm’s length transfer price.

2. Cost Plus Method16

The CP method is applicable when transactions involve manufacturing, assembly or the production of goods that are sold to related parties. Under this method, an arm’s length price is equal to the controlled party’s cost of producing the property plus a gross profit markup. The gross profit markup equals the gross profit in comparable uncontrolled transactions, expressed as a percentage of cost.

Comparability factors that are relevant to the application of this method are complexity of manufacturing or assembly; engineering; purchasing and inventory controls; testing; selling, general and administrative expenses; currency risks; and credit terms. Appropriate adjustments must be made to the gross profit in uncontrolled transactions to reflect differences between the uncontrolled and controlled transactions.

15 Treas. Reg. §1.482-3(b)(1) 16 Treas. Reg. §1.482-3(d)(1)

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3. Resale Price Method17

The RPM measures the value of distribution functions and therefore ordinarily applies when a distributor purchases and resells tangible property without adding substantial value to the property by altering it or by using intangible property. This method determines an arm’s length price for goods by allocating to the controlled party an amount of income on its distribution function equal to the gross profit margin (gross profit/sales) of a distributor performing roughly similar functions with respect to purchases and sales with unrelated parties.

Close physical similarity of the tangible property in the controlled and uncontrolled sales is desirable but not required. Adjustments to the arm’s length price ultimately obtained after applying an appropriate gross profit margin may be appropriate to account for differences in the functions performed and the risks assumed in the controlled and uncontrolled transactions.

4. Comparable Profits Method18

The CPM establishes an arm’s length price for a controlled transfer of tangible or intangible property by examining the profitability of uncontrolled taxpayers that engage in activities that are similar to the tested party under comparable circumstances. An arm’s length range of results is then determined based upon the amount of profit that the tested party would have earned if the relevant profit level indicator (“PLI”) were equivalent to those of the uncontrolled taxpayers.

Since the CPM measures the total return on business activities, comparable parties should be broadly similar; significant product diversity and some functional diversity between controlled and uncontrolled transactions are acceptable. A reasonable number of adjustments may be made to the PLIs of the comparable parties to improve consistency and to achieve greater similarity between comparable companies and the tested party.

As indicated, application of the CPM method requires selection of a “tested party.” The tested party is the participant in the controlled transaction whose operating profit attributable to the controlled transactions can be validated using the most reliable data, requiring the fewest and most reliable adjustments. In addition, the availability of reliable data regarding uncontrolled comparables affects the determination of the tested party. “Consequently, in most cases the tested party will be the least complex of the controlled taxpayers and will not own valuable

17 Treas. Reg. §1.482-3(c) 18 Treas. Reg. §1.482-5

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Page | 44 intangible property or unique assets that distinguish it from potential uncontrolled comparables.”19

5. Profit Split Method

The PSM “evaluates whether the allocation of the combined operating profit or loss attributable to one or more controlled transactions is arm’s length by reference to the relative value of each controlled taxpayer’s contribution to the combined operating profit or loss.”20 The most narrowly defined business activity of the controlled taxpayer is used to derive the combined operating profit. To determine the relative value of each party’s contribution to the success of the relevant business activity, the functions performed, risks assumed, and resources employed by each must be considered. Under this method, profit is divided among controlled taxpayers either on the basis of a comparable profit split allocation or a residual profit split allocation.

6. Unspecified Methods

From the standpoint of Section 482, a method that is unspecified in that it is not the CUP method, the cost-plus method, the resale price method, the CPM method, or the profit split method can be applied if it provides the most reliable measure of an arm’s length result under the principles of the best method rule. Unspecified methods are to take into account the general principle that “information be provided on the prices or profits that the controlled taxpayer could have realized by choosing a realistic alternative to the controlled transaction.”21

A summary of our analysis and selection of best method is provided in the Economic Analysis section.

19 Treas. Reg. §1.482-5(a)(2)(i) 20 Treas. Reg. §1.482-6(a) 21 Treas. Reg. §1.482-3(e)(1) Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 46 of 85

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VI. Economic Analysis

EP has elected to use an “Unspecified” method to evaluate the arm’s length nature of Dorado’s intercompany sales and executive management fees charged to Zurixx US. As such, EP has employed the use of several methods to build up a final fee charge to benchmark the arm’s length nature of the transaction in this report. This section will assess and describe the methods employed and the conclusion of appropriate fees.

A. Executive Management Fees – North America Search

The CPM evaluates whether the amount charged in a controlled transaction is arm’s length by reference to a measure of profitability (a profit level indicator, or “PLI”) derived from uncontrolled parties engaged in similar business activities under similar circumstances. For example, the reported operating profit of a controlled tested party would be compared to the operating profit it would have earned if its PLI were equal to that of the uncontrolled comparable companies. The tested party should be the party to the transaction for which reliable data on the most closely comparable transactions can be identified. It should also be the party that is the least complex of those involved in the controlled transaction, and that does not own valuable intangible property or unique assets.

Our application of the CPM to the executive management functions performed by Dorado comprises the following five steps:

• Selection of the tested party for the analysis; • Selection of the number of years for comparison; • Choice of PLI; • Selection of comparable companies; and, • Determination of an arm’s length range of results, and comparison to the results of the controlled transaction under review.

1. Selection of the Tested Party

The tested party should be the participant in the related transactions with the most reliable data, requiring the fewest and most reliable adjustments, and for which reliable data regarding uncontrolled comparable companies can be located. Thus, generally the tested party is the party that is simplest in terms of functions performed and risks assumed. As Dorado is best characterized as a provider of services to Zurixx US and doesn’t own “non-routine” assets, it is best characterized as the tested party for this analysis.

2. Selection of Years for Comparison

When applying the CPM, it must be decided whether to compare the financial results of only the tax year in question or to analyze several years (e.g., using an average over several years). Multiple year analysis is the appropriate comparison when factors such as business or product

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Page | 46 life cycles, foreign exchange risks, other business risk factors or other influences might have an effect on the profitability of the comparable company financial results.

Generally, three years of data is used, unless the specific facts of the case warrant a longer period. Therefore, we have obtained the financial results of comparable companies over a three-year period corresponding to Zurixx fiscal years 2015-2017.

3. Selection of Profit Level Indicator

In this case, we determined that the operating margin (defined as operating income over net revenue) provides the most reliable PLI to test the financial results of an entity that provides routine functions, like executive management services. In light of these considerations, we have selected the operating margin to evaluate the arm’s length nature of this transaction.

4. Selection of North American Comparable Companies

The CPM was applied to search for and identify North American companies that perform similar executive management services. As part of the search process, Standard Poor’s Capital IQ (“Capital IQ”)22 was examined for North American companies that are engaged in broadly the same industry.

Capital IQ was screened to identify public companies using standard industrial classification (“SIC”) codes. This system is structured on an industry basis and is used to promote the comparability of data describing various industries in the economy. Major industry groups are categorized under two-digit SIC codes. Extensions of these codes to three or four digits indicate a narrower industry definition. The following wide range of SIC codes were searched in the database to help identify the largest number of potentially comparable benchmark companies.23

• 73*: Business Services; and, • 874*: Management and Public Relations services.

This search methodology identified 286,391 companies. Next, the initial set of 286,391 companies was filtered to include only actively operating companies in the United States and Canada, which returned 54,824 companies. The next filter was applied to include only public companies, identifying 1,480. Finally, a quantitative screen was applied to the remaining 1,480 companies. The quantitative screen led to the elimination of companies for reasons including:

• No revenue the last three years.

The quantitative screening led to the elimination of 736 companies, leaving 744 companies to be reviewed qualitatively. For each of these companies, short business descriptions were reviewed, leading to the elimination of companies for reasons including:

22 Capital IQ Disc Date: September 2018 23 SIC Codes with an asterisk reference all narrower SIC codes containing the previous digits Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 48 of 85

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• The company performs significantly different functions than those of the tested party (e.g., the company performs manufacturing); and, • The company has a brand name or other intangibles associated. The screening criteria led to the elimination of 737 companies, leaving 7 remaining comparable companies.

5. Results of the CPM Analysis

Table 7: Operating Margin for North American Comparable Companies

3-Year Row Company 2015 2016 2017 Avg. 1 CRA International, Inc. 5.6% 5.8% 4.5% 5.3% 2 Edgewater Technology, Inc. 3.2% 3.7% -3.3% 1.3% 3 FTI Consulting, Inc. 9.8% 9.3% 9.0% 9.4% 4 Harris Corporation 17.9% 19.2% 19.0% 18.7% 5 Huron Consulting Group Inc. 16.5% 13.4% 9.0% 12.9% 6 Navigant Consulting, Inc. 11.6% 12.2% 10.3% 11.4% 7 Resources Connection, Inc. 9.0% 6.8% 7.2% 7.6%

Maximum 17.9% 19.2% 19.0% 18.7% Upper Quartile 16.5% 13.4% 10.3% 12.9% Median 9.8% 9.3% 9.0% 9.4% Lower Quartile 5.6% 5.8% 4.5% 5.3% Minimum 3.2% 3.7% -3.3% 1.3%

6. Implementation

As shown in the table above, the three-year weighted average interquartile range of the operating margin for comparable executive management companies extends from 5.3 percent to 12.9 percent with a median of 9.4 percent. As part of the determination of total applicable fees charged to Zurixx US, Zurixx opted to use a 10.0 percent operating margin metric to calculate applicable executive management fees. The applied operating margin of 10.0 percent is within the arm’s length range of the identified comparable companies. The applied operating margin of 10.0 percent resulted in an executive management fee of $1.34 million in FY2017. Details regarding the executive management fee calculation can be found in Appendix D.

B. Registration Fees

Dorado employs local teams to generate sales leads through searches for potential buyers of Zurixx training programs. Efforts to find sales leads takes place through advertised online banners and physical mailings. The search process goes through several stages and ultimately

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Page | 48 leads to a consumer registering for a Zurixx product. In many cases, it takes several thousand contacts with a consumer to lead to a product registrant.

In the advertising industry, the cost to acquire customers through qualifying actions (i.e., registrations, subscriptions) is referred to as a Cost Per Action (“CPA”) metric. The CPA for any given product varies by the difficulty of the target market and qualifying action required. This metric is used to assess the success and cost of acquiring new customers as part of an advertising campaign. We believe that Dorado performs sales and marketing services that would be compensated under arrangements if it were to offer these services to external customers.

1. Summary of Findings

a) Selected Method

The Comparable Uncontrolled Price (“CUP”) as described in the US Transfer Pricing Regulations was applied to the registration fees of the tested transaction. The CUP method evaluates the arm’s length price for the Cost Per Actions between Zurixx US and Dorado by comparing it with the price paid for the same or similar CPA’s in an uncontrolled transaction with or between unrelated parties.

b) Application of CUP

Employing the CUP methodology, EP benchmarked the covered transaction using a set of external transactions. Economics Partners searched multiple databases and websites to identify transactions that affix a cost for actionable items (i.e., registrations, subscriptions) in an advertising campaign that is broadly similar to Dorado’s services in this transaction.

c) Arm’s Length Results

After performing an extensive search, EP found sufficiently comparable CPA metrics that closely resembled that of Dorado. The various CPA metrics were then analyzed to create a range of possible prices per registrants. Table Nine below lists the CPA sources as well as the construction of pricing ranges.

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Table 8: CPA Metrics for Comparable Sales and Marketing Services

Row Source CPA 1 Facebook - Real Estate CPA $ 16.92 2 Facebook - Employment & Training CPA $ 23.24 3 Facebook - Average Site CPA $ 18.68 4 Google - Average Site Search CPA $ 59.18 5 Google - Real Estate Search CPA $ 59.06 6 Google - Real Estate Display CPA $ 41.44 7 Google - Education Search CPA $ 80.00 8 Google - Education Display CPA $ 42.13 9 Google - Employment Search CPA $ 129.69 10 Google - Employment Display CPA $ 105.79

Maximum $ 129.69 Upper Quartile $ 86.45 Median $ 50.60 Lower Quartile $ 22.10 Minimum $ 16.92

a) Implementation

As shown in the table above, the interquartile range of CPA metrics for comparable sales and marketing services extends from $22.10 to $86.45 per CPA with a median of $50.60. As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected the median CPA metric to calculate applicable registration fees. The applied CPA of $50.60 resulted in a total registration fee of $42.41 million in FY2017. In calculating the total built up applicable fees to Zurixx US, Zurixx elected to use the range of possible registration fees to show a range of charges that could be applied to Zurixx US. This presentation will be discussed in the final buildup of applicable fees at the end of this section. Details regarding the calculation of registration fees can be found in Appendix E.

C. Legal Fees

Dorado employs a small legal team to review workshops, events, online content and coaching sessions that teach students how to invest in real estate and entrepreneurship opportunities. The Dorado legal team reviews workshop transcripts and documents to protect Zurixx from any legal action and to ensure legal compliance. The PR legal team also reviews telephone transcripts from coaching sessions and the customer service teams. These legal fees are charged to Zurixx US as a legal assessment fee.

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1. Summary of Findings

a) Selected Method

The Comparable Uncontrolled Price (“CUP”) as described in the US Transfer Pricing Regulations was applied to the legal fees of the tested transaction. The CUP method evaluates the arm’s length price for legal fees between Zurixx US and Dorado by comparing it with the prices paid for the same or similar legal services in uncontrolled transactions with or between unrelated parties.

b) Application of CUP

Employing the CUP methodology, EP benchmarked the covered transaction using a set of external transactions. Economics Partners searched multiple databases and websites to identify transactions that publish legal rates for services that are broadly similar to Dorado’s legal department in this transaction.

c) Arm’s Length Results

After performing an extensive search, EP found sufficiently comparable legal rates that compensate and closely resemble the functions of Dorado. The various legal rates were then analyzed to create a range of possible legal fee rates. Table 9en below lists the sources as well as the range of legal rates.

Table 9: Legal Rates

Row Position Hourly Rate 1 Paralegal - NALA Report $ 129.00 2 Paralegal - NALA Salary $ 79.75 3 Paralegal - NCLC Report $ 84.00 4 Associate - NALP Report $ 196.09 5 Associate - NALP Report $ 162.24 6 Attorney -NCLC Avg. $ 350.00 7 Attorney -NCLC Median $ 365.00

Maximum $ 365.00 Upper Quartile $ 350.00 Median $ 162.24 Lower Quartile $ 84.00 Minimum $ 79.75

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d) Implementation

As shown in the table above, the interquartile range of legal rates for comparable legal services extends from $79.75 per hour to $365.00 per hour with a median of $162.24. As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected the average attorney legal rate to calculate applicable legal fees. The legal counsel employed at Dorado holds a JD designation and regularly works on complex issues related to compliance, contracts and legal defense. Due to the nature and complexity of the work involved, Zurixx felt it appropriate to charge a rate that is commensurate with an attorney’s experience and expertise. The applied rate of $357.50 resulted in a total legal fee of $.50 million in FY2017. Details regarding this calculation can be found in Appendix F.

D. Workshop Recruitment Fees

Dorado employs a recruitment team to actively identify and recruit trained presenters for its workshops, events and coaching sessions. The search process is comprehensive and requires a great deal of effort to identify individuals with a unique combination of interpersonal and business skills to successfully present and engage with students. Dorado functions as a recruitment center where they contact and contract with qualified speakers for specified engagements. The recruitment industry is typically compensated as a percentage of gross earnings of the recruited individual. Zurixx charges a recruitment fee to Zurixx US for its recruitment services.

1. Summary of Findings

a) Selected Method

The Comparable Uncontrolled Price (“CUP”) as described in the US Transfer Pricing Regulations was applied to the recruitment fees of the tested transaction. The CUP method evaluates the arm’s length price for recruitment fees between Zurixx US and Dorado by comparing it with the prices paid for the same or similar recruitment services in uncontrolled transactions with or between unrelated parties.

b) Application of CUP

Employing the CUP methodology, EP benchmarked the covered transaction using a set of third- party transactions. Economics Partners searched multiple databases and websites to identify transactions that publish recruitment rates for services that are broadly similar to Dorado’s recruitment team in this transaction.

c) Arm’s Length Results

After performing an extensive search, EP found sufficiently comparable recruitment rates that compensate and closely resemble the functions of Dorado. The various recruitment rates were then analyzed to create a range of possible recruitment or headhunter fee arrangements typical

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Page | 52 for the industry. The recruitment rates identified define compensation rates as a percentage of the gross annual salary of the recruited individual. Recruitment fees are assessed as a one-time charge upon the successful hire of the job candidate. Table 10Eleven below lists the sources as well as the range of recruitment rates.

Table 10: Recruitment Rates

Row Source Fee 1 Top Echelon Recruiting Report - average 22.1% 2 Forbes - Recruitment Report 25.0% 3 Top Echelon Recruiting Report - sales 22.0% 4 Bounty Jobs - 2017 Average Fee 21.3% 5 Third-Party Recruiting Benchmark Report - Non-Manager 25.2% 6 Third-Party Recruiting Benchmark Report - Manager 25.3% 7 Third-Party Recruiting Benchmark Report - Director 25.3% 8 Third-Party Recruiting Benchmark Report - VP & C-Suite 26.0%

Maximum 26.0% Upper Quartile 25.3% Median 25.1% Lower Quartile 22.0% Minimum 21.3%

d) Implementation

As shown in the table above, the interquartile range of recruitment rates for comparable recruiting services extends from 22.0 percent to 25.3 percent with a median of 25.1 percent. As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected the median recruitment rate to calculate applicable recruiter fees. The applied rate of 25.1 percent resulted in a total recruitment fee of $1.26 million in FY2017. Details regarding this calculation can be found in Appendix G.

E. Celebrity Management Fees

Dorado manages celebrity speakers for workshops, events and coaching sessions. Dorado is responsible for managing the celebrity relationships, much like an agent does for athletes or a musician, which demands a great deal of time and effort. Dorado is in frequent contact with the signed celebrities and is responsible for addressing matters of compensation, contractual obligations and how the celebrities’ brand is being used to market seminars. The celebrity agency industry is typically compensated as a percentage of gross earnings of the celebrity in question. Dorado charges a celebrity agent or management fee to Zurixx US for its services. In addition, Zurixx US maintains a reserve for legal costs and sales declines in the event of deteriorating celebrity image and relationships. Zurixx US is responsible for compensating

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Page | 53 celebrity management fees regardless of the potential efficacy of the celebrity endorsements. To that effect, Zurixx US manages considerable celebrity management risk.

1. Summary of Findings

a) Selected Method

The Comparable Uncontrolled Transaction (“CUT”) as described in the US Transfer Pricing Regulations was applied to the recruitment fees of the tested transaction. The CUT method evaluates the arm’s length rate for management fees between Zurixx US and Dorado by comparing it with the rates paid for the same or similar agency services in uncontrolled transactions with or between unrelated parties.

b) Application of CUT

Employing the CUT methodology, EP benchmarked the covered transaction using third-party transactions. Economics Partners searched multiple databases and websites to identify transactions that publish agency rates for services that are broadly similar to Dorado’s celebrity management activities addressed in this transaction.

c) Arm’s Length Results

After performing an extensive search, EP found a sufficiently comparable agency rate that compensates for celebrity management functions that Dorado performs. Within the performing arts and celebrity industries, it is common for artists’ interests to be protected and represented through workers unions or guilds. In particular, the Screen Actors Guild - American Federation of Television and Radio Artists (“SAG-AFTRA”) was formed in the 1930’s to accomplish this task. As part of its mission statement and membership, SAG-AFTRA established a celebrity agency rate cap of 10.0 percent of gross proceeds to govern agents and management agencies. The celebrities that Zurixx contracts with are performers and artists that would adhere to this code to protect their interests.

d) Implementation

As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected a 10.0 percent agency rate to calculate applicable management fees. The applied rate of 10.0 percent to total celebrity income resulted in a total agent management fee of $.81 million in FY2017. Details regarding this calculation can be found in Appendix H.

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VII. Conclusion

A. Overview of Transaction

The intercompany transaction at issue in this report is the provision of certain sales and executive management services from Dorado Marketing & Management, LLC Puerto Rico (“Dorado”) to Zurixx, LLC (“Zurixx US”). During FY 2017, Dorado charged sales and executive management services fees to Zurixx US in consideration of these services.

B. Summary of Findings

1. Executive Management Fees

As part of the determination of total applicable fees charged to Zurixx US, Zurixx opted to use a 10.0 percent operating margin metric to calculate applicable executive management fees. The three-year weighted average interquartile range of the operating margin for comparable executive management companies extends from 5.3 percent to 12.9 percent with a median of 9.4 percent. The applied operating margin of 10.0 percent is within the arm’s length range of the identified comparable companies. The applied operating margin of 10.0 percent resulted in an executive management fee of $1.34 million in FY2017. Details regarding the executive management fee calculation can be found in Appendix D.

2. Registration Fees

As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected the median CPA metric to calculate applicable registration fees. The applied CPA of $50.60 resulted in a total registration fee of $42.41 million in FY2017. Details regarding the calculation of registration fees can be found in Appendix E.

3. Legal Fees

As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected the average attorney legal rate to calculate applicable legal fees. The applied rate of $350.00 resulted in a total legal fee of $.50 million in FY2017. Details regarding this calculation can be found in Appendix F.

4. Workshop Recruitment Fees

As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected the median recruitment rate to calculate applicable recruiter fees. The applied rate of 25.1 percent resulted in a total recruitment fee of $1.26 million in FY2017. Details regarding this calculation can be found in Appendix G.

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5. Celebrity Management Fees

As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected a 10.0 percent agency rate to calculate applicable management fees. The applied rate of 10.0 percent resulted in a total agent management fee of $.81 million in FY2017. Details regarding this calculation can be found in Appendix H.

6. Total Fees

The fees previously described all constitute applicable fees from Dorado to Zurixx US for the provision of certain sales and executive management services. The methodologies employed and rate have determined a total median charge of $46.32 million in FY2017. Using the range of applicable registration fees, the range of total charges extends from $20.74 million to $76.37 million. Actual charges billed by Zurixx in FY2017 totaled $21.14 million. This result is below the benchmarked fee calculation of $47.19 million and is considered arm’s-length. Details regarding this calculation can be found in Appendix I.

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Appendix A: Comparable Company Business Descriptions

A. North American Comparable Company Business Descriptions

CRA International, Inc., a consulting company, provides economic, financial, and management consulting services in the United States, the United Kingdom, and internationally. The company advises clients on economic and financial matters pertaining to litigation and regulatory proceedings; and guides corporations through critical business strategy and performance- related issues. The company’s consulting services include research and analysis, expert testimony, and support in litigation and regulatory proceedings in the areas of finance, accounting, economics, insurance, and forensic accounting and investigations to corporate clients and attorneys. In addition, its management consulting services comprise strategy development, performance enhancement, corporate strategy and portfolio analysis, estimation of market demand, new product pricing strategies, valuation of intellectual property and other assets, assessment of competitors' actions, and analysis of new sources of supply. It serves various industries, including agriculture; banking and capital markets; chemicals; communications and media; consumer products; energy; entertainment; financial services; health care; insurance; life sciences; manufacturing; metals, mining, and materials; oil and gas; real estate; retail; sports; telecommunications; transportation; and technology. Further, it develops and markets neural network software tools, as well as provides complementary application consulting services primarily for electric utilities. CRA International, Inc. was founded in 1965 and is headquartered in Boston, Massachusetts.

Edgewater Technology, Inc. provides business and technology services, and channel-based solutions in the United States, Canada, and internationally. It offers digital transformation; CFO/CIO advisory; business improvement roadmaps; organizational change management; program/project management; business process rejuvenation and integrated social media practices; specialized operational, due diligence, and technology management services to mergers and acquisitions, private equity, and venture capital; and strategic advice, costing, estimates to complete, and failing or failed programs or project initiatives. The company also provides independent package selection and request for information or proposal process design and implementation; domain; technical architecture, roadmaps, and design; strategic technology selections; data analytics and reporting; custom component design and implementation; customer intelligence solutions using Web/mobile analytics; cloud architecture, integration, and phasing solutions; on-going support; and infrastructure optimization and redesign, disaster recovery, and business continuity specialized design and assistance services. In addition, it offers product-based consulting services, such as business transformation through packaged software solutions; enterprise performance management with Oracle budgeting, planning, consolidation, and strategic finance; big data; enterprise resource planning with Microsoft Dynamics AX in process and discrete manufacturing verticals; customer relationship management with Microsoft Dynamics CRM; industry specific platform and solutions; Microsoft CRM/XRM and specialized custom, as well as blended solutions; business intelligence analytics; design, development, and introduction of IP; and support and

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Page | 57 training services. Further, the company provides enterprise information management and analytics services. Edgewater Technology, Inc. was founded in 1992 and is headquartered in Wakefield, Massachusetts.

FTI Consulting, Inc. provides business advisory services to manage change, mitigate risk, and resolve disputes worldwide. The company’s Corporate Finance & Restructuring segment provides turnaround and restructuring, business transformation, interim management, valuation and financial advisory, transaction, dispute advisory, and tax services, as well as mergers and acquisitions (M&A), and M&A integration services. Its Forensic and Litigation Consulting segment offers anti-corruption investigations and compliance, and data and analytics, as well as compliance, monitoring, and receivership services; cybersecurity, forensic accounting and advisory, and global risk and investigations practice; and construction solutions, dispute advisory, intellectual property, trial, business insurance claims, and health solutions. The company’s Economic Consulting segment provides financial, economic, and econometric consulting services; business and expert valuation, and expert testimony services; intellectual property and international arbitration services; economic and statistical analyses services; services related to public policy and regulated industries, and healthcare economics and policy; and network and economic impact analysis, and securities litigation and risk management services. Its Technology segment offers e-discovery management, managed document review, collections and digital forensics, information governance and compliance, investigations, and contract intelligence services, as well as e-discovery software. The company’s Strategic Communications segment provides advice services relating to public affairs and government relations, M&A crisis communications and special situations, corporate reputation, people and change, digital and creative communications, capital markets communications, and strategy consulting and research. FTI Consulting, Inc. was founded in 1982 and is headquartered in Washington, District of Columbia.

Harris Corporation provides technology-based solutions that solve government and commercial customers’ mission-critical challenges in the United States and internationally. The company operates in three segments: Communication Systems, Electronic Systems, and Space and Intelligence Systems. It designs, develops, and manufactures radio communications products and systems, including single channel ground and airborne radio systems, multiband manpack and handheld radios, multi-channel manpack and airborne radios, and single-channel airborne radios, as well as wideband rifleman team, ground, and high frequency manpack radios. The company also offers vision-enhancing products; wireless communications systems; and Internet protocol based voice and data communications systems, as well as single-band land mobile radio terminals and multiband radios comprising a handheld radio and a full- spectrum mobile radio for vehicles. In addition, it provides electronic warfare, avionics, command, control, communications, computers, intelligence, surveillance, and reconnaissance solutions for defense and classified customers; and mission-critical communication systems for civil and military aviation and other customers. Further, the company offers intelligence, space protection, geospatial, earth observation, exploration, positioning, navigation and timing, and environmental solutions using advanced sensors, antennas, and payloads, as well as ground processing and information analytics for national security, defense, civil and commercial Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 59 of 85

Page | 58 customers. Harris Corporation was founded in 1895 and is headquartered in Melbourne, Florida.

Huron Consulting Group Inc., a professional services firm, provides advisory, technology, and analytic solutions in the United States and internationally. Its Healthcare segment provides advisory services in the areas of strategy, care transformation, financial and operational performance, technology and analytics, and leadership development to national and regional hospitals, integrated health systems, academic medical centers, community hospitals, and medical groups. The company’s Education segment offers management consulting and technology solutions related to business and technology strategy, financial management, operational and organizational effectiveness, research administration, and regulatory compliance for higher education institutions and academic medical centers. Its Business Advisory segment provides enterprise performance management, enterprise resource planning, business intelligence and analytics, customer relationship management, and data management services; and capital advisory, transaction advisory, operational improvement, restructuring and turnaround, valuation, and dispute advisory services. This segment also provides strategic solutions in the areas of R&D and product strategy commercial segmentation, corporate and financial strategy, compliance and operations, reimbursement and access strategy, commercial contracting strategy, fair market value analysis, lifecycle management, litigation and investigations, government pricing and transparency reporting, auditing and monitoring, and business process improvement. The company serves healthcare, education, pharmaceutical and medical device, financial services, energy and utilities, retail, aerospace, automotive, technology, telecommunications, consumer products, governmental, metals and mining, engineering and construction, hospitality and gaming, logistics, and manufacturing industries. Huron Consulting Group Inc. was founded in 2002 and is headquartered in Chicago, Illinois.

Navigant Consulting, Inc. provides professional services to corporate executives and senior management, corporate counsel, law firms, corporate boards, special committees, and governmental agencies worldwide. It operates through four segments: Healthcare; Energy; Financial Services Advisory and Compliance; and Disputes, Forensics and Legal Technology. The Healthcare segment offers consulting and business process management services to healthcare providers, payers, and life sciences companies. This segment helps clients respond to market legislative changes, such as the shift to an outcome and value-based reimbursements model, ongoing industry consolidation and reorganization, Medicaid expansion, the implementation of a new electronic health records system, and product planning and commercialization expertise. The Energy segment provides advisory services to utilities, governmental agencies, manufacturers, and investors. This segment offers its clients with advisory solutions in business strategy and planning, distributed energy resources and renewables, energy efficiency and demand response, and grid modernization, as well as various benchmarking and research services. The Financial Services Advisory and Compliance segment provides strategic, operational, valuation, risk management, investigative, and compliance advisory services to clients primarily in the financial services industry, including financial and insurance institutions. This segment also offers anti-corruption solutions and anti-money laundering consulting, litigation support, and tax compliance and valuation services. The Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 60 of 85

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Disputes, Forensics and Legal Technology segment provides professional services, including accounting, regulatory, construction, and computer forensic, as well as valuation and economic analysis. Navigant Consulting, Inc. was founded in 1983 and is headquartered in Chicago, Illinois.

Resources Connection, Inc. provides business consulting services under the Resources Global Professionals name in North America, Europe, and the Asia Pacific. The company offers process transformation and optimization, financial reporting and analysis, technical and operational accounting, and merger and acquisition due diligence and integration services; new accounting standards implementation and remediation support services; and audit readiness, and preparation and response services. It also provides information management services comprising program and project management, business and technology integration, data strategy, and business performance management. In addition, the company offers corporate advisory, strategic and crisis communications, and restructuring services; and governance, risk, and compliance (GRC) management services that include governance, assessments, auditing and automation of programs managing regulatory compliance, enterprise risk management, internal audits, operational risk management, and data security and privacy services. Further, it provides strategy development, procurement and supplier management, logistics and materials management, supply chain planning and forecasting, and unique device identification compliance; and change management, organization development and effectiveness, employment engagement, compensation and incentive plan strategies and design, and optimization of human resources technology and operations. Additionally, the company offers legal and regulatory supporting services for commercial transactions, global compliance initiatives, law department operations, and law department business strategy and analytics. It also provides policyIQ, a cloud-based GRC software application. The company was formerly known as RC Transaction Corp. and changed its name to Resources Connection, Inc. in August 2000. Resources Connection, Inc. was founded in 1996 and is headquartered in Irvine, California.

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Appendix B: Comparable Company Financials

A. North American Comparable Company Financials

CRA International, Inc. 5 Sheet5!Huron Consulting Group Inc. Millions USD Millions USD Description 2015 2016 2017 Description 2015 2016 2017 Revenue 303.6 324.8 370.1 # Revenue 699.0 726.3 732.6 Cost of Goods Sold 207.7 227.4 258.8 # Cost of Goods Sold 401.9 437.6 454.8 Gross Profit 95.9 97.4 111.2 # Gross Profit 297.1 288.7 277.8 Operating Expenses 79.0 78.5 94.6 # Operating Expenses 181.8 191.7 212.1 Operating Profit 16.9 18.9 16.7 # Operating Profit 115.3 97.0 65.6 Operating Margin 5.6% 5.8% 4.5% # Operating Margin 16.5% 13.4% 9.0%

N O P N O P Edgewater Technology, Inc. 6 Sheet6!Navigant Consulting, Inc. Millions USD Millions USD Description 2015 2016 2017 Description 2015 2016 2017 Revenue 109.7 119.9 106.2 # Revenue 833.8 938.7 939.6 Cost of Goods Sold 70.1 73.8 66.5 # Cost of Goods Sold 566.0 627.7 648.5 Gross Profit 39.6 46.2 39.7 # Gross Profit 267.8 311.0 291.2 Operating Expenses 36.1 41.8 43.2 # Operating Expenses 171.1 196.4 194.1 Operating Profit 3.5 4.4 -3.5 # Operating Profit 96.7 114.6 97.0 Operating Margin 3.2% 3.7% -3.3% # Operating Margin 11.6% 12.2% 10.3%

N O P N O P FTI Consulting, Inc. 7 Sheet7!Resources Connection, Inc. Millions USD Millions USD Description 2015 2016 2017 Description 2015 2016 2017 Revenue 1,779.1 1,810.4 1,807.7 # Revenue 598.5 583.4 654.1 Cost of Goods Sold 1,171.4 1,207.0 1,215.6 # Cost of Goods Sold 366.4 362.1 408.1 Gross Profit 607.7 603.4 592.2 # Gross Profit 232.2 221.3 246.1 Operating Expenses 432.7 434.6 429.7 # Operating Expenses 178.3 181.7 199.1 Operating Profit 175.0 168.9 162.5 # Operating Profit 53.9 39.6 46.9 Operating Margin 9.8% 9.3% 9.0% # Operating Margin 9.0% 6.8% 7.2%

N O P Harris Corporation Millions USD Description 2015 2016 2017 Revenue 5,992.0 5,900.0 6,182.0 Cost of Goods Sold 3,818.0 3,734.0 3,931.0 Gross Profit 2,174.0 2,166.0 2,251.0 Operating Expenses 1,099.0 1,035.0 1,079.0 Operating Profit 1,075.0 1,131.0 1,172.0 Operating Margin 17.9% 19.2% 19.0%

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Appendix C: Accept / Reject Matrices

A. North American Comparables – Qualitative Rejections

Accept / # Company Name Reject Accept / Reject Reason 1 CRA International, Inc. Accept 2 Edgewater Technology, Inc. Accept 3 FTI Consulting, Inc. Accept 4 Harris Corporation Accept 5 Huron Consulting Group Inc. Accept 6 Navigant Consulting, Inc. Accept 7 Resources Connection, Inc. Accept 8 1-800-FLOWERS.COM, Inc. Reject Qualitative 9 2U, Inc. Reject Qualitative 10 3D Systems Corporation Reject Qualitative 11 3Pea International, Inc. Reject Qualitative 12 A10 Networks, Inc. Reject Qualitative 13 Aaron's, Inc. Reject Qualitative 14 ABM Industries Incorporated Reject Qualitative 15 Absolute Software Corporation Reject Qualitative 16 Acadian Timber Corp. Reject Qualitative 17 Accelerize Inc. Reject Qualitative 18 Acceleware Ltd. Reject Qualitative 19 ACI Worldwide, Inc. Reject Qualitative 20 Ackroo Inc. Reject Qualitative 21 Acorn Energy, Inc. Reject Qualitative 22 Activision Blizzard, Inc. Reject Qualitative 23 AcuityAds Holdings Inc. Reject Qualitative 24 Acxiom Corporation Reject Qualitative 25 Adobe Systems Incorporated Reject Qualitative 26 ADT Inc. Reject Qualitative 27 Advanced Micro Devices, Inc. Reject Qualitative 28 Advantex Marketing International Inc. Reject Qualitative 29 AECOM Reject Qualitative 30 AEON Global Health Corp. Reject Qualitative 31 AeroCentury Corp. Reject Qualitative 32 Aerohive Networks, Inc. Reject Qualitative 33 AFA Protective Systems, Inc. Reject Qualitative 34 Affinion Group Holdings, Inc. Reject Qualitative 35 Agent Information Software, Inc. Reject Qualitative 36 Agilysys, Inc. Reject Qualitative 37 AgJunction Inc. Reject Qualitative 38 Aimia Inc. Reject Qualitative 39 Air Lease Corporation Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 40 Aircastle Limited Reject Qualitative 41 AirIQ Inc. Reject Qualitative 42 Akamai Technologies, Inc. Reject Qualitative 43 Alarm.com Holdings, Inc. Reject Qualitative 44 ALJ Regional Holdings, Inc. Reject Qualitative 45 Alliance Creative Group, Inc. Reject Qualitative 46 Alliance Data Systems Corporation Reject Qualitative 47 Allscripts Healthcare Solutions, Inc. Reject Qualitative 48 Alphabet Inc. Reject Qualitative 49 Alphinat Inc. Reject Qualitative 50 Altair Engineering Inc. Reject Qualitative 51 Alteryx, Inc. Reject Qualitative 52 Altice USA, Inc. Reject Qualitative 53 Altium Limited Reject Qualitative 54 Altus Group Limited Reject Qualitative 55 Aly Energy Services, Inc. Reject Qualitative 56 Amber Road, Inc. Reject Qualitative 57 Amdocs Limited Reject Qualitative 58 AMERI Holdings, Inc. Reject Qualitative 59 American Electric Technologies, Inc Reject Qualitative 60 American Riviera Bank Reject Qualitative 61 American Shared Hospital Services Reject Qualitative 62 American Software, Inc. Reject Qualitative 63 AMN Healthcare Services, Inc. Reject Qualitative 64 AMREP Corporation Reject Qualitative 65 AmTrust Financial Services, Inc. Reject Qualitative 66 ANSYS, Inc. Reject Qualitative 67 Apollo Medical Holdings, Inc. Reject Qualitative 68 AppFolio, Inc. Reject Qualitative 69 Appian Corporation Reject Qualitative 70 Applied DNA Sciences, Inc. Reject Qualitative 71 Applied Industrial Technologies, Inc. Reject Qualitative 72 Apptio, Inc. Reject Qualitative 73 Aquantia Corp. Reject Qualitative 74 ARC Document Solutions, Inc. Reject Qualitative 75 Array Networks, Inc. Reject Qualitative 76 Ascent Capital Group, Inc. Reject Qualitative 77 ASGN Incorporated Reject Qualitative 78 Aspen Technology, Inc. Reject Qualitative 79 Astea International Inc. Reject Qualitative 80 Asure Software, Inc. Reject Qualitative 81 athenahealth, Inc. Reject Qualitative 82 Autodesk, Inc. Reject Qualitative 83 Automatic Data Processing, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 84 AutoWeb, Inc. Reject Qualitative 85 Avalara, Inc. Reject Qualitative 86 Avante Logixx Inc. Reject Qualitative 87 Avaya Holdings Corp. Reject Qualitative 88 Avinger, Inc. Reject Qualitative 89 Avnet, Inc. Reject Qualitative 90 Aware, Inc. Reject Qualitative 91 Axway Software SA Reject Qualitative 92 B. Riley Financial, Inc. Reject Qualitative 93 Bandwidth Inc. Reject Qualitative 94 Barrett Business Services, Inc. Reject Qualitative 95 Benefitfocus, Inc. Reject Qualitative 96 BG Staffing, Inc. Reject Qualitative 97 BGC Partners, Inc. Reject Qualitative 98 Billing Services Group Limited Reject Qualitative 99 BIO-key International, Inc. Reject Qualitative 100 BIOREM Inc. Reject Qualitative 101 Black Box Corporation Reject Qualitative 102 Black Diamond Group Limited Reject Qualitative 103 Black Knight, Inc. Reject Qualitative 104 Blackbaud, Inc. Reject Qualitative 105 BlackBerry Limited Reject Qualitative 106 BlackLine, Inc. Reject Qualitative 107 Blancco Technology Group plc Reject Qualitative 108 Blucora, Inc. Reject Qualitative 109 Blue Line Protection Group, Inc. Reject Qualitative 110 Bluedrop Performance Learning Inc. Reject Qualitative 111 BlueRush Inc. Reject Qualitative 112 BluMetric Environmental Inc. Reject Qualitative 113 Boingo Wireless, Inc. Reject Qualitative 114 Boku, Inc. Reject Qualitative 115 Booking Holdings Inc. Reject Qualitative 116 Booz Allen Hamilton Holding Corporation Reject Qualitative 117 Bottomline Technologies Reject Qualitative 118 Box, Inc. Reject Qualitative 119 Breaking Data Corp. Reject Qualitative 120 Bri-Chem Corp. Reject Qualitative 121 Bridgeline Digital, Inc. Reject Qualitative 122 Brightcove Inc. Reject Qualitative 123 Broadridge Financial Solutions, Inc. Reject Qualitative 124 BroadVision, Inc. Reject Qualitative 125 BSM Technologies Inc. Reject Qualitative 126 BSQUARE Corporation Reject Qualitative 127 BuildingIQ, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 128 Bulova Technologies Group, Inc. Reject Qualitative 129 Butler National Corporation Reject Qualitative 130 BWX Technologies, Inc. Reject Qualitative 131 CA, Inc. Reject Qualitative 132 CACI International Inc Reject Qualitative 133 Cadence Design Systems, Inc. Reject Qualitative 134 CafePress Inc. Reject Qualitative 135 CAI International, Inc. Reject Qualitative 136 Calian Group Ltd. Reject Qualitative 137 Cambium Learning Group, Inc. Reject Qualitative 138 Carbon Black, Inc. Reject Qualitative 139 Carbonite, Inc. Reject Qualitative 140 CardioComm Solutions, Inc. Reject Qualitative 141 Cardlytics, Inc. Reject Qualitative 142 Cardtronics plc Reject Qualitative 143 Care.com, Inc. Reject Qualitative 144 CareView Communications, Inc. Reject Qualitative 145 CarGurus, Inc. Reject Qualitative 146 Cars.com Inc. Reject Qualitative 147 Cass Information Systems, Inc. Reject Qualitative 148 Castlight Health, Inc. Reject Qualitative 149 CB Financial Services, Inc. Reject Qualitative 150 CBIZ, Inc. Reject Qualitative 151 CCL Industries Inc. Reject Qualitative 152 CCUR Holdings, Inc. Reject Qualitative 153 CDK Global, Inc. Reject Qualitative 154 Centric Health Corporation Reject Qualitative 155 Century Next Financial Corporation Reject Qualitative 156 Cerner Corporation Reject Qualitative 157 Certive Solutions Inc. Reject Qualitative 158 CGI Group Inc. Reject Qualitative 159 ChannelAdvisor Corporation Reject Qualitative 160 Chegg, Inc. Reject Qualitative 161 Chesswood Group Limited Reject Qualitative 162 China Education Resources Inc. Reject Qualitative 163 Cicero Inc. Reject Qualitative 164 Cinedigm Corp. Reject Qualitative 165 Cision Ltd. Reject Qualitative 166 Citrix Systems, Inc. Reject Qualitative 167 Clarocity Corporation Reject Qualitative 168 ClearStar, Inc. Reject Qualitative 169 ClearStream Energy Services Inc. Reject Qualitative 170 CNB Financial Services, Inc. Reject Qualitative 171 Cognizant Technology Solutions Corporation Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 172 Collectors Universe Inc. Reject Qualitative 173 Comcast Corporation Reject Qualitative 174 Command Center, Inc. Reject Qualitative 175 Command Security Corporation Reject Qualitative 176 Commvault Systems, Inc. Reject Qualitative 177 Computer Modelling Group Ltd. Reject Qualitative 178 Computer Programs and Systems, Inc. Reject Qualitative 179 Computer Services, Inc. Reject Qualitative 180 Computer Task Group, Incorporated Reject Qualitative 181 comScore, Inc. Reject Qualitative 182 Conduent Incorporated Reject Qualitative 183 Constellation Software Inc. Reject Qualitative 184 Control4 Corporation Reject Qualitative 185 ConvergeOne Holdings, Inc. Reject Qualitative 186 Convergys Corporation Reject Qualitative 187 CoreLogic, Inc. Reject Qualitative 188 Corero Network Security plc Reject Qualitative 189 Cornerstone OnDemand, Inc. Reject Qualitative 190 Cortex Business Solutions Inc. Reject Qualitative 191 CorVel Corporation Reject Qualitative 192 CoStar Group, Inc. Reject Qualitative 193 Coty Inc. Reject Qualitative 194 CounterPath Corporation Reject Qualitative 195 Coupa Software Incorporated Reject Qualitative 196 Credible Labs Inc. Reject Qualitative 197 CreditRiskMonitor.com, Inc. Reject Qualitative 198 Crexendo, Inc. Reject Qualitative 199 Critical Control Energy Services Corp. Reject Qualitative 200 Cross Country Healthcare, Inc. Reject Qualitative 201 CSG Systems International, Inc. Reject Qualitative 202 CSP Inc. Reject Qualitative 203 CVD Equipment Corporation Reject Qualitative 204 Cynergistek, Inc. Reject Qualitative 205 Daily Journal Corporation Reject Qualitative 206 Data Deposit Box Inc. Reject Qualitative 207 Data Storage Corporation Reject Qualitative 208 DATATRAK International, Inc. Reject Qualitative 209 Datawatch Corporation Reject Qualitative 210 DataWind Inc. Reject Qualitative 211 Dealnet Capital Corp. Reject Qualitative 212 Deep Down, Inc. Reject Qualitative 213 Deere & Company Reject Qualitative 214 Destiny Media Technologies Inc. Reject Qualitative 215 Determine, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 216 Dex Media Holdings, Inc. Reject Qualitative 217 DHI Group, Inc. Reject Qualitative 218 Digimarc Corporation Reject Qualitative 219 Digital Turbine, Inc. Reject Qualitative 220 Discover Financial Services Reject Qualitative 221 Divestco Inc. Reject Qualitative 222 DLH Holdings Corp. Reject Qualitative 223 DMD Digital Health Connections Group Inc. Reject Qualitative 224 Document Security Systems, Inc. Reject Qualitative 225 Dolphin Entertainment, Inc. Reject Qualitative 226 Donnelley Financial Solutions, Inc. Reject Qualitative 227 Dougherty's Pharmacy, Inc. Reject Qualitative 228 Dropbox, Inc. Reject Qualitative 229 Duo World, Inc. Reject Qualitative 230 DXC Technology Company Reject Qualitative 231 DynTek, Inc. Reject Qualitative 232 eBay Inc. Reject Qualitative 233 Ebix, Inc. Reject Qualitative 234 Ecology & Environment, Inc. Reject Qualitative 235 Eco-Stim Energy Solutions, Inc. Reject Qualitative 236 eGain Corporation Reject Qualitative 237 Electronic Arts Inc. Reject Qualitative 238 Elevate Credit, Inc. Reject Qualitative 239 Ellie Mae, Inc. Reject Qualitative 240 Emerald Expositions Events, Inc. Reject Qualitative 241 Endurance International Group Holdings, Inc. Reject Qualitative 242 EnerCare Inc. Reject Qualitative 243 Engagement Labs Inc. Reject Qualitative 244 Enghouse Systems Limited Reject Qualitative 245 Engility Holdings, Inc. Reject Qualitative 246 Enova International, Inc. Reject Qualitative 247 Entravision Communications Corporation Reject Qualitative 248 Envestnet, Inc. Reject Qualitative 249 EPAM Systems, Inc. Reject Qualitative 250 ePlus inc. Reject Qualitative 251 EQ Inc. Reject Qualitative 252 Equifax Inc. Reject Qualitative 253 Espial Group Inc. Reject Qualitative 254 Etsy, Inc. Reject Qualitative 255 Everbridge, Inc. Reject Qualitative 256 Everi Holdings Inc. Reject Qualitative 257 EVERTEC, Inc. Reject Qualitative 258 EVO Payments, Inc. Reject Qualitative 259 Evolent Health, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 260 Evolving Systems, Inc. Reject Qualitative 261 Evoqua Water Technologies Corp. Reject Qualitative 262 Exantas Capital Corp. Reject Qualitative 263 Exelon Corporation Reject Qualitative 264 ExlService Holdings, Inc. Reject Qualitative 265 Exponent, Inc. Reject Qualitative 266 Exterran Corporation Reject Qualitative 267 F5 Networks, Inc. Reject Qualitative 268 Facebook, Inc. Reject Qualitative 269 FactSet Research Systems Inc. Reject Qualitative 270 Fair Isaac Corporation Reject Qualitative 271 Fairfax Financial Holdings Limited Reject Qualitative 272 FalconStor Software, Inc. Reject Qualitative 273 Fidelity National Information Services, Inc. Reject Qualitative 274 Fiesta Restaurant Group, Inc. Reject Qualitative 275 Finjan Holdings, Inc. Reject Qualitative 276 FireEye, Inc. Reject Qualitative 277 Fiserv, Inc. Reject Qualitative 278 Five9, Inc. Reject Qualitative 279 FleetCor Technologies, Inc. Reject Qualitative 280 FlexShopper, Inc. Reject Qualitative 281 Fluent, Inc. Reject Qualitative 282 FLYHT Aerospace Solutions Ltd. Reject Qualitative 283 ForeScout Technologies, Inc. Reject Qualitative 284 Fortinet, Inc. Reject Qualitative 285 Fortress Transportation and Infrastructure Investors LLC Reject Qualitative 286 Franklin Covey Co. Reject Qualitative 287 Frankly Inc. Reject Qualitative 288 Frontier Communications Corporation Reject Qualitative 289 Gaia, Inc. Reject Qualitative 290 GDI Integrated Facility Services Inc. Reject Qualitative 291 General Cannabis Corp Reject Qualitative 292 General Electric Company Reject Qualitative 293 General Finance Corporation Reject Qualitative 294 Global Eagle Entertainment Inc. Reject Qualitative 295 Global Payments Inc. Reject Qualitative 296 GlobalSCAPE, Inc. Reject Qualitative 297 Glowpoint, Inc. Reject Qualitative 298 Glu Mobile Inc. Reject Qualitative 299 GoDaddy Inc. Reject Qualitative 300 goeasy Ltd. Reject Qualitative 301 GP Strategies Corporation Reject Qualitative 302 Green Dot Corporation Reject Qualitative 303 GreenSky, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 304 GrubHub Inc. Reject Qualitative 305 GSE Systems, Inc. Reject Qualitative 306 GTT Communications, Inc. Reject Qualitative 307 Guidewire Software, Inc. Reject Qualitative 308 H&E Equipment Services, Inc. Reject Qualitative 309 Harsco Corporation Reject Qualitative 310 Harte Hanks, Inc. Reject Qualitative 311 Healthcare Services Group, Inc. Reject Qualitative 312 HealthEquity, Inc. Reject Qualitative 313 HealthLynked Corp. Reject Qualitative 314 HealthSpace Data Systems Ltd. Reject Qualitative 315 HealthStream, Inc. Reject Qualitative 316 Heidrick & Struggles International, Inc. Reject Qualitative 317 Helios and Matheson Analytics Inc. Reject Qualitative 318 Her Imports Reject Qualitative 319 Herc Holdings Inc. Reject Qualitative 320 Hertz Global Holdings, Inc. Reject Qualitative 321 Hewlett Packard Enterprise Company Reject Qualitative 322 Hill International, Inc. Reject Qualitative 323 HMS Holdings Corp. Reject Qualitative 324 Home Capital Group Inc. Reject Qualitative 325 hopTo Inc. Reject Qualitative 326 Hortonworks, Inc. Reject Qualitative 327 Houlihan Lokey, Inc. Reject Qualitative 328 HP Inc. Reject Qualitative 329 HubSpot, Inc. Reject Qualitative 330 Hudson Global, Inc Reject Qualitative 331 I.D. Systems, Inc. Reject Qualitative 332 IAC/InterActiveCorp Reject Qualitative 333 IBI Group Inc. Reject Qualitative 334 iCAD, Inc. Reject Qualitative 335 ICF International, Inc. Reject Qualitative 336 IDW Media Holdings, Inc. Reject Qualitative 337 IGEN Networks Corp. Reject Qualitative 338 iLOOKABOUT Corp. Reject Qualitative 339 ImageWare Systems, Inc. Reject Qualitative 340 Imex Systems Inc. Reject Qualitative 341 Immersion Corporation Reject Qualitative 342 Imperva, Inc. Reject Qualitative 343 Indivior PLC Reject Qualitative 344 Information Analysis Incorporated Reject Qualitative 345 Information Services Group, Inc. Reject Qualitative 346 InnerWorkings, Inc. Reject Qualitative 347 Innodata Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 348 Inogen, Inc. Reject Qualitative 349 Inovalon Holdings, Inc. Reject Qualitative 350 Inpixon Reject Qualitative 351 Inseego Corp. Reject Qualitative 352 Insight Enterprises, Inc. Reject Qualitative 353 Insignia Systems, Inc. Reject Qualitative 354 Insperity, Inc. Reject Qualitative 355 InsPro Technologies Corporation Reject Qualitative 356 Instructure, Inc. Reject Qualitative 357 Integrity Gaming Corp. Reject Qualitative 358 Intellicheck, Inc. Reject Qualitative 359 Intelligent Systems Corporation Reject Qualitative 360 Intellinetics, Inc. Reject Qualitative 361 InterCloud Systems, Inc. Reject Qualitative 362 Intermap Technologies Corporation Reject Qualitative 363 Internap Corporation Reject Qualitative 364 International Business Machines Corporation Reject Qualitative 365 International Paper Company Reject Qualitative 366 Interpace Diagnostics Group, Inc. Reject Qualitative 367 Intersections Inc. Reject Qualitative 368 Intouch Insight Ltd. Reject Qualitative 369 Intrinsyc Technologies Corporation Reject Qualitative 370 Intrusion Inc. Reject Qualitative 371 Intuit Inc. Reject Qualitative 372 Inuvo, Inc. Reject Qualitative 373 ION Geophysical Corporation Reject Qualitative 374 iPass Inc. Reject Qualitative 375 Iridium Communications Inc. Reject Qualitative 376 iSign Solutions Inc. Reject Qualitative 377 Issuer Direct Corporation Reject Qualitative 378 ITEX Corporation Reject Qualitative 379 ITT Inc. Reject Qualitative 380 IZEA Worldwide, Inc. Reject Qualitative 381 j2 Global, Inc. Reject Qualitative 382 Jack Henry & Associates, Inc. Reject Qualitative 383 Jamba, Inc. Reject Qualitative 384 Jefferies Financial Group Inc. Reject Qualitative 385 JetPay Corporation Reject Qualitative 386 John Bean Technologies Corporation Reject Qualitative 387 Johnson & Johnson Reject Qualitative 388 KAR Auction Services, Inc. Reject Qualitative 389 Kelly Services, Inc. Reject Qualitative 390 Kforce Inc. Reject Qualitative 391 Kinaxis Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 392 Kinsale Capital Group, Inc. Reject Qualitative 393 Korn/Ferry International Reject Qualitative 394 Kratos Defense & Security Solutions, Inc. Reject Qualitative 395 Leaf Group Ltd. Reject Qualitative 396 Leidos Holdings, Inc. Reject Qualitative 397 Liberated Syndication Inc. Reject Qualitative 398 Liberty Broadband Corporation Reject Qualitative 399 Liberty TripAdvisor Holdings, Inc. Reject Qualitative 400 Limelight Networks, Inc. Reject Qualitative 401 Liquidity Services, Inc. Reject Qualitative 402 Live Nation Entertainment, Inc. Reject Qualitative 403 Live Ventures Incorporated Reject Qualitative 404 LivePerson, Inc. Reject Qualitative 405 LiveWorld, Inc. Reject Qualitative 406 LogMeIn, Inc. Reject Qualitative 407 Louisiana-Pacific Corporation Reject Qualitative 408 LSC Communications, Inc. Reject Qualitative 409 Madison County Financial, Inc. Reject Qualitative 410 Magellan Health, Inc. Reject Qualitative 411 Majesco Reject Qualitative 412 MAM Software Group, Inc. Reject Qualitative 413 Manhattan Associates, Inc. Reject Qualitative 414 ManpowerGroup Inc. Reject Qualitative 415 ManTech International Corporation Reject Qualitative 416 Marchex, Inc. Reject Qualitative 417 Marin Software Incorporated Reject Qualitative 418 Marlin Business Services Corp. Reject Qualitative 419 Mastech Digital, Inc. Reject Qualitative 420 Mastercard Incorporated Reject Qualitative 421 Maxar Technologies Ltd. Reject Qualitative 422 MAXIMUS, Inc. Reject Qualitative 423 McGrath RentCorp Reject Qualitative 424 MDC Partners Inc. Reject Qualitative 425 Mediagrif Interactive Technologies Inc. Reject Qualitative 426 Medical Facilities Corporation Reject Qualitative 427 Medical Marijuana, Inc. Reject Qualitative 428 Medical Transcription Billing, Corp. Reject Qualitative 429 Medidata Solutions, Inc. Reject Qualitative 430 Memex Inc. Reject Qualitative 431 Microsoft Corporation Reject Qualitative 432 MicroStrategy Incorporated Reject Qualitative 433 Midwest Holding Inc. Reject Qualitative 434 MINDBODY, Inc. Reject Qualitative 435 Mission Ready Solutions Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 436 Mitcham Industries, Inc. Reject Qualitative 437 Mitek Systems, Inc. Reject Qualitative 438 Mobile Mini, Inc. Reject Qualitative 439 MobileIron, Inc. Reject Qualitative 440 MobileSmith, Inc. Reject Qualitative 441 Mobivity Holdings Corp. Reject Qualitative 442 Model N, Inc. Reject Qualitative 443 MoneyOnMobile, Inc. Reject Qualitative 444 Monotype Imaging Holdings Inc. Reject Qualitative 445 Moody's Corporation Reject Qualitative 446 Morneau Shepell Inc. Reject Qualitative 447 Morningstar, Inc. Reject Qualitative 448 MSCI Inc. Reject Qualitative 449 Nasdaq, Inc. Reject Qualitative 450 National CineMedia, Inc. Reject Qualitative 451 National Instruments Corporation Reject Qualitative 452 National Oilwell Varco, Inc. Reject Qualitative 453 Natural Gas Services Group, Inc. Reject Qualitative 454 NatureBank Asset Management Inc. Reject Qualitative 455 NCR Corporation Reject Qualitative 456 Net Element, Inc. Reject Qualitative 457 NetApp, Inc. Reject Qualitative 458 Netlist, Inc. Reject Qualitative 459 NetScout Systems, Inc. Reject Qualitative 460 NetSol Technologies, Inc. Reject Qualitative 461 New Relic, Inc. Reject Qualitative 462 NexJ Systems Inc. Reject Qualitative 463 NIC Inc. Reject Qualitative 464 Noble Iron Inc. Reject Qualitative 465 NTG Clarity Networks Inc. Reject Qualitative 466 Nuance Communications, Inc. Reject Qualitative 467 Nutanix, Inc. Reject Qualitative 468 Okta, Inc. Reject Qualitative 469 Omnicell, Inc. Reject Qualitative 470 Omnicom Group Inc. Reject Qualitative 471 OmniComm Systems, Inc. Reject Qualitative 472 On Deck Capital, Inc. Reject Qualitative 473 ONEnergy Inc. Reject Qualitative 474 ONEOK, Inc. Reject Qualitative 475 OneSpan Inc. Reject Qualitative 476 OneView Group plc Reject Qualitative 477 Open Text Corporation Reject Qualitative 478 OptimizeRx Corporation Reject Qualitative 479 Optiva Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 480 Oracle Corporation Reject Qualitative 481 Orion Group Holdings, Inc. Reject Qualitative 482 Palo Alto Networks, Inc. Reject Qualitative 483 Pandora Media, Inc. Reject Qualitative 484 PAR Technology Corporation Reject Qualitative 485 Pareteum Corporation Reject Qualitative 486 Park City Group, Inc. Reject Qualitative 487 PASSUR Aerospace, Inc. Reject Qualitative 488 Paycom Software, Inc. Reject Qualitative 489 Paylocity Holding Corporation Reject Qualitative 490 PayPal Holdings, Inc. Reject Qualitative 491 PDF Solutions, Inc. Reject Qualitative 492 pdvWireless, Inc. Reject Qualitative 493 PeerStream, Inc. Reject Qualitative 494 Pegasystems Inc. Reject Qualitative 495 PennyMac Financial Services, Inc. Reject Qualitative 496 People Corporation Reject Qualitative 497 People's Utah Bancorp Reject Qualitative 498 Perceptron, Inc. Reject Qualitative 499 Perficient, Inc. Reject Qualitative 500 Performant Financial Corporation Reject Qualitative 501 Perspecta Inc. Reject Qualitative 502 PFSweb, Inc. Reject Qualitative 503 Pharma-Bio Serv, Inc. Reject Qualitative 504 Pinnacle Bank Reject Qualitative 505 Pivot Technology Solutions, Inc. Reject Qualitative 506 Points International Ltd. Reject Qualitative 507 Posera Ltd. Reject Qualitative 508 PRA Group, Inc. Reject Qualitative 509 Precipio, Inc. Reject Qualitative 510 Premier, Inc. Reject Qualitative 511 Presidio, Inc. Reject Qualitative 512 Priority Technology Holdings, Inc. Reject Qualitative 513 Professional Diversity Network, Inc. Reject Qualitative 514 Progress Software Corporation Reject Qualitative 515 ProMetic Life Sciences Inc. Reject Qualitative 516 ProntoForms Corporation Reject Qualitative 517 Proofpoint, Inc. Reject Qualitative 518 Propel Media, Inc. Reject Qualitative 519 PROS Holdings, Inc. Reject Qualitative 520 PTC Inc. Reject Qualitative 521 Q2 Holdings, Inc. Reject Qualitative 522 QAD Inc. Reject Qualitative 523 Quality Systems, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 524 Qualys, Inc. Reject Qualitative 525 Quest Solution, Inc. Reject Qualitative 526 QuinStreet, Inc. Reject Qualitative 527 Qumu Corporation Reject Qualitative 528 Quorum Health Corporation Reject Qualitative 529 Quorum Information Technologies Inc. Reject Qualitative 530 QuoteMedia, Inc. Reject Qualitative 531 Quotient Technology Inc. Reject Qualitative 532 R1 RCM Inc. Reject Qualitative 533 Radisys Corporation Reject Qualitative 534 Rapid7, Inc. Reject Qualitative 535 Razer Inc. Reject Qualitative 536 RCM Technologies, Inc. Reject Qualitative 537 Real Matters Inc. Reject Qualitative 538 RealNetworks, Inc. Reject Qualitative 539 RealPage, Inc. Reject Qualitative 540 Red Hat, Inc. Reject Qualitative 541 Red Violet, Inc. Reject Qualitative 542 Regional Management Corp. Reject Qualitative 543 Reis, Inc. Reject Qualitative 544 Remark Holdings, Inc. Reject Qualitative 545 Rennova Health, Inc. Reject Qualitative 546 RenoWorks Software Inc. Reject Qualitative 547 Rent-A-Center, Inc. Reject Qualitative 548 Research Solutions, Inc. Reject Qualitative 549 RewardStream Solutions Inc. Reject Qualitative 550 RhythmOne plc Reject Qualitative 551 Ribbon Communications Inc. Reject Qualitative 552 Rimini Street, Inc. Reject Qualitative 553 RingCentral, Inc. Reject Qualitative 554 Ritchie Bros. Auctioneers Incorporated Reject Qualitative 555 Robert Half International Inc. Reject Qualitative 556 Rocky Mountain Dealerships Inc. Reject Qualitative 557 Rollins, Inc. Reject Qualitative 558 Rosetta Stone Inc. Reject Qualitative 559 Route1 Inc. Reject Qualitative 560 RSI International Systems Inc. Reject Qualitative 561 Rubicon Technology, Inc. Reject Qualitative 562 S&P Global Inc. Reject Qualitative 563 Sabre Corporation Reject Qualitative 564 SailPoint Technologies Holdings, Inc. Reject Qualitative 565 salesforce.com, inc. Reject Qualitative 566 Salon Media Group, Inc. Reject Qualitative 567 Sandstorm Gold Ltd. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 568 Sangoma Technologies Corporation Reject Qualitative 569 SBT Bancorp, Inc. Reject Qualitative 570 Schneider National, Inc. Reject Qualitative 571 Science Applications International Corporation Reject Qualitative 572 SeaChange International, Inc. Reject Qualitative 573 SendGrid, Inc. Reject Qualitative 574 Sequential Brands Group, Inc. Reject Qualitative 575 ServiceMaster Global Holdings, Inc. Reject Qualitative 576 ServiceNow, Inc. Reject Qualitative 577 ServiceSource International, Inc. Reject Qualitative 578 SharpSpring, Inc. Reject Qualitative 579 Shopify Inc. Reject Qualitative 580 ShotSpotter, Inc. Reject Qualitative 581 Shutterfly, Inc. Reject Qualitative 582 Shutterstock, Inc. Reject Qualitative 583 Sienna Senior Living Inc. Reject Qualitative 584 SilverSun Technologies, Inc. Reject Qualitative 585 Simulations Plus, Inc. Reject Qualitative 586 SITO Mobile, Ltd. Reject Qualitative 587 Skkynet Cloud Systems, Inc. Reject Qualitative 588 SLM Corporation Reject Qualitative 589 Smart Employee Benefits Inc. Reject Qualitative 590 SMG Industries Inc. Reject Qualitative 591 Smith Micro Software, Inc. Reject Qualitative 592 Snap Inc. Reject Qualitative 593 Snipp Interactive Inc. Reject Qualitative 594 Social Reality, Inc. Reject Qualitative 595 Solaris Oilfield Infrastructure, Inc. Reject Qualitative 596 Solium Capital Inc. Reject Qualitative 597 Sonic Foundry, Inc. Reject Qualitative 598 Sonoco Products Company Reject Qualitative 599 Sonos, Inc. Reject Qualitative 600 Sotheby's Reject Qualitative 601 SPAR Group, Inc. Reject Qualitative 602 Spectra Systems Corporation Reject Qualitative 603 Sphere 3D Corp. Reject Qualitative 604 Spindletop Oil & Gas Co. Reject Qualitative 605 Spine Injury Solutions, Inc. Reject Qualitative 606 Splunk Inc. Reject Qualitative 607 SPS Commerce, Inc. Reject Qualitative 608 Square, Inc. Reject Qualitative 609 SS&C Technologies Holdings, Inc. Reject Qualitative 610 Staffing 360 Solutions, Inc. Reject Qualitative 611 Stamps.com Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 612 Stantec Inc. Reject Qualitative 613 StarTek, Inc. Reject Qualitative 614 Steel Connect, Inc. Reject Qualitative 615 Stericycle, Inc. Reject Qualitative 616 Strad Energy Services Ltd. Reject Qualitative 617 Streamline Health Solutions, Inc. Reject Qualitative 618 Superior Energy Services, Inc. Reject Qualitative 619 Support.com, Inc. Reject Qualitative 620 Switch, Inc. Reject Qualitative 621 SWK Holdings Corporation Reject Qualitative 622 Sykes Enterprises, Incorporated Reject Qualitative 623 Sylogist Ltd. Reject Qualitative 624 Symantec Corporation Reject Qualitative 625 Symbility Solutions Inc. Reject Qualitative 626 Synacor, Inc. Reject Qualitative 627 Synchronoss Technologies, Inc. Reject Qualitative 628 SYNNEX Corporation Reject Qualitative 629 Synopsys, Inc. Reject Qualitative 630 Syntel, Inc. Reject Qualitative 631 Table Trac, Inc. Reject Qualitative 632 Tableau Software, Inc. Reject Qualitative 633 Tabula Rasa HealthCare, Inc. Reject Qualitative 634 Take-Two Interactive Software, Inc. Reject Qualitative 635 Talos Energy Inc. Reject Qualitative 636 Tangelo Games Corp. Reject Qualitative 637 Tapinator, Inc. Reject Qualitative 638 Team, Inc. Reject Qualitative 639 TechTarget, Inc. Reject Qualitative 640 Tecsys Inc. Reject Qualitative 641 Teladoc Health, Inc. Reject Qualitative 642 Telaria, Inc. Reject Qualitative 643 Telenav, Inc. Reject Qualitative 644 Teradata Corporation Reject Qualitative 645 Tervita Corporation Reject Qualitative 646 Tetra Tech, Inc. Reject Qualitative 647 The Boeing Company Reject Qualitative 648 The Brink's Company Reject Qualitative 649 The Caldwell Partners International Inc. Reject Qualitative 650 The Castle Group, Inc. Reject Qualitative 651 The Descartes Systems Group Inc Reject Qualitative 652 The Dun & Bradstreet Corporation Reject Qualitative 653 The Hackett Group, Inc. Reject Qualitative 654 The Hain Celestial Group, Inc. Reject Qualitative 655 The Interpublic Group of Companies, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 656 The KeyW Holding Corporation Reject Qualitative 657 The Meet Group, Inc. Reject Qualitative 658 The Pulse Network, Inc. Reject Qualitative 659 The RMR Group Inc. Reject Qualitative 660 The Rubicon Project, Inc. Reject Qualitative 661 The Trade Desk, Inc. Reject Qualitative 662 The Ultimate Software Group, Inc. Reject Qualitative 663 theScore, Inc. Reject Qualitative 664 TheStreet, Inc. Reject Qualitative 665 TiVo Corporation Reject Qualitative 666 TOMI Environmental Solutions, Inc. Reject Qualitative 667 Total Energy Services Inc. Reject Qualitative 668 Total System Services, Inc. Reject Qualitative 669 Track Group, Inc. Reject Qualitative 670 TrackX Holdings Inc. Reject Qualitative 671 Trakopolis IoT Corp. Reject Qualitative 672 TransUnion Reject Qualitative 673 Travelzoo Reject Qualitative 674 Trilogy International Partners Inc. Reject Qualitative 675 TriNet Group, Inc. Reject Qualitative 676 TripAdvisor, Inc. Reject Qualitative 677 TrueBlue, Inc. Reject Qualitative 678 TrueCar, Inc. Reject Qualitative 679 Trxade Group, Inc. Reject Qualitative 680 TSR, Inc. Reject Qualitative 681 TSS, Inc. Reject Qualitative 682 TTEC Holdings, Inc. Reject Qualitative 683 Tucows Inc. Reject Qualitative 684 Twilio Inc. Reject Qualitative 685 Twitter, Inc. Reject Qualitative 686 Two Rivers Financial Group, Inc. Reject Qualitative 687 Tyler Technologies, Inc. Reject Qualitative 688 Ubiquiti Networks, Inc. Reject Qualitative 689 Uniserve Communications Corporation Reject Qualitative 690 Unisys Corporation Reject Qualitative 691 United Parcel Service, Inc. Reject Qualitative 692 United Rentals, Inc. Reject Qualitative 693 UpSnap, Inc. Reject Qualitative 694 UrtheCast Corp. Reject Qualitative 695 US Metro Bank Reject Qualitative 696 USA Technologies, Inc. Reject Qualitative 697 usell.com, Inc. Reject Qualitative 698 Varonis Systems, Inc. Reject Qualitative 699 Vectrus, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 700 Veeva Systems Inc. Reject Qualitative 701 Verint Systems Inc. Reject Qualitative 702 VeriSign, Inc. Reject Qualitative 703 Verisk Analytics, Inc. Reject Qualitative 704 Veritone, Inc. Reject Qualitative 705 Vertical Computer Systems, Inc. Reject Qualitative 706 Viad Corp Reject Qualitative 707 Vigil Health Solutions Inc. Reject Qualitative 708 VIQ Solutions Inc. Reject Qualitative 709 VirnetX Holding Corp Reject Qualitative 710 VirTra, Inc. Reject Qualitative 711 Virtusa Corporation Reject Qualitative 712 Visa Inc. Reject Qualitative 713 Vobile Group Limited Reject Qualitative 714 Volt Information Sciences, Inc. Reject Qualitative 715 Walker & Dunlop, Inc. Reject Qualitative 716 Web.com Group, Inc. Reject Qualitative 717 Wesco Aircraft Holdings, Inc. Reject Qualitative 718 WesternOne Inc. Reject Qualitative 719 WEX Inc. Reject Qualitative 720 Where Food Comes From, Inc. Reject Qualitative 721 WidePoint Corporation Reject Qualitative 722 Wilhelmina International, Inc. Reject Qualitative 723 Willis Lease Finance Corporation Reject Qualitative 724 Winmark Corporation Reject Qualitative 725 Wistron Information Technology & Services Corporation Reject Qualitative 726 Wizard World, Inc. Reject Qualitative 727 Woodlands Financial Services Company Reject Qualitative 728 Workday, Inc. Reject Qualitative 729 Workiva Inc. Reject Qualitative 730 Worldpay, Inc. Reject Qualitative 731 WSP Global Inc. Reject Qualitative 732 Xebec Adsorption Inc. Reject Qualitative 733 XO Group Inc. Reject Qualitative 734 Yelp Inc. Reject Qualitative 735 Yew Bio-Pharm Group, Inc. Reject Qualitative 736 Yext, Inc. Reject Qualitative 737 Zedcor Energy Inc. Reject Qualitative 738 Zedge, Inc. Reject Qualitative 739 Zendesk, Inc. Reject Qualitative 740 Zillow Group, Inc. Reject Qualitative 741 Zix Corporation Reject Qualitative 742 ZoomerMedia Limited Reject Qualitative 743 Zscaler, Inc. Reject Qualitative

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Accept / # Company Name Reject Accept / Reject Reason 744 Zynga Inc. Reject Qualitative

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Appendix D: Construction of Executive Management Fees to Zurixx US

Executive Management Fees Charge Notes FY2017 FY2017 Operating Costs:

Payroll & Related Benefits $ 1,216,524 Total Operating Costs: (a) $ 1,216,524 Exectuive Management Markup: (b) 10.0% Markup Amount (c)=(a)*(b) $ 121,652 FY 2017 Charge with Markup: (d)=(a)+(c) $ 1,338,176 FY 2017 Monthly Charge with Markup: (e)=(d)/12 $ 111,515

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Appendix E: Construction of Registration Fees to Zurixx US

Zurixx, LLC. Registration Fees Calculation

Assumptions: LQ Cust. Acquisition Rate/Head: $ 22.10 (a) Median Cust. Acquisition Rate/Head: $ 50.60 (b) UQ Cust. Acquisition Rate/Head: $ 86.45 (c)

Data Schedule Notes 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017 Preview Event Registrants RE Registrants 41,491 28,596 25,776 37,506 33,855 30,527 44,780 35,568 34,977 30,737 23,386 19,063 386,262 DJ Registrants 21,990 29,662 38,362 29,548 40,749 35,257 48,452 39,921 52,377 54,679 22,846 38,203 452,046 Total Registrants (d) 63,481 58,258 64,138 67,054 74,604 65,784 93,232 75,489 87,354 85,416 46,232 57,266 838,308

Fee Schedule Notes 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017

Lower Quartile Registration Fees (a)*(d) 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 16,835,161 Median Registration Fees (b)*(d) 3,211,821 2,947,564 3,245,062 3,392,597 3,774,589 3,328,341 4,717,073 3,819,366 4,419,676 4,321,623 2,339,108 2,897,373 42,414,193 Upper Quartile Registration Fees (c)*(d) 5,487,774 5,036,258 5,544,570 5,796,651 6,449,329 5,686,862 8,059,673 6,525,835 7,551,535 7,384,000 3,996,641 4,950,503 72,469,631

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Appendix F: Construction of Legal Fees to Zurixx US

Zurixx, LLC. Legal Fees Calculation

Assumptions: Average Legal Attorney Hourly Rate: $ 357.50 (a) Legal Hours per Series/Brand: 5 (b)

Data Schedule Notes 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017 Series Counts (1) RE Count 18 19 16 17 15 15 20 18 21 14 13 17 203 DJ Count 2 5 5 6 6 6 10 8 10 9 6 5 78 Total Series (c) 20 24 21 23 21 21 30 26 31 23 19 22 281

Fee Schedule Notes 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017

Total Series Hours (d)=(b)*(c) 100 120 105 115 105 105 150 130 155 115 95 110 1,405 Total Legal Fees (a)*(d) $ 35,750 $ 42,900 $ 37,538 $ 41,113 $ 37,538 $ 37,538 $ 53,625 $ 46,475 $ 55,413 $ 41,113 $ 33,963 $ 39,325 $ 502,288

Notes (1) A series consists of multiple events held during a given week at particular geographic locations

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Appendix G: Construction of Workshop Recruitment Fees to Zurixx US

Recruitment Fee Calculation (1) Notes FY2017

Average Headhunter Salary (Annual) (a) $ 250,000 Annual Recruitment Speakers Employed (b) 20 Total Headhunter Annual Cost (c)=(a)*(b) $ 5,000,000 Headhunter Rate (d) 25.1% Total Annual Recruitment Fee (e)=(c)*(d) $ 1,255,000 Total Monthly Recruitment Fee (f)=(e)/12 $ 104,583

Notes (1) Avg. Headhunter Salary and Speakers Employed estimates provided by Zurixx Management

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Appendix H: Construction of Celebrity Management Fees to Zurixx US

Zurixx, LLC. Celebrity Management Fees Calculation

Assumptions: Celebrity Commission Rates (FE Rate) (1) 5.0% (a) Celebrity Commission Rates (ME Rate) (1) 5.0% (b) Celebrity Commission Rates (BE Rate) (1) 2.5% (c) Celebrity Management Rate: 10.0% (d) Celebrity Fixed Fee / Event (1) $ 10,000 (e)

Data Schedule Notes 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017 FE - Front End RE Gross Sales (f) 1,212,501 841,268 1,003,500 1,091,670 1,050,810 1,248,294 907,904 1,171,028 1,073,074 1,117,219 1,075,392 733,883 12,526,542 DJ Gross Sales (g) 279,540 601,958 764,926 999,403 994,914 1,028,527 1,508,456 1,200,558 1,224,034 1,112,418 1,049,100 475,596 11,239,430 FE Celebrity Compensation (h)={(f)+(g)}*(a) $ 74,602 $ 72,161 $ 88,421 $ 104,554 $ 102,286 $ 113,841 $ 120,818 $ 118,579 $ 114,855 $ 111,482 $ 106,225 $ 60,474 $ 1,188,299 ME - 2nd Event - Middle End RE Gross Sales (f) 4,023,365 4,007,792 2,244,571 3,092,012 2,915,073 3,557,119 3,880,904 3,791,334 2,584,019 4,134,059 2,592,748 2,945,106 39,768,102 DJ Gross Sales (g) 626,722 985,871 1,351,877 2,848,966 2,634,218 2,610,715 4,158,603 3,388,915 2,529,570 3,556,570 2,930,704 1,616,351 29,239,082 ME Celebrity Compensation (i)={(f)+(g)}*(b) $ 232,504 $ 249,683 $ 179,822 $ 297,049 $ 277,465 $ 308,392 $ 401,975 $ 359,012 $ 255,679 $ 384,531 $ 276,173 $ 228,073 $ 3,450,359 BE - Backend - Telesales RE Gross Sales (f) 1,260,087 1,704,942 1,684,214 1,677,909 1,913,959 1,292,695 1,299,200 1,525,613 1,263,100 1,097,028 1,669,128 1,755,406 18,143,280 DJ Gross Sales (g) 44,327 133,384 444,947 309,997 549,101 796,568 724,416 721,374 756,826 757,332 745,125 625,267 $ 6,608,664 BE Celebrity Compensation (j)={(f)+(g)}*(c) $ 32,610 $ 45,958 $ 53,229 $ 49,698 $ 61,577 $ 52,232 $ 50,590 $ 56,175 $ 50,498 $ 46,359 $ 60,356 $ 59,517 $ 618,799

Series Counts (2) RE Count 18 19 16 17 15 15 20 18 21 14 13 17 203 DJ Count 2 5 5 6 6 6 10 8 10 9 6 5 78 Total Series (k) 20 24 21 23 21 21 30 26 31 23 19 22 281

Fee Schedule Notes 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017 Total FE, ME & BE Compensation (l)=(h)+(i)+(j) $ 339,717 367,803 321,473 451,300 441,327 474,464 573,384 533,766 421,033 542,372 442,754 348,064 $ 5,257,456 Total Celebrity Series Compensation (m)=(k)*(e) $ 200,000 240,000 210,000 230,000 210,000 210,000 300,000 260,000 310,000 230,000 190,000 220,000 $ 2,810,000 Total Celebrity Compensation (n)=(l)+(m) $ 539,717 $ 607,803 $ 531,473 $ 681,300 $ 651,327 $ 684,464 $ 873,384 $ 793,766 $ 731,033 $ 772,372 $ 632,754 $ 568,064 $ 8,067,456 Total Celebrity Management Fee (o)=(n)*(d) $ 53,972 $ 60,780 $ 53,147 $ 68,130 $ 65,133 $ 68,446 $ 87,338 $ 79,377 $ 73,103 $ 77,237 $ 63,275 $ 56,806 $ 806,746

Notes (1) Celebrity commission rates and fixed fees provided by Zurixx management based on internal agreements with celebrities (2) A series consists of multiple events held during a given week at particular geographic locations. A celebrity will typically visit once per series.

Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-1 Filed 12/13/19 Page 85 of 85

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Appendix I: Construction of Total Fees to Zurixx US

Zurixx, LLC. Total Fees Calculation

Fee Schedule 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017

Total Gross Sales $ 7,664,542 $ 8,790,507 $ 7,846,035 $ 10,616,203 $ 10,244,622 $ 11,304,791 $ 12,709,483 $ 11,917,822 $ 9,819,812 $ 11,836,625 $ 10,562,373 $ 8,331,609 $ 121,644,423 Total Net Sales $ 5,403,619 $ 6,404,068 $ 5,592,774 $ 7,610,516 $ 6,948,553 $ 7,502,447 $ 8,072,335 $ 7,905,564 $ 6,361,745 $ 7,451,010 $ 7,099,838 $ 6,000,600 $ 82,353,070

Lower Quartile Registration Fees 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 1,402,930 16,835,161 Median Registration Fees 3,211,821 2,947,564 3,245,062 3,392,597 3,774,589 3,328,341 4,717,073 3,819,366 4,419,676 4,321,623 2,339,108 2,897,373 42,414,193 Upper Quartile Registration Fees 5,487,774 5,036,258 5,544,570 5,796,651 6,449,329 5,686,862 8,059,673 6,525,835 7,551,535 7,384,000 3,996,641 4,950,503 72,469,631 Total Legal Fees 35,750 42,900 37,538 41,113 37,538 37,538 53,625 46,475 55,413 41,113 33,963 39,325 502,288 Headhunter Recruitment Fee 104,583 104,583 104,583 104,583 104,583 104,583 104,583 104,583 104,583 104,583 104,583 104,583 1,255,000 Total Celebrity Management Fee 53,972 60,780 53,147 68,130 65,133 68,446 87,338 79,377 73,103 77,237 63,275 56,806 806,746 Executive Management Fee 111,515 111,515 111,515 111,515 111,515 111,515 111,515 111,515 111,515 111,515 111,515 111,515 1,338,176

LQ Total Fees $ 1,708,750 $ 1,722,708 $ 1,709,713 $ 1,728,271 $ 1,721,698 $ 1,725,012 $ 1,759,991 $ 1,744,880 $ 1,747,544 $ 1,737,378 $ 1,716,266 $ 1,715,159 $ 20,737,370 Median Total Fees $ 3,517,641 $ 3,267,342 $ 3,551,845 $ 3,717,938 $ 4,093,358 $ 3,650,423 $ 5,074,134 $ 4,161,316 $ 4,764,289 $ 4,656,070 $ 2,652,444 $ 3,209,603 $ 46,316,402 UQ Total Fees $ 5,793,593 $ 5,356,037 $ 5,851,353 $ 6,121,991 $ 6,768,098 $ 6,008,944 $ 8,416,735 $ 6,867,785 $ 7,896,149 $ 7,718,447 $ 4,309,977 $ 5,262,732 $ 76,371,840

Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 1 of 17

EXHIBIT “2” Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 2 of 17

Zurixx LLC Accounting Status Report

“First Day” Accounting Issues

As noted earlier in this report, On Wednesday, October 2, 2019, the Monitor and his professionals visited the offices of Zurixx. The Monitor’s accounting professionals, Gil Miller and John Curtis from the firm of Rocky Mountain Advisory (“RMA”), were present that day and met with various individuals to gain an understanding of the various accounting and financial aspects of the business. This section of the Report will discuss, from an accounting prospective, the “First Day” (October 2-4) issues which were addressed. a. Interview of the Chief Financial Officer. The Monitor and Gil Miller interviewed Matt Magistro (“Magistro”) within one hour of entering the Zurixx facility. Magistro has worked for Zurixx for seven years since its inception. He has a BS in accounting from Utah Valley University. Magistro reports directly to Jim Carlson, CEO of Zurixx (“Carlson”).

Magistro indicated that Zurixx spends approximately $2 million per week in operating cash, which we confirmed. He further indicated that the primary bank accounts used by Zurixx are Bank of America and Chase Bank and that there are numerous merchant accounts (to take in credit card receipts) that “point” to these Zurixx bank accounts. Magistro said that approximately $2 million per week in customer sales come in through the various merchant accounts and that the company is basically breaking even at its current levels of receipt and expense activity, which we also confirmed. Many of the merchant account vendors also maintain significant cash reserve balances to protect them against Zurixx customer chargebacks. A complete listing of Zurixx bank accounts, corporate defendant bank accounts and other and merchant accounts, as well as their estimated current cash and reserve balances, is included as Exhibit A1.1

Magistro further explained that Zurixx maintains operations in Puerto Rico, using the name Dorado Marketing & Management, LLC (“Dorado”), formerly known as Zurixx, LLC (a Puerto Rico entity). Magistro said, and RMA has confirmed, that Dorado uses First Bank as its financial institution in Puerto Rico. He also

1 On October 3, Zurixx was informed that one of their financial institutions, Chase Bank, had frozen the Zurixx accounts. Nearly two-thirds of Zurixx’s cash was frozen (approximately $3 million), which left Zurixx with very low cash reserves to pay continuing operating expenses. The Chase accounts remained frozen for nearly a week until the FTC and Monitor’s staff were able to convince the bank that the Order did not freeze any bank accounts.

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indicated that there are approximately 20-30 employees of Dorado, including Carlson and Cris Cannon (“Cannon”), both who reside in Puerto Rico a majority of the time. According to Magistro, Dorado invoices Zurixx for its services, which primarily includes event management and marketing. A more detailed discussion of the services provided by Dorado is included below in the “Operational Issues” section of this report.

Magistro explained that Squire & Company performs the audit of Zurixx, which is a consolidated audit that includes the operations of both Zurixx and Dorado. Dorado also has an independent audit performed by LLM&D, PSC. Kamdar & Co. prepare the tax returns for Zurixx and U.S. affiliates, while LLM&D prepares the tax returns for Dorado.

Magistro explained that Carlson was the CEO of Zurixx, Cannon was over sales and Jeff Spangler (“Spangler”) over operations. Magistro explained the basic ownership percentages of the owners, which is explained elsewhere in this report in greater detail. An organizational chart of the business was later provided by Zurixx (see Exhibit A2). According to Magistro, the three owners are paid annual salaries of $250,000. The salaries of Carlson and Cannon are paid by Dorado, while the salary of Spangler is paid by Zurixx. Since the appointment of the Monitor, no salary payments have been made to these defendants.

All three owners are paid owner distributions by Dorado. Magistro said that during good years, total distributions were in the $10-15 million range and that during bad years in the $5-7 million range. Since meeting with Magistro, RMA has prepared a summary of owner distributions from 2014-2018. Total distributions range from a low of $6.2 million in 2017 to a high of $31.5 million in 2015 (Exhibit A3).

As discussed in greater detail below in the Personnel section of this report, Magistro said that Zurixx has both W2 employees and contract laborers (together, “Payroll”). Magistro stated that contract laborers make up about 80% of the Payroll. b. Interview of the Controller. John Curtis from RMA met separately with Denise Easter (“Easter”), the financial controller of Zurixx and subsidiaries. Easter provided information about the accounting system, which is maintained in Microsoft Dynamics Great Plains 2015. Easter allowed RMA to see her computer, access and review her files and obtain information contained therein. Easter provided substantial data, files and other financial information from her computer and the Zurixx network. Files obtained from Ms. Easter included financial statement audit files, Payroll reports and files, sales reports, weekly financial packages, deposits reports, commission templates, commission rates Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 4 of 17

and current trial balance information. Zurixx’s controller and CFO have provided anything requested and been willing to assist with generating reports and data exports to assist with RMA’s analysis of Zurixx’s operations and financial transactions. Easter provided information on the Payroll process, which is paid on a weekly basis to Zurixx’s employees and vendors or subcontractors, which are 1099 contractors rather than W2 employees. The Payroll historically has been around $450,000 per week.2 Zurixx has historically had 80 – 90 employees with around 300 subcontractors. Historically, the Puerto Rico office’s Payroll was around $20,000. Easter confirmed that Zurixx’s financial statement audit is conducted by Squire & Company, PC. The audited consolidated financial statements of Zurixx also include Brand Management Holdings, LLC (“Brand Management”), which has the same ownership structure as Zurixx.3 The consolidated financial statements also include the financial statements of Dorado, which was originally organized in 2014 as Zurixx, LLC Puerto Rico.4 As noted, Dorado is audited by LLM&D, PSC, an accounting firm in Puerto Rico.

c. Download of General Ledger. After meeting with the financial controller, John Curtis met with Magistro to review in detail the accounting reports, data and files available from him and to review Zurixx’s operations and processes. In addition to providing various files and data requested, Magistro exported the entire general ledger from August 2012 to September 2019, and provided the data to RMA. Magistro also provided information about the various general ledger accounts, revenue codes and abbreviations and other aspects of the data. This data has allowed RMA to analyze sales and transactions, historical trends and patterns.

d. Additional Financial Information Obtained. Magistro also provided a variety of reports, including weekly financial packages and versions of financial statement providing greater detail and breakdown of revenue and expenses. He also provided the detail of all Payroll transactions for W2 employees and 1099 contractors going back to 2012, with explanations of the same.

2 That figure has dropped considerably to between $250,000 and $300,000 per week as Zurixx has reduced its workforce in light of working under a new model attempting to comply with the temporary restraining order. 3 Zurixx, LLC and Consolidated Entities, Consolidated Financial Statements, Years Ended December 31, 2018 and 2017, at page 7. 4 Id. Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 5 of 17

Magistro also provided detailed information on RE Cash Source, LLC (“RE Cash”), an entity under Zurixx Financial, LLC, that provided real estate lending to various customers over the years. RE Cash currently has accounts receivable outstanding of approximately $1.4 million and associated liabilities of approximately $750,000 to investors. RE Cash also has a bank account at Chase bank with a balance of approximately $295,000.

e. Electronic Access to Bank Accounts. Magistro provided RMA with electronic access to the bank accounts of Zurixx and corporate defendants. In total, RMA obtained access to 19 accounts in the names of Zurixx, Brand Management, Richardson Law Group, Global Learning Alliance, RE Cash, CJ Seminar Holdings, Carlson Development Group and Zurixx Finanial. These accounts are held at Chase, First Bank of Puerto Rico and Bank of America.

Given the Monitor’s charge regarding monitoring the transactions of the defendants, as described further below, RMA has reviewed and tracked the daily account activity of the above bank accounts to determine trends that may require urgent action to preserve the assets of Zurixx. f. Payroll. In consultations with the Monitor, CFO and Controller, certain procedures were immediately deployed to monitor and approve the Payroll process. Zurixx and Dorado pay weekly Payrolls, which needed to be approved within 24 hours of the Monitor gaining access to the facility. Overall, total weekly Payroll for both Zurixx and Dorado at this time was approximately $500,000. RMA worked with the finance department of Zurixx to prepare a listing of persons receiving Payroll, including each employee’s department and area of involvement. On Thursday, October 3, the Monitor, RMA and members of the Zurixx finance department went through every name on the Payroll schedule to better understand their duties, compensation structure, and whether the person was a W2 employee or contract laborer. The Monitor was also able to confirm that no payroll was being paid to any of the three owners, as expressly prohibited in the Order. Payroll was subsequently approved to be paid by the Monitor. It was determined that future Payroll would be reviewed first by RMA and then the Monitor for final approval. An example Payroll report is included as Exhibit A4. g. Credit Card Spend. It was quickly determined that a significant amount of operational expenditures were being made on credit cards, primarily American Express (“AMEX”) cards. RMA was told by the finance department that Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 6 of 17

approximately $500,000-$850,000 per week in total was charged by approximately 35 different cardholders. The practice by Zurixx was to make multiple payoffs every week of the AMEX account to insure credit limits were not exceeded. At the time of the Monitor’s appointment, the AMEX balance had nearly reached its credit limit and an immediate paydown was necessary to maintain operations. This was in large part to Zurixx’s largest event in San Mateo followed closely by another significant event in Las Vegas. AMEX spend has declined considerably since these events and also as a result of significant reductions in employees, expenses and operational changes.

RMA and the Monitor established a procedure to review charges made on credit cards and then authorize payment. Due to the frozen Chase bank accounts noted above, only a partial paydown during the Day 1 period was possible using funds in the unfrozen Bank of America accounts. While the balance on the AMEX account was over $800,000 when the Monitor was appointed, a paydown of $200,000 was authorized by the Monitor on October 3. The AMEX crisis was averted when Chase unfroze the Zurixx bank accounts later the next week. Since then, RMA has reviewed all credit card charges and the Monitor has approved payment.5

h. Accounts Payable. During the Day 1 period, a process was put in place for the Monitor to review and approve all cash disbursements related to accounts payable (obligations other than payroll and credit cards). At the request of the Monitor and RMA, Zurixx provides a weekly summary of all accounts payable by vendor and management’s recommendation as to who and how much to pay. The Monitor has taken strict precautions to make sure no entity owned or controlled by the owners are paid. An example accounts payable summary schedule is included as Exhibit A5. Not only does it show the payables to be paid that week, but also the approximate bank account book balances after such payments are made.

i. Refunds and Chargebacks. Magistro explained that the typical refund rate was approximately 15% of sales. He further explained that the chargeback rate, or the rate in which a merchant account “charges back” Zurixx for customer disputes, is 1.03%. We requested data from Magistro to determine the accuracy

5 After the initial cash management crisis was over, the Monitor instigated credit card approval procedures that require Zurixx to prepare a weekly budget for credit card charges. If the weekly budget is approved, payment can be made for the budgeted amount or less, once RMA has reviewed the actual charges. Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 7 of 17

of the refund and chargeback rate. Data from August 2016 to September 2019 was provided, showing a refund rate of 16.2% and chargebacks of .6%.

j. Merchant Accounts. On Day 1 it became apparent that several merchant accounts had received the Order and several became concerned as a result. One merchant account stopped sending collected funds to the Zurixx operating accounts. Another merchant account reached out to the Monitor’s office with questions and expressions of concern. As a result, the Zurixx financial department began an internal process to route sales through merchant accounts that were considered less risky. At present, we understand that only one merchant bank is releasing deposits to Zurixx. Should that merchant bank stop releasing funds, Zurixx will likely be unable to continue operating. As discussed below in the “Financial Monitoring” section of this report, daily monitoring of merchant reserve accounts is ongoing.

k. Computer and Server Imaging. During much of Day 1, the FTC computer specialists spent significant time imaging many of the standalone computers at the Zurixx facility and server contents located remotely. An effort was made to image the computers of the finance department first since having those computers non-functional for a significant period of time would have made the day-to-day financial business of Zurixx difficult to manage. Except when their personal computer was being imaged, finance department employees were allowed to continue to use their computers to make sure business operations from an accounting point of view were not interrupted.

Ongoing Financial Monitoring

a. Daily Financial Summary Report. After the initial Day 1 financial interviews were complete and certain procedures put in place, RMA created a Daily Financial Summary Report to aid the Monitor in his efforts (See Exhibit A6). The Daily Financial Summary Report shows, both on a daily and historical basis, the following information:

1. Cash Flow: Total cash deposits and cash disbursements from the various bank accounts being monitored. 2. Refunds: Credit card and check refunds issued. 3. Bank Account Ending Balances: For each monitored entity, the ending bank balances as shown online with the financial institutions. 4. Merchant Reserve Account Balances: The ending daily balance of cash reserves being withheld by the 12 merchant accounts.

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As of October 29, the bank account balances available for use by Zurixx and Dorado total $2,862,217, while the merchant account reserve balances total $4,519,191.

b. Credit Card Usage. Recently, a new monitor policy was established for credit card usage. On a weekly basis the Monitor is to receive a budget for the next week’s credit card usage (See Exhibit A7). RMA and the Monitor then review the budget for reasonableness and compare the budget to the actual requests for credit card funding to determine if spending is in accordance with approved budgeted amounts. Discrepancies, if any, are discussed and resolved. As of the date of this report, Zurixx has provided one credit card budget to the monitor to facilitate one payment on credit cards.

c. Refunds. On a regular basis, the Monitor is asked to approve refunds being requested by Zurixx customers. The Monitor believes the TRO authorizes him to approve reasonable payments to fulfill contractual obligations to third parties. As such, each refund is fact specific and the Monitor has approved and denied refunds depending on the facts of the situation. Since the date of the Order, the refund rate has increased.

d. Changes to Company Operating Procedures. In mid-October, Zurixx management determined that certain cost cutting measures should be employed as a result of potential reductions in company revenue. In addition to negotiating with certain vendors to reduce overhead, management reduced staff headcount at both Zurixx and Dorado. According to management’s summary, W2 employee headcount reductions equate to an approximate weekly cost savings of $47,000, representing a 47% Zurixx payroll cost reduction and 52% Dorado payroll cost reduction. See Exhibit A8 for management’s payroll summary highlighting this downsizing.

In addition to the measures taken above, On October 23 Zurixx informed the Monitor that it had implemented a new compliance and pricing model (See Exhibit A9). Due to the model being only recently enacted, it is difficult to ascertain how these model changes, along with its inherent assumptions, will affect the ongoing operations of Zurixx.

Personnel

As of October 2, there were approximately 100 Zurixx W2 employees and 20 Dorado W2 employees. There are, however, several hundred contract laborers paid by Zurixx over the course of a normal calendar year. The first weekly payroll approved by the Monitor was over $500,000, and included W2 wages paid to Zurixx and Dorado employees as well as contract labor payments. Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 9 of 17

a. W2 Employees. As mentioned above, there were approximately 120 W2 employees of both Zurixx and Dorado as of October 2. With the headcount reductions noted above, that number has dropped to approximately 85. Zurixx employees primarily work at the Zurixx facility in Utah. In addition to telemarketers, there are customer support and company administration personnel. Telemarketers are generally paid on a commission basis (typically 20% of sales), while customer service and administration personnel are generally either paid a salary plus annual bonus or an hourly rate. During 2018, according to Zurixx’s Form W3, $10,303,193 in W2 wages were paid to its 108 employees. There are presently less than ten W2 employees at Dorado. All of these employees are paid on a salary or hourly rate basis. The Dorado employees oversee the event management and marketing. b. 1099 Contract Laborers. A significant part of the Zurixx team includes contract laborers who perform services for Zurixx, primarily related to the sale of their products. In 2018, the Zurixx Form 1096, which reports the total amounts paid to contract labors to the IRS, showed 183 contract laborers were paid $13,472,113. On a recent payroll report, Zurixx reported 1099 wages being paid to approximately 100 entities or individuals. Attached as Exhibit A10 is a summary of employee and contract labor payments from the inception of Zurixx to October 2019, sorted by total amount paid. The report shows $61.6 million paid to employees and $97 million paid to contract laborers during this time period. c. Owners Compensation and Distributions. As noted earlier, each of the three Zurixx owners current compensation level is $250,000 annually. Two of the three owners (Cannon and Carlson) are paid by Dorado while one owner (Spangler) is paid by Zurixx. All three owners receive periodic owner distributions from Dorado. A summary of owner distributions by year is included as Exhibit A3. Since 2014, owner distributions total $78.4 million. Dorado funds these distributions as a result of the invoices for services it provides to Zurixx. A more detailed discussion of the services provided by Dorado is included below in the “Operational Issues” section of this report.

Company Financial Statements and Tax Returns The consolidated financial statements include the accounts of Zurixx, LLC and Dorado Marketing and Management LLC. The consolidated financial statements are audited by Squire, a Utah based accounting firm. In the audit report, Squire notes that it does not conduct the audit of Dorado and relies on its audit conducted by other auditors. Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 10 of 17

Zurixx includes the combined financial statements of Brand Management. Brand Management has the same ownership structure as Zurixx. According to notes in the financial statements, Brand Management was created “to help mitigate and minimize the risk from the different brands Zurixx contracts with to present potential brand image issues affecting other brands.” Dorado is engaged in “expert services associated to advertising and public relations; consulting centralized management services; and educational and training services.” Exhibit A11 summarizes the income statements of Zurixx and Consolidated Entities from 2014 through 2018. Zurixx’s revenue has fluctuated dramatically from $54.2 million to $167.3 million in 2016. Magistro indicated that this fluctuation is largely caused by the fluctuation in the fame and notoriety of the celebrities utilized by Zurixx to promote its programs, most notably Tarek and Christina El Moussa. This is most evident in 2016, when Zurixx’s revenue increased to $167.3 million from $85.3 million the year before. Zurixx’s consolidated net income ranged from a loss of $4.0 million in 2014 to net income of $45.8 million in 2016. Zurixx had positive net income from 2015 through 2018, most of which was reported under Dorado. Zurixx reported positive operating cash flow in every year from 2014 to 2018, ranging from $8.7 million to $35.0 million. This positive cash flow allowed Zurixx to make over $78.4 million in distributions to its owners, all of which was paid out of Dorado after 2014. Dorado distributed $67.2 million and Zurixx distributed $11.3 million. We understand the reason for the transfer of revenue and distributions to Dorado and Puerto Rico was based on favorable tax treatment. Zurixx’s balance sheet as of December 31, 2018, reported a members’ deficit of $12.3 million, based on assets of $20.7 million and liabilities of $33.0 million. The vast majority of Zurixx’s debts were deferred revenue, related to collecting fees from customers with unfulfilled obligations to provide future services. As of December 31, 2018, Zurixx’s deferred revenue was $22.1 million. Reserves for refunds and chargebacks were $6.6 million and loss contingency was $2.3 million. Zurixx’s debts to vendors and financial institutions were very small, relative to its other liabilities. Zurixx’s reported assets with monetizable value were comprised of its cash balance, fixed assets and restricted cash, which are reserves held by merchant banks. As of December 31, 2018, Zurixx reported cash of $4.7 million, restricted cash of $4.3 million and fixed assets, net of depreciation, of $609,000. Since October 2, 2019, cash has dropped from $4.8 million to $2.8 million on October 29, 2019. Merchant reserves have remained relatively steady at around $4.5 million. Zurixx’s cash flow was dropping precipitously in early October but has begun to stabilize as Zurixx has reduced overhead and operating expenses. Exhibit 12A contains the 2018 Zurixx audited financial statements. Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 11 of 17

RMA has seen the tax returns for calendar years 2017 and 2018. Zurixx prepares and files three tax returns, one for Zurixx, LLC, one for Brand Management Holding, LLC, and one for Dorado Marketing & Management LLC. The 2018 tax returns were prepared in August and September of 2019. a. Zurixx, LLC. The 2018 Form 1065 for Zurixx, LLC reports ordinary business income of $1,641,208. This income is passed through to the owners of Zurixx, LLC on Forms K1. For tax purposes, the Zurixx, LLC income is passed through to the following partners: Zurixx Financial, LLC (38.461%) and C J Seminar, LLC (61.539%).

b. Brand Management Holding, LLC. The 2018 Form 1065 for Brand Management Holding, LLC reports ordinary business income of $2,384,415. This income is passed through to the owners of Brand Management Holding LLC on Forms K1. For tax purposes, the Brand Management Holding, LLC income is passed through to the following partners: Zurixx Financial, LLC (38.461%) and C J Seminar, LLC (61.539%).

c. Dorado Marketing and Management LLC. While Dorado is a limited liability company, it is taxed as a C Corp in Puerto Rico. In 2018, Dorado reports net operating income of $13,268,212. This income is taxed at a very low rate (4%) compared to a top U.S. C Corp rate (21%). The 2018 tax payable is $530,728, which appears to have been paid throughout 2018 with estimated payments. It does not appear that any additional 2018 tax is payable at this time. However, there will likely be tax owing for the 2019 calendar year.

Financial Disclosures As required by the Order, Zurixx and its owners have each provided financial disclosures to the FTC and Monitor. This section contains a summary of the financial aspects of those disclosures. a. Jim Carlson. Carlson self-reports $7.4 million in assets and no liabilities (See Exhibit A13). He reports monthly expenses totaling $24,953, primarily made up of storage fees, property taxes, vehicle leases, food, clothing, utilities, insurance, transportation, HOA dues and home maintenance. Carlson’s assets are made up of the following items according to the disclosure: Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 12 of 17

Cash on Hand (including gold) $251,245 Funds Held in Financial Institutions $745,546 Publically Traded Securities $542,659 Non-Public Business and Financial Interests $575,000 Amounts Owed to Carlson $790,769 Deferred Income Arrangements $217,432 Vehicles $205,598 Other Personal Property $262,250 Real Property $3,800,000 Total Assets I $7,390,499 I Carlson’s publicly traded securities are held in a Merrill Lynch account. Carlson’s non-public business and financial interests include a 10% interest in Cache LLC and 5,000 shares in an entity known as Work Hard Play Hard Train Hard, a Delaware corporation. Carlson’s deferred income arrangement is James Carlson IRA. Carson reports that all tax payments are up to date. b. Cris Cannon. Cannon self-reports $5.6 million in assets and $5.4 million in liabilities (See Exhibit A14). Cannon reports monthly expenses totaling just over $71,000, primarily made up of mortgage expense, property taxes, car lease, food, clothing, utilities, medical and insurance, parent’s rent, child support and alimony. Cannon’s assets are made up of the following items according to the disclosure:

Cash on Hand $37,187 Funds Held in Financial Institutions $71,075 Publically Traded Securities $3,679,320 Life Insurance Policies $49,645 Vehicles $396,000 Other Personal Property $196,250 Real Property $1,200,000 Total Assets I $5,629,476 I Cannon’s liabilities are made up of the following items according to the disclosure:

Real Property Loans $5,170,401 Credit Cards $242,054 Property Taxes Payable $7,942 Total Liabilities $5,420,397 Cannon’s publicly traded securities are held in a UBS Financial account. Cannon’s non-public business and financial interests include a 50% interest in CJ Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 13 of 17

Seminar Holdings, a 25% interest in Caballo Grande, and 5000 membership units in an entity known as Work Hard Play Hard Train Hard, a Delaware corporation. Cannon assigns no value to these non-public business and financial assets. Cannon reports a surrender value of a Lincoln National Life insurance policy valued at $49,645.He further reports five vehicles with an estimated value of $396,000 and other personal property totaling $196,350, made up of art work, watches and furniture. Cannon reports two trusts in his disclosure, The Christopher A & Jennifer L. Cannon Family Charitable Trust and The Cannon Nevada Trust. It is not clear why Cannon elects to report one Cannon Nevada Trust asset on his schedule of assets (life insurance surrender value), while not reporting the real property asset in that trust nor the “Sundance property” value of the charitable trust. Although Cannon reports value of $1.2 million in one real property asset, he indicates three separate property mortgages as liabilities. The real property asset he values at $1.2 million has a current mortgage of $950,000. Two other real properties are reported as being owned by an ex-spouse and The Cannon Nevada Trust. Cannon reports an estimated values of $1.1 million for the Trust home, with debt of $583,555. He further reports no value for the ex-spouse home and associated debt of $1.5 million. c. Jeff Spangler. Spangler self-reports $6 million in assets and $323,000 in liabilities (See Exhibit A15). Spangler reports monthly expenses totaling just over $16,000, primarily made up of property taxes, rental property expenses, food, clothing, utilities, medical and insurance, other transportation, kid’s sports, and country club dues. Spangler’s assets are made up of the following items according to the disclosure:

Cash on Hand $37,187 Funds Held in Financial Institutions $786,664 Publically Traded Securities $310,033 US Government Securities $2,079,959 Amounts Owed to Spangler $490,600 Life Insurance Policies $676,085 Deferred Income Arrangements $825,409 Vehicles $137,250 Other Personal Property $22,579 Real Property $620,000 Total Assets I $5,985,766 I

Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 14 of 17

Cannon’s liabilities are made up of the following items according to the disclosure:

Real Property Loans $315,335 Credit Cards $7,978 Total Liabilities $323,313

Spangler’s publicly traded securities are held in broker accounts at Brinker Capital, Fidelity Investments, and Northwestern Mutual. Spangler’s non-public business and financial interests include a 50% interest in R&J St. George Vacations, LLC, a 50% interest in J&R real Estate, LLC, a 33.33% interest in DCS Investments, LLC, a 5.2755% interest in Ecoloop Energy, Inc, a 5% interest in Walkerhaven Equities LP, a 10% interest in Harmony LLC, a 10% interst in Crypto Technologies LLC, and a 79% interest in Commerce Ridge LLC. Spangler assigns no value to these non-public business and financial assets. Spangler reports a current loan receivable with Macey Jepson in the amount of $490,600. Jepson is reported as a daughter’s friend. The note originated in December 2018 in the amount of $600,000. Spangler reports four life insurance policies as having surrender values totaling $676,085. He further reports deferred income arrangements of two IRAs and one variable annuity with values totaling $825,409. Spangler also reports four vehicles with total value of $137,250, personal property of a ring and watch totaling $22,579 and three pieces of real property with total value of $620,000. Two of the real properties are located in Mexico and the third in Texas. One Mexico property has associated debt of $261,913, one Mexico property has no debt, and the Texas property has debt of $53,422. Not included in the assets noted above are assets held in the JSS Trust valued at approximately $5.3 million.6 The JSS Trust assets consist primarily of ownership interests held in a variety of private entities, several note receivables, cash, and a residence located at 13502 S Tuscalee Way. The Monitor’s professionals have not had access to the books and records of the owners to determine how Zurixx owner salaries and distributions of over $80 million from 2014-2018 were spent or invested. d. Zurixx. The Monitor’s professionals received one corporate defendant financial disclosure for Zurixx. It appears to cover the consolidated entities that are controlled and managed by Zurixx. While the disclosure may be more detailed for certain aspects of financial disclosure, the audited financial statements discussed above are more useful in determining the financial picture of this

6 Spangler also reports trusts in the names of two law firms, Venable and Kirton McConkie, each established on October 8, 2019, and each in the amount of $300,000. Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 15 of 17

corporate defendant. As such, we have attached the disclosure but will not discuss it in more detail in this section of the report (See Exhibit A16). It should be noted that the Monitor’s professionals are not aware of financial disclosures being produced by the other three corporate defendants: Carlson Development Group, LLC, CJ Seminar Holdings, LLC, and Zurixx Financial, LLC.

Operational Issues This section of the report will discuss a variety of financial issues as it relates to Zurixx operations. The intent is not to give a complete overview of Zurixx operations, but to report on financial aspects of the operation that may not be covered in other areas of the report. a. Summary of U.S./Puerto Rico Financial Oversight. Both the U.S entity Zurixx and the Puerto Rico (“PR”) entity Dorado use the same accounting staff for their day-to-day operations and reporting. This staff resides in the Utah office and consists of the CFO, controller, and other staff members. The CFO generally takes direction from the CEO, Carlson, with input from other owners as well. All payroll, payables, and other obligations of Zurixx and Dorado are accounted for, booked and paid by U.S. personnel. The Utah staff also has visibility into the bank accounts of Zurixx, Dorado and their affiliates. As mentioned earlier, the audited financial statements of Zurixx are presented in a consolidated fashion, which includes the financial activity of Dorado and other affiliated entities.

b. Brand Management. As described elsewhere in this report, there are various Brand Management entities that have been used by Zurixx in an effort to help mitigate and minimize the risk from the different brands Zurixx contracts with to present potential brand image issues affecting other brands. All accounting functions of the Brand Management entities are done by the same Zurixx personnel in the Utah office.

c. Sales by Type of Revenue. Customer revenues are generated at the Zurixx level. The vast majority of customer revenue is received by credit card payments. Zurixx has several different types of customer revenue programs. The table below illustrates the general revenue types and historical amounts.

Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 16 of 17

Sales Type Grand Total 2012 2013 2014 2015 2016 2017 2018 YTD 10/3/2019 Real Estate Total $494,291,555 $2,072,149 $27,931,815 $53,979,215 $76,923,773 $155,678,060 $59,717,306 $67,262,523 $50,726,714 Tax Lien Total $25,643,583 $197,782 $2,559,178 $4,224,439 $6,220,113 $6,593,395 $2,467,645 $2,803,298 $577,733 Third Product Total $1,456,072 $1,535 $177,807 $814,917 $451,287 $3,985 $6,541 $0 $0 Stock Sales Total $1,252,918 $0 $70,838 $93,371 $0 $0 $0 $0 $1,088,709 Asset Protection and Tax Total $6,447,221 $0 $0 $827,814 $1,644,916 $1,526,680 $1,064,830 $728,534 $654,448 Entrepreneurship Total $134,337,022 $0 $0 $0 $2,115,742 $25,219,246 $27,460,285 $42,021,855 $37,519,894 Other Total $43,015,543 $0 $7,769,042 $8,153,309 $6,225,087 $1,621,085 $11,792,297 $5,959,172 $1,495,551 Bad Debt Reserve Total ($89,979,428) $0 ($6,618,012) ($8,480,135) ($7,971,173) ($23,350,000) ($13,571,227) ($19,833,697) ($10,155,183) Total Sales $616,464,486 $2,271,466 $31,890,668 $59,612,930 $85,609,745 $167,292,451 $88,937,676 $98,941,683 $81,907,866 As shown above, Real Estate programs have consistently been Zurixx’s highest revenue type. Entrepreneurship programs have increased since 2015 to make up nearly 46% of Zurixx’s revenue in 2019. d. Dorado Services and Transfer Pricing. As discussed earlier, Dorado invoices Zurixx for a variety of services. In 2018, Dorado invoices totaling $26.3 million were paid by Zurixx. These services included legal services ($525,000), headhunter recruitment ($1.255 million), celebrity management fees ($700,325), executive management fees ($549,991), and registration fees ($23,268,553). Because Dorado is a foreign affiliate of Zurixx and taxed at a much lower rate, the IRS can scrutinize the amounts paid to foreign affiliates to make sure the invoiced services are reasonable and customary. The pricing of services between a U.S. entity and its foreign affiliate is referred to as transfer pricing. Magistro provided a detailed explanation of the transfer pricing model, explained the methodology, and provided the most recent transfer pricing study (see Exhibit A17) and calculations that support the accounting entries. Magistro was very clear that Zurixx and Dorado operate as one entity under common control and ownership. It is clear that the vast majority of invoiced services from Dorado relate to registration fees. According to Magistro, the transfer pricing model allows Dorado to charge Zurixx an amount between $25 and $85 per customer registrations for paid events. According to Zurixx, Dorado provides the event management and marketing for the Zurixx customer events. That said, it appears that the annual payments to Dorado for registration fees are very dependent on the net income level of Zurixx. Magistro explained that Zurixx attempts to manage its net income to be between zero and five percent of revenue. The primary mechanism to reach that net income goal is the fluctuating amount charged by Dorado to Zurixx for its registration per customer fee. To reduce Zurixx net income, the Dorado registration fee per customer can increase. According to Magistro, as long as the registration fee is in the acceptable range established by the transfer pricing model (prepared by outside professionals), it can fluctuate as needed. Whether the IRS deems Case 2:19-cv-00713-DAK-EJF Document 71-2 Filed 12/13/19 Page 17 of 17

the registration fee range to be acceptable is only known should they chose to audit and review the transfer pricing policies of Zurixx. As noted earlier, all owner distributions and two owner salaries are paid by Dorado. Dorado’s only source of income is Zurixx. Below is a summary of amounts paid by Zurixx to Dorado by year.

Paid to Year Dorado 2015 $45,960,554 2016 $45,246,609 2017 $21,141,609 2018 $26,298,869

As a going concern, Zurixx has historically been able to successfully compensate its employees, contract laborers and owners, as well as pay its other ongoing costs of operation. Prior to the Order, both the financial data and management discussion suggest that 2019 was not going to be a banner year. Year to date owner distributions are down significantly from prior years. Immediately after the Order, sales staff were uncertain as to how to proceed in terms of their sales scripts. While Zurixx has attempted to change certain policies and practices, it is unclear as to whether those changes will be successful or acceptable under the Order. As noted above, Zurixx’s cash balances have been declining since the Order. All but one Merchant processor has declined to release credit card deposits to Zurixx. The financial condition of Zurixx is precarious and could disintegrate rapidly under a variety of scenarios.

Case 2:19-cv-00713-DAK-EJF Document 71-3 Filed 12/13/19 Page 1 of 2

EXHIBIT “2A1” Case 2:19-cv-00713-DAK-EJF Document 71-3 Filed 12/13/19 Page 2 of 2

Zurixx, LLC, et al. Summary of Zurixx And Corporate Defendant Bank Accounts and Merchant Accounts As of October 29, 2019

Bank Account Ending Balances Entity Bank Zurixx, LLC Chase $1,493,274.79 Zurixx, LLC Chase $101,522.28 Zurixx, LLC Chase $19,344.70 Zurixx, LLC Chase $6,054.12 Zurixx, LLC Chase $5,740.04 Brand Management Holdings LLC Chase $129,165.52 Richardson Law Group Chase $6,605.62 Zurixx LLC First Bank PR $88,370.30 Zurixx LLC First Bank PR $793.66 Zurixx, LLC Bank of America $650,949.29 Global Learning Alliance LLC Bank of America $203,105.74 M22-Qualpay Bank of America $29,307.95 M4A-Meritus Bank of America $4,903.00 DBA Premier Fin. Training Bank of America $97,229.74 Success Formula Bank of America $0.00 Operating Accounts $2,836,366.75 RE Cash Source, LLC Chase $294,568.56 CJ Seminar Holdings, LLC Chase $42,914.08 Carlson Development Group LLC First Bank PR $133,775.09 Zurixx Financial LLC First Bank PR $81,624.13 $552,881.86 Total Balances I $3,389,248.61

Merchant Reserve Account Balances M4A-Meritus-AdvancedREE $1,000,000.00 M14-EMS-Success Path $1,839,395.19 M51-EMS-Chuckanut $602,303.60 M52-AMEX-Chuckanut (not being used) $0.00 M71-Cynergy (RLG/AMEX) (not being used) $0.00 M71-Cynergy (RLG) $444,715.18 M22-Qualpay-Launch Academy $15,000.00 M23-Qualpay-Flipping Formula $10,000.00 M24-Qualpay-Success Path $20,000.00 M81-EMS-Education Services $639,404.87 M91-Paysafe (not being used) $0.00 M91-Paysafe (AMEX) (not being used) I $0.00 Total Reserve Account Balances I $4,570,818.84 Case 2:19-cv-00713-DAK-EJF Document 71-4 Filed 12/13/19 Page 1 of 2

EXHIBIT “A2” Case 2:19-cv-00713-DAK-EJF Document 71-4 Filed 12/13/19 Page 2 of 2

James Carlson CEO Jeff Spangler President Zurixx Utah Cris Cannon, President Zurixx Puerto Rico I Andrew Way COO I Executive Assistant Janis Kershaw Executive Assistant Janis Kershaw Executive Assistant Janis Kershaw Accounting & Systems Marketing Coaching & Customer Service Telesales Preview Events Workshop Events Matt Magistro CFO Andrew Way COO Carter Brown - Head Coach Daymond John Brand Manager Chad Olson Telesales Manager Sales Training & Management FE Seminar Directors 6 ME Seminar Directors 10 • Uriel Cantarero IT Manager - Tony Dixon Ann Alleman Lead Sales Coordinator Front End Speakers 11 ME Speakers 11 lead dist, merchant accts, Emily Robison Director of Digital Marketing David Pecoraro misc accounting projects Coaching Telesales Sean Mangold Sales Events Dir Front End Road Crew 14 IME Road Crew 30 I Desktop Support Erin Spainhower Assistant / scheduler Chris Young Sales rep D Denise Easter Controller Suzie Campbell Brand Manager Taylor Rodriquez Assistant / scheduler Mike Grow Sales rep Sara Satterfield Sales Admin Hannah Fedor Accounts payable Rachel Bowen Public Relations Jocelin Hyatt Assistant / scheduler Scott Orison Sales rep Cust billing refunds backup Shay Magana Media & Content Editor Liz Sharp misc. Tony Mortezazadeh Coach Ben Olson Sales rep Customer refunds, Maggie Saemann Brand Manager Eliza Gymushian chargebacks Mark Sanderson Product Development Dan Altamirano Sales rep Customer billing-telesales, Chelsea Sayeth Brand Manager deposits Timothy Bell Real Estate Coach Genny Hayward Sales rep Jackson Hedges IT and data input Alan Healey Graphic Designer Bret Ehlers Real Estate Coach Mike Clasen Sales rep

John Obinyan Database reporting admin Bud McCluskey Real Estate Coach Todd Shinsel Sales rep Dan Christiansen Real Estate Coach Jared Johnson Sales rep Randy Cochrane Real Estate Coach Larry McKinstry Real Estate Coach Jeremy Hymas A-Team Manager Director of Operations Puerto Rico Jon Miller Real Estate Coach Ed Chehanovich Sales rep John Benson Real Estate Coach Greg Ahleen Sales rep Rob Greenland Eric Rivera Office Manager Deborah Price Real Estate Coach Waren Ipson Sales rep Events Puerto Rico Eric Lloyd Real Estate Coach Larry Lee Sales rep Shane Andrus Events Manager Michael Hilkey Real Estate Coach Matt Simmons Sales rep Darrell Walker Daymond John Coach Asset Protection Advanced Camps Marta Varela Customer Service Customer Service Rex Berry Asset Sales Mgr Erin Spainhower Nikki Calvert Markeing Craig Shane Andrus Director of Customer Ser Tany Padro Event Coordinator Kevin York Save the Sale Lance Phillips Sales rep Catiely Soto Event Coordinator Amanda Neilson Save the Sale Mark Records Sales rep Noah Howell Marketing Tyler Greenwell Save the Sale Darren Rolf Sales rep Sarah Velilla In House council James Canterbury Save the Sale Curtis Harward Sales rep Emily Mopica Direct Mail Melissa Labrum Customer Service Miyra Alanis Customer Service Miranda Nelson scheduler/assist Alyssa Love Customer Service Charity Malae Customer Service Wendy Almaguer Customer Service

Robert Medina - PR CS supervisor Zadora Lopez - PR Customer Service Catiely Soto - PR Customer Service Nicole Lopez PR Customer Service Migdaly Nieves - PR Customer Service Alyssa Harris - PR Customer Service Case 2:19-cv-00713-DAK-EJF Document 71-5 Filed 12/13/19 Page 1 of 2

EXHIBIT “A3” Case 2:19-cv-00713-DAK-EJF Document 71-5 Filed 12/13/19 Page 2 of 2

Zurixx, LLC and Consolidated Entities Summary of Owner Distributions for the Years 2014 to 2018

2014 2015 2016 2017 2018 Total

Member Distributions - Zurixx, LLC $11,262,830 $0 $0 $0 $0 $11,262,830 Member Distributions - Dorado $0 $31,526,508 $14,153,191 $6,179,793 $15,352,550 $67,212,042 Total Member Distributions $11,262,830 $31,526,508 $14,153,191 $6,179,793 $15,352,550 $78,474,872 Case 2:19-cv-00713-DAK-EJF Document 71-6 Filed 12/13/19 Page 1 of 4

EXHIBIT “A4” Case 2:19-cv-00713-DAK-EJF Document 71-6 Filed 12/13/19 Page 2 of 4

Sum of PAY Column Labels Row Labels name vendorname chkdate Base Commissions Other Overtime Perdiem Receivables Reserve Salaries Saves Session Pay Withholdings Grand Total 100 58 Bryce Chamberlain Chamberlain Marketing Inc 10/25/2019 1,500.00 1,500.00 61 Ann Alleman (blank) 10/25/2019 1,500.00 1,500.00 193 Mark Chapman Mark A Chapman 10/25/2019 225.00 225.00 219 Sean Mangold Sean Mangold 10/25/2019 2,769.23 2,769.23 358 Keith Sperry KD Sperry Corp 10/25/2019 667.35 150.00 817.35 385 Frank Murphy FX Investments LLC 10/25/2019 800.00 114.43 140.00 1,054.43 438 Lisa Davis Lisa M Davis 10/25/2019 1,500.00 1,500.00 461 Billy Batson William Michael Batson 10/25/2019 1,144.28 300.00 1,444.28 468 Eric Brown American Ex-Press LLC 10/25/2019 1,500.00 70.82 250.00 1,820.82 470 Bradley Biggerstaff Bradley Biggerstaff 10/25/2019 1,000.00 238.35 175.00 1,413.35 523 Steve Goff Steve Goff 10/25/2019 3,529.18 300.00 3,829.18 529 Maurice Wright Maurice Wright 10/25/2019 1,500.00 357.52 250.00 2,107.52 537 Trace Turley Kendall Trace Turley 10/25/2019 1,000.00 238.35 175.00 1,413.35 605 Richard Davis Richard Davis 10/25/2019 1,500.00 1,500.00 610 Daniel Pett Daniel Grant Pett 10/25/2019 1,500.00 1,500.00 688 Alberto Molina Texas General Solutions, Inc. 10/25/2019 1,000.00 238.35 175.00 -23.83 1,389.51 691 Alisha Pace Alisha Pace 10/25/2019 1,440.00 1,440.00 727 Karl Carter Karl J Carter 10/25/2019 1,200.00 143.08 200.00 1,543.08 731 David Jensen Chamonix Enterprises Inc. 10/25/2019 1,000.00 28.15 175.00 1,203.15 734 Clint Wakefield (blank) 10/25/2019 800.00 233.57 140.00 -23.36 1,150.22 746 Amanda Rollins Rolliam LLC 10/25/2019 572.14 375.00 947.14 763 Jeanne Jones (blank) 10/25/2019 1,530.00 1,530.00 765 Nicole Jensen Nicole M Jensen 10/25/2019 1,690.00 1,690.00 767 Kim Crowther K.K.C. LLC 10/25/2019 1,000.00 -22.77 175.00 1,152.23 768 Natasha Johnson Natasha Paulien Johnson 10/25/2019 1,630.00 1,630.00 778 Robert Lett Modern Yankee LLC 10/25/2019 1,716.14 375.00 2,091.14 786 Sam DelCanto SDC Productions LLC 10/25/2019 5,000.00 5,000.00 811 Jennifer Knapp Jennifer Knapp 10/25/2019 3,400.00 3,400.00 812 Josephine Locke Josephine Locke 10/25/2019 3,400.00 3,400.00 815 Curtis Cannon Curtis Andrew Cannon DBA CHC6 10/25/2019 -190.71 190.71 0.00 821 Jeffrey Cadavid Jeffrey Cadavid 10/25/2019 3,140.00 3,140.00 823 Erica Robins Erica Robins 10/25/2019 1,690.00 1,690.00 825 Frederick Johnson Frederick Johnson 10/25/2019 1,950.00 1,950.00 826 Joacquin Stevens Joacquin Stevens 10/25/2019 2,030.00 2,030.00 831 Miranda Harrison Miranda Harrison 10/25/2019 2,200.00 2,200.00 837 Chantal Anderson Chantal Dominique Anderson 10/25/2019 1,870.00 1,870.00 838 Naomi Gibson Naomi Gibson 10/25/2019 2,740.00 2,740.00 839 Nina Villalvazo (blank) 10/25/2019 1,731.00 1,731.00 852 Bradford How (blank) 10/25/2019 1,650.00 120.00 1,770.00 857 Patrick Manning (blank) 10/25/2019 1,500.00 120.00 1,620.00 859 Tracey Wise (blank) 10/25/2019 2,280.00 2,280.00 863 Terri Lawrenz (blank) 10/25/2019 1,540.00 1,540.00 865 Tamara Jones (blank) 10/25/2019 1,530.00 1,530.00 866 Sherri DeLaura (blank) 10/25/2019 1,530.00 1,530.00 868 Musah Earle (blank) 10/25/2019 1,860.00 1,860.00 869 Michelle Koenig (blank) 10/25/2019 1,000.00 1,000.00 886 Ariba Joubert Jou Jou Bee's Creations LLC 10/25/2019 1,440.00 1,440.00 917 Meredith Swedo (blank) 10/25/2019 1,430.00 1,430.00 918 Cindy Saavedra (blank) 10/25/2019 1,115.00 1,115.00 919 Clive Salmon (blank) 10/25/2019 1,360.00 1,360.00 920 Debra Wheeler (blank) 10/25/2019 1,025.00 1,025.00 110 39 Amber Guzman Paragon Investments LLC 10/25/2019 3,704.23 3,704.23 58 Bryce Chamberlain Chamberlain Marketing Inc 10/25/2019 3,867.15 3,867.15 205 Greg Kazimer Sales Pro 360, Inc. 10/25/2019 5,923.14 225.00 6,148.14 224 Mike Vogel Swish Inc 10/25/2019 458.11 225.00 683.11 246 Clay Eschrich Clay Eschrich LLC 10/25/2019 1,952.93 -195.29 1,757.63 248 Shelley Hughes Investor Friendly Property Management & Realty Services 10/25/2019 3,112.61 3,112.61 257 Michele Cooper Profitable Investment Solutions 10/25/2019 2,527.30 2,527.30 259 David Freier New Vision Financial, Inc 10/25/2019 3,509.10 225.00 3,734.10 286 Tom Shields TE Shields Consulting 10/25/2019 2,389.32 2,389.32 Case 2:19-cv-00713-DAK-EJF Document 71-6 Filed 12/13/19 Page 3 of 4

Sum of PAY Column Labels Row Labels name vendorname chkdate Base Commissions Other Overtime Perdiem Receivables Reserve Salaries Saves Session Pay Withholdings Grand Total 293 Angel Rolon Rolon Enterprises, LLC 10/25/2019 3,044.19 3,044.19 296 Claude Alan Swails Claude Alan Swails 10/25/2019 9,415.11 225.00 9,640.11 303 Randy Cochrane (blank) 10/25/2019 620.75 225.00 845.75 334 Jed Johnson Tailormade Consulting LLC 10/25/2019 4,025.05 4,025.05 362 Bryan Twitchell Paradigm Consulting Inc 10/25/2019 2,275.81 2,275.81 367 Joshua Zieglowsky Gilbert Management LLC 10/25/2019 3,112.61 3,112.61 402 Rick Watkins Preferred Properties Tennessee LLC 10/25/2019 1,704.41 1,704.41 429 Les Hill Autonomic Investments Inc 10/25/2019 1,889.95 1,889.95 430 Lisa Toland L&S Inc. 10/25/2019 3,038.35 3,038.35 433 Anders Swenson Swenson Sales and Marketing Inc 10/25/2019 3,724.45 3,724.45 479 Boyd Hoffmann Boyd Hoffman 10/25/2019 3,043.65 3,043.65 509 Scott Lamm Scott Lamm 10/25/2019 8,272.70 8,272.70 514 Garth Satiu Garth Satiu 10/25/2019 3,428.39 3,428.39 526 Bernard Lawson B Real Property Investors LLC 10/25/2019 770.26 770.26 537 Trace Turley Kendall Trace Turley 10/25/2019 297.77 297.77 543 Chad Lawson Chad Lawson 10/25/2019 5,732.21 5,732.21 549 Scott Alger Loan Peak Enterprises Inc. 10/25/2019 4,080.18 4,080.18 553 Matt Davis MReese Enterprises 10/25/2019 6,230.66 -44.75 6,185.91 624 Nicole Packer Tree Line Investments LLC 10/25/2019 3,112.61 3,112.61 647 Ashley Woods Ashley Woods 10/25/2019 794.14 794.14 649 Alex Ituma SJL LLC 10/25/2019 1,160.78 1,160.78 666 Daniel Bird Danny Bird 10/25/2019 3,112.61 3,112.61 675 Kenneth Bishop Kenneth E Bishop 10/25/2019 2,321.12 2,321.12 688 Alberto Molina Texas General Solutions, Inc. 10/25/2019 1,807.08 1,807.08 694 Tyler Jackson S & T Capital 10/25/2019 1,808.86 1,808.86 720 Damon Parker (blank) 10/25/2019 1,305.53 1,305.53 732 Joe Appleton Vanus Enterprises LLC 10/25/2019 5,977.73 225.00 6,202.73 751 Ryan Lotman R.A.L. Services LLC 10/25/2019 6,331.36 225.00 6,556.36 752 David Jenkins David Jenkins 10/25/2019 1,807.08 1,807.08 761 Brian Voeller New Illusions Marketing 10/25/2019 3,112.61 3,112.61 772 Matthew Davis MJA31-PR, LLC 10/25/2019 18,691.98 -134.25 18,557.73 781 Eric Nielson Eric B Nielson 10/25/2019 1,998.42 1,998.42 827 John Wagner (blank) 10/25/2019 273.87 -27.39 246.49 889 Alma Dubon (blank) 10/25/2019 102.66 -10.27 92.40 895 Scott Hoffmann (blank) 10/25/2019 608.10 -60.81 547.29 120 30 Genevieve Hayward (blank) 10/25/2019 1,169.15 1,169.15 81 Michael Clasen (blank) 10/25/2019 1,169.15 -249.92 919.23 146 Chad Olson (blank) 10/25/2019 2,369.89 9,058.50 -326.93 11,101.46 147 Christopher Young (blank) 10/25/2019 9,058.50 -370.76 8,687.74 149 Edward Chahanovich (blank) 10/25/2019 90.00 90.00 151 Gregory Ahleen (blank) 10/25/2019 89.73 -52.85 36.88 152 Jeremy Hymas (blank) 10/25/2019 1,354.59 -264.14 1,090.45 158 Steven Willey (blank) 10/25/2019 270.00 -27.00 243.00 304 Daniel Altamirano (blank) 10/25/2019 9,999.00 -334.30 9,664.70 353 Warren Ipson (blank) 10/25/2019 630.00 -122.78 507.22 538 Ben Olson (blank) 10/25/2019 9,999.00 -376.70 9,622.30 579 Jared Johnson (blank) 10/25/2019 7,146.61 -286.30 6,860.31 150 655 Carl Thurgood Carl Thurgood PC 10/25/2019 10,095.26 10,095.26 755 Lance Phillips Purple Unicorn LLC 10/25/2019 1,500.00 1,500.00 220 228 Anthony Dixon (blank) 10/25/2019 1,538.46 3,677.70 -182.69 5,033.47 369 Lance Phillips (blank) 10/25/2019 601.65 -55.07 546.58 375 Jacob "Rex" Berry (blank) 10/25/2019 64.46 937.31 -49.39 952.38 488 Mark Records (blank) 10/25/2019 171.90 -119.92 51.98 615 Miranda Nelson (blank) 10/25/2019 765.41 765.41 739 Meghan Johnson (blank) 10/25/2019 417.75 -44.08 373.67 842 Carl Thurgood Corp Advantage Inc. 10/25/2019 3,300.00 3,300.00 250 126 Carter Brown (blank) 10/25/2019 2,776.44 2,776.44 132 Mark Sanderson (blank) 10/25/2019 2,120.19 2,120.19 Case 2:19-cv-00713-DAK-EJF Document 71-6 Filed 12/13/19 Page 4 of 4

Sum of PAY Column Labels Row Labels name vendorname chkdate Base Commissions Other Overtime Perdiem Receivables Reserve Salaries Saves Session Pay Withholdings Grand Total 133 Timothy Bell (blank) 10/25/2019 594.00 594.00 145 Bret Ehlers (blank) 10/25/2019 2,570.00 -101.31 2,468.69 264 Erin Spainhower (blank) 10/25/2019 1,009.62 1,009.62 295 Joseph (Bud) McCluskey (blank) 10/25/2019 1,266.00 1,266.00 303 Randy Cochrane (blank) 10/25/2019 1,679.00 -343.07 1,335.93 316 Taylor Rodriquez (blank) 10/25/2019 -50.00 657.61 607.61 427 Bradley Sanderson (blank) 10/25/2019 1,215.00 -20.77 1,194.23 445 Larry McKinstry (blank) 10/25/2019 626.00 626.00 463 John Benson (blank) 10/25/2019 2,234.00 -156.38 2,077.62 469 Deborah Price (blank) 10/25/2019 1,365.00 -108.01 1,256.99 485 Eric Lloyd (blank) 10/25/2019 2,329.00 -176.22 2,152.78 494 Darrell Walker (blank) 10/25/2019 300.00 3,330.00 3,630.00 569 Daniel Christiansen (blank) 10/25/2019 1,835.00 -22.76 1,812.24 578 Paul McGraw (blank) 10/25/2019 1,495.00 1,495.00 596 Tony Mortezazadeh (blank) 10/25/2019 2,156.00 2,156.00 714 Jonathan Miller (blank) 10/25/2019 1,496.00 1,496.00 715 Michael Hilkey (blank) 10/25/2019 1,815.00 1,815.00 802 Lorin Hardy (blank) 10/25/2019 1,200.00 1,200.00 808 Kayla Kobayashi (blank) 10/25/2019 600.00 600.00 900 Alden Sparks (blank) 10/25/2019 225.00 720.00 945.00 901 Jackson Kade Lucero (blank) 10/25/2019 225.00 720.00 945.00 300 6 Robert Greenland (blank) 10/25/2019 1,312.06 -339.39 972.67 9 Matthew Magistro (blank) 10/25/2019 3,384.62 -28.08 3,356.54 61 Ann Alleman (blank) 10/25/2019 1,009.62 -145.08 864.54 68 Denise Easter (blank) 10/25/2019 2,000.00 -220.53 1,779.47 105 David Pecoraro (blank) 10/25/2019 1,384.62 1,384.62 112 Eliza Gyumushyan (blank) 10/25/2019 895.48 -60.38 835.10 134 Elizabeth Sharp (blank) 10/25/2019 927.00 -129.77 797.23 135 Janis Kershaw (blank) 10/25/2019 848.08 -6.70 841.38 142 Emily Sorensen (blank) 10/25/2019 752.67 752.67 240 Uriel Cantarero (blank) 10/25/2019 2,433.38 -243.62 2,189.76 363 Shay Magana (blank) 10/25/2019 1,153.85 -17.54 1,136.31 642 Andrew Way (blank) 10/25/2019 3,053.08 3,053.08 707 Emily Robison (blank) 10/25/2019 1,538.46 1,538.46 716 Rachel Bowen (blank) 10/25/2019 1,057.69 1,057.69 728 Michael Nay (blank) 10/25/2019 1,346.15 -44.69 1,301.46 744 Balaji Mudlair (blank) 10/25/2019 3,461.54 3,461.54 766 Chelsea Sayegh (blank) 10/25/2019 1,250.00 1,250.00 769 Suzanne Campbell Suzanne Michelle Campbell 10/25/2019 688.44 688.44 800 Rider Jensen (blank) 10/25/2019 1,346.15 1,346.15 400 137 Craig Shane Andrus (blank) 10/25/2019 1,461.54 -38.08 1,423.46 139 Amanda Nielson (blank) 10/25/2019 514.54 870.06 1,384.60 143 Kevin York (blank) 10/25/2019 534.33 1,398.56 1,932.89 320 Tyler Greenwell (blank) 10/25/2019 300.00 300.00 405 Alyssa Korologos (blank) 10/25/2019 200.00 161.59 605.20 -10.53 956.26 607 Wendy Almaguer (blank) 10/25/2019 200.00 -50.00 554.94 -42.47 662.47 650 Hailey Clark (blank) 10/25/2019 28.39 615.60 643.99 912 Tyler Greenwell (blank) 10/25/2019 90.90 90.90 913 James Canterbury (blank) 10/25/2019 91.05 91.05 914 Bailee James (blank) 10/25/2019 92.55 92.55 915 Carmen Valez Oliver (blank) 10/25/2019 90.00 90.00 916 Catiely Soto (blank) 10/25/2019 82.50 82.50 Grand Total 81,660.79 225,985.64 -279.00 189.98 6,145.00 688.44 -177.23 40,604.46 2,568.62 28,645.00 -5,091.21 380,940.49 Case 2:19-cv-00713-DAK-EJF Document 71-7 Filed 12/13/19 Page 1 of 7

EXHIBIT “A5” Case 2:19-cv-00713-DAK-EJF Document 71-7 Filed 12/13/19 Page 2 of 7

Zurixx -Weekly AP to Pay-

Transactions Cash Account 10/18/2019 Pending Available Cash Chase Savings XX9922 5,740 5,740 Chase Operating XX6538 1,507,610 (6,685) 1,500,925 Chase DBA XX6553 51,933 51,933 Chase Merchant XX3915 32,735 32,735 Chase Merchant XX6385 27,261 27,261 Chase Brand Mgt Hold XX2179 129,166 129,166 Chase Richardson Law XX3955 6,606 6,606 BofA DBA XX9789 163,687 (8,960) 154,727 BofA Merchant XX9802 (17,451) (17,451) BofA Merchant XX9857 - - BofA Merchant XX9860 (19,665) (19,665) BofA Operating XX9873 283,105 (49,942) 233,163 BofA GLA XX2938 620,748 (532) 620,216 1st PR Operating XX4681 22,897 (983) 21,914 1st PR Savings XX4681 794 794 Account Totals 2,815,164 (67,101) 2,748,063

Check & Wire Deposits - Thur/ Fri Merchant Deposits - Thur/Fri Outstanding AMEX (326,101) Outstanding Chase Ink (36,677)

I Total Available Cash 2,3 170,46585,284 I AP AuthorizedI 587,096 Accounts Payable Cash After API 1,798,188 Company Vendor ID .IVend or Name .IClass IVouch er.IRe ference .IIn voice .IIn voice Date .IDu e Date .IDa ys Out .IAmoun t .I AP to Pay GLOBAL LEARNING ALLIANCE 331G01 331G Corp LLC GLACOMMON 000350 10/6 Commision 10/6 COMMISION 10/18/2019 10/18/2019 1 10,998.38 GLOBAL LEARNING ALLIANCE 331G01 331G Corp LLC GLACOMMON 000307 WK OF 9/29 COMMISSIONS 9/29 COMMISSIONS 9/29/2019 9/29/2019 20 14,435.01 331G01 Total 25,433.39

GLOBAL LEARNING ALLIANCE AANDRUS01 Alan Andrus GLACOMMON 000017 SAN MATEO FINAL SPEAKER PMT SAN MAT SPKR FEE 2 10/18/2019 10/18/2019 1 15,000.00 AANDRUS01 Total 15,000.00

GLOBAL LEARNING ALLIANCE BARLOW01 Barlow Printing GLACOMMON 000320 SAN MATEO SHOWGUIDES FINAL DUE SHOWGUIDES 10/9/2019 10/9/2019 10 1,262.00 1,262.00 BARLOW01 Total 1,262.00

GLOBAL LEARNING ALLIANCE EROBINS01 Erica Robins GLACOMMON 000304 NJ WORKSHOP EXPENSE REIMBURSE NJ WS TRAVEL EXPENSE 10/7/2019 10/7/2019 12 208.99 208.99 EROBINS01 Total 208.99

GLOBAL LEARNING ALLIANCE FDILLIOTT01 Frederick Dilliot Jr GLACOMMON 000323 CODING SVCS/5 LIVE EVENTS 1908 9/30/2019 10/10/2019 9 525.00 525.00 FDILLIOTT01 Total 525.00

GLOBAL LEARNING ALLIANCE JBIOLSI01 Jennifer Biolsi GLACOMMON 000305 OTTAWA WS EXPENSES REIMBURSE OTTAWA WS EXPENSES 10/7/2019 10/7/2019 12 217.75 217.75 JBIOLSI01 Total 217.75

GLOBAL LEARNING ALLIANCE JLOUGH01 Jason Loughridge DBA Project 8 FilmsGLACOMMON 000315 LIVE EVENT VIDEO EDITS AUG-OCT 10/4 EDITING INVOICE 10/4/2019 10/4/2019 15 8,985.00 JLOUGH01 Total 8,985.00

GLOBAL LEARNING ALLIANCE PROSHOLT01 Peter Rosholt GLACOMMON 000308 SAN MATEO STAGE PROD+FLIGHT 115 10/4/2019 10/4/2019 15 7,857.60 7,857.60 PROSHOLT01 Total 7,857.60

GLOBAL LEARNING ALLIANCE PROTEUS01 Proteus Productions GLACOMMON 000300 W PALM BEACH A/V PRODUCTION 14267 9/9/2019 10/7/2019 12 10,417.00 10,417.00 GLOBAL LEARNING ALLIANCE PROTEUS01 Proteus Productions GLACOMMON 000301 SAN MATEO A/V PRODUCTIONS 14276 10/4/2019 10/4/2019 15 23,120.00 GLOBAL LEARNING ALLIANCE PROTEUS01 Proteus Productions GLACOMMON 000299 VEGAS RH LIVE A/V PRODUCTION 14277 10/6/2019 10/6/2019 13 15,791.66 GLOBAL LEARNING ALLIANCE PROTEUS01 Proteus Productions GLACOMMON 000303 LAS VEGAS LIVE STAGE/VIDEO SVC 14278 10/7/2019 10/17/2019 2 17,535.00 PROTEUS01 Total 66,863.66

GLOBAL LEARNING ALLIANCE PULSE01 Pulse Staging & Events GLACOMMON 000311 SAN MATEO LIGHTING FINAL BILL 190092 FINAL 10/7/2019 10/7/2019 12 13,514.02 13,514.02 GLOBAL LEARNING ALLIANCE PULSE01 Pulse Staging & Events GLACOMMON 000312 SAN MATEO AUDIO FINAL BILL 190093 FINAL 10/7/2019 10/7/2019 12 29,640.60 GLOBAL LEARNING ALLIANCE PULSE01 Pulse Staging & Events GLACOMMON 000313 SAN MATEO BREAKOUT FINAL 190094 FINAL 10/7/2019 10/7/2019 12 13,362.19 GLOBAL LEARNING ALLIANCE PULSE01 Pulse Staging & Events GLACOMMON 000314 SAN MATEO VIDEO FINAL BILL 190095 FINAL 10/7/2019 10/7/2019 12 28,652.85 PULSE01 Total 85,169.66

GLOBAL LEARNING ALLIANCE SDCPROD01 SDC Productions LLC GLACOMMON 000309 LA OFFICE CLEANING SVC MAY-OCT OFFICE CLEANING REIM 10/8/2019 10/8/2019 11 1,200.00 Case 2:19-cv-00713-DAK-EJF Document 71-7 Filed 12/13/19 Page 3 of 7

Company Vendor ID Vendor Name Class Voucher Reference Invoice Invoice Date Due Date Days Out Amount AP to Pay SDCPROD01 Total 1,200.00

GLOBAL LEARNING ALLIANCE TWISE01 Tracey Wise GLACOMMON 000310 SAN MATEO SCRIPTWRITING SVCS SAN MATEO SCRIPTS 10/5/2019 10/5/2019 14 2,000.00 TWISE01 Total 2,000.00

GLOBAL LEARNING ALLIANCE MGREF Samantha Roberts CUSTOMER 000335 RM REFUND: DEBIT000000000206 RFND0000000000205 10/11/2019 10/11/2019 8 11,100.00 11,100.00 GLOBAL LEARNING ALLIANCE MGREF Karon White CUSTOMER 000349 RM REFUND: DEBIT000000000220 RFND0000000000219 10/17/2019 10/17/2019 2 1,000.00 1,000.00 ZURIXX LLC : US MGREF Brandon Young CUSTOMER 054520 RM REFUND: DEBIT000000032628 RFND0000000032397 10/17/2019 10/17/2019 2 997.00 997.00 ZURIXX LLC : US MGREF Jurga Bandza CUSTOMER 054524 RM REFUND: DEBIT000000032629 RFND0000000032398 10/17/2019 10/17/2019 2 1,998.00 1,998.00 ZURIXX LLC : US MGREF Jace Harris CUSTOMER 054502 RM REFUND: DEBIT000000032619 RFND0000000032388 10/16/2019 10/16/2019 3 27,291.00 27,291.00 MGREF Total 42,386.00

ZURIXX LLC : US VENUE GREEN VALLEY RANCH RESORT VENUE 043632 MARCH 2020 SUMMIT DEPOSIT B MAR'20 SUMMIT DEPO B 4/26/2018 1/17/2020 -90 42,000.00 ZURIXX LLC : US VENUE GREEN VALLEY RANCH RESORT VENUE 054538 OCT SUMMIT FINAL OCT SUMMIT FINAL 10/17/2019 10/17/2019 2 43,332.73 43,332.73 ZURIXX LLC : US VENUE GREEN VALLEY RANCH RESORT VENUE 043630 OCTOBER 2020 SUMMIT DEPOSIT B OCT'20 SUMMIT DEPO B 4/26/2018 7/31/2020 -286 42,000.00 VENUE Total 127,332.73

ZURIXX LLC : US A&K001 Anderson & Karrenberg 054465 SEPT LEGAL RE: JEANNIE KELLER 16 JEANNIE KELLER 9/30/2019 9/30/2019 19 20,184.35 20,184.35 ZURIXX LLC : US A&K001 Anderson & Karrenberg 054464 SEPT LEGAL RE: MARIA WINDHAM 22 MARIA WINDHAM 9/30/2019 9/30/2019 19 16,345.87 ZURIXX LLC : US A&K001 Anderson & Karrenberg 054466 SEPT LEGAL RE: JIMINIAN 8 JIMINIAN 9/30/2019 9/30/2019 19 15,428.04 A&K001 Total 51,958.26

ZURIXX LLC : US ACG001 Advanced Communications Group, Inc 054349 FIBER OPTICS INSTALL/IT DEPT 3777 10/8/2019 10/8/2019 11 2,214.35 ACG001 Total 2,214.35

ZURIXX LLC : US RSHE001 Robert Shemin Worldwide LLC 054533 VEGAS SUMMIT SPKR FEE 500 10/15/2019 10/18/2019 1 7,500.00 7,500.00 RSHE001 Total 7,500.00

ZURIXX LLC : US ALANA01 Alana LeBLanc COMMON 046190 ROYALTY ADVANCE CM ROYALTY ADVANCE CM 8/10/2018 1/2/1900 43755 (18,447.18) ZURIXX LLC : US ALANA01 Alana LeBLanc COMMON 047774 SEPT SUMMIT APPEARANCE REVERSE SEPT SUMMIT FEE CM 10/18/2018 1/2/1900 43755 (1,587.89) ALANA01 Total (20,035.07)

ZURIXX LLC : US ALEXYA01 Alexya LeBlanc COMMON 046191 ROYALTY ADVANCE CM ROYALTY ADVANCE CM 8/10/2018 1/2/1900 43755 (18,447.18) ZURIXX LLC : US ALEXYA01 Alexya LeBlanc COMMON 047775 SEPT SUMMIT APPEARANCE REVERSE SEPT SUMMIT FEE CM 10/18/2018 1/2/1900 43755 (1,587.89) ALEXYA01 Total (20,035.07)

ZURIXX LLC : US ALLIED01 Allied COMMON 054347 SEPT SHREDDING SERVICES 0053192 9/30/2019 9/30/2019 19 90.00 90.00 ALLIED01 Total 90.00

ZURIXX LLC : US ATT01 AT&T Mobility COMMON 054528 OCT HOT SPOTS 287280883737 10/4/19 10/4/2019 10/25/2019 -6 445.61 ATT01 Total 445.61

ZURIXX LLC : US AWAY01 Andrew Way COMMON 054544 SAN MATEO REIMBURSEMENT SAN MATEO REIMBURSE 10/14/2019 10/14/2019 5 2,124.54 2,124.54 AWAY01 Total 2,124.54

ZURIXX LLC : US BLOMQ01 Blomquist Hale Consulting Inc. COMMON 054422 OCT EMPLOYEE ASSISTANCE OCT19240 10/1/2019 10/1/2019 18 328.50 ZURIXX LLC : US BLOMQ01 Blomquist Hale Consulting Inc. COMMON 054345 SEPT EMPLOYEE ASSISTANCE SEP19231 9/2/2019 9/2/2019 47 328.50 328.50 BLOMQ01 Total 657.00

ZURIXX LLC : US BMUDLIAR01 Balaji Mudliar COMMON 054467 DETROIT PREVIEW EXPENSES REIMB DETROIT PREV EXPNSES 10/14/2019 10/14/2019 5 1,093.39 1,093.39 BMUDLIAR01 Total 1,093.39

ZURIXX LLC : US BWHITE01 Brandon White COMMON 054350 AUG SUBSCPTN/7 DJ 21 HERJ 8 GC 1831 10/8/2019 10/8/2019 11 10,575.00 10,575.00 BWHITE01 Total 10,575.00

ZURIXX LLC : US BYOUNG01 Blake Young COMMON 054542 TACOMA REIMBURS AUTO/HOTEL TACOMA AUTO/HOTEL 10/14/2019 10/14/2019 5 794.67 794.67 BYOUNG01 Total 794.67

ZURIXX LLC : US CACT001 Cactus & Tropicals COMMON 054463 SEPT PLANT MAINTENANCE 0334081 9/30/2019 9/30/2019 19 165.00 165.00 CACT001 Total 165.00

ZURIXX LLC : US CARDONE01 Cardone Training Technologies COMMON 054517 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 15,906.33 15,906.33 ZURIXX LLC : US CARDONE01 Cardone Training Technologies COMMON 054344 OCT SUMMIT+ ENT SPEAKER FEES 42769B 10/18/2019 10/18/2019 1 50,000.00 50,000.00 ZURIXX LLC : US CARDONE01 Cardone Training Technologies COMMON 054343 SAN MATEO SPKR FEE FINAL PMT 42770B 10/24/2019 10/24/2019 -5 37,500.00 CARDONE01 Total 103,406.33

ZURIXX LLC : US CHRISTINA01 Christina Entertainment, Inc. COMMON 054521 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 148.03 148.03 ZURIXX LLC : US CHRISTINA01 Christina Entertainment, Inc. COMMON 054320 3RD QTR MINIMUM GUARANTEE 3RD QTR MINIMUM GUAR 9/30/2019 12/31/2019 -73 210,187.38 Case 2:19-cv-00713-DAK-EJF Document 71-7 Filed 12/13/19 Page 4 of 7

Company Vendor ID Vendor Name Class Voucher Reference Invoice Invoice Date Due Date Days Out Amount AP to Pay CHRISTINA01 Total 210,335.41

ZURIXX LLC : US CNA001 CNA Insurance COMMON 054531 INSURANCE COVERAGE PMT 3023280042 093019 9/30/2019 10/25/2019 -6 10,538.00 CNA001 Total 10,538.00

ZURIXX LLC : US CUMU001 Cumulus Nine, LLC COMMON 054540 OCT WEB HOSTING/SERVER UPGRADE 3826 10/1/2019 10/1/2019 18 972.00 972.00 CUMU001 Total 972.00

ZURIXX LLC : US DAMUZ01 DAMIAN MUZIANI COMMON 054529 SAN JOSE GAS REIMBURSEMENT SAN JOSE MGJ098939 10/14/2019 10/18/2019 1 71.20 71.20 DAMUZ01 Total 71.20

ZURIXX LLC : US DATA01 DataBank COMMON 054340 OCT SERVER STORAGE/IP ADDS 66309 10/1/2019 10/1/2019 18 1,099.07 1,099.07 ZURIXX LLC : US DATA01 DataBank COMMON 054341 SEPT CROSS CONNECTION/SWITCH 66736 10/1/2019 10/1/2019 18 80.00 80.00 DATA01 Total 1,179.07

ZURIXX LLC : US EQUI001 EQUIMINE COMMON 054513 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 4,100.00 ZURIXX LLC : US EQUI001 EQUIMINE COMMON 054353 WK OF 9/29 PROPFINDER SALES 9/29 PROPFINDER 9/29/2019 9/29/2019 20 2,400.00 2,400.00 EQUI001 Total 6,500.00

ZURIXX LLC : US HAVAS01 Havas Edge LLC COMMON 053632 HOUSTON RADIO CREDIT GLAL-RF0006 8/19/2019 1/2/1900 43755 (250.00) HAVAS01 Total (250.00)

ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053681 DENVER COMMISSIONS GUARANTEE DENVER GUARANTEE 11/28/2019 11/28/2019 -40 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053680 DENVER SPKR FEE FINAL PMT DENVER SPKR FEE 2 11/28/2019 11/28/2019 -40 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053679 DENVER SPEAKER FEE DEPOSIT DENVER SPKR FEE DEPO 10/30/2019 10/30/2019 -11 30,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 049812 OCT ENT SUMMT ROYALTY GUARNTEE OCT SUMMIT GUARANTEE 10/25/2019 10/25/2019 -6 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 049811 OCT ENT SUMMIT SPKR FEE PMT 2 OCT SUMMIT SPKR FEE2 10/25/2019 10/25/2019 -6 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053513 SAN DIEGO COMMISSION GUARANTEE SAN DIEGO GUARANTEE 11/14/2019 11/14/2019 -26 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053511 SAN DIEGO SPEAKER DEPOSIT SAN DIEGO SPKR DEPO. 10/17/2019 10/17/2019 2 30,000.00 30,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053512 SAN DIEGO SPEAKER FEE #2 SAN DIEGO SPKR FEE 2 11/14/2019 11/14/2019 -26 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053144 LAS VEGAS COMMISSION GUARANTEE VEGAS GUARANTEE 10/30/2019 10/30/2019 -11 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053143 LAS VEGAS SPKR FEE FINAL PMT VEGAS SPKR FEE 2 10/30/2019 10/30/2019 -11 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053678 W PALM BCH COMMISSN GUARANTEE WPALM BCH GUARANTEE 10/17/2019 10/17/2019 2 25,000.00 25,000.00 ZURIXX LLC : US HERJAVEC01 Herjavec Entertainment Corp COMMON 053677 W PALM BEACH SPKR FEE PMT 2 WPALM BCH SPKR FEE 2 10/17/2019 10/17/2019 2 25,000.00 25,000.00 HERJAVEC01 Total 310,000.00

ZURIXX LLC : US HFARR01 Hilary Farr Entertainment Inc. COMMON 054518 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 7,973.09 7,973.09 HFARR01 Total 7,973.09

ZURIXX LLC : US INFINI01 InfiniSource Benefit Services COMMON 054339 SEPT FEE MYHRCOUNSEL SVC 90775361 9/25/2019 9/25/2019 24 80.00 80.00 INFINI01 Total 80.00

ZURIXX LLC : US KIRTON01 Kirton McConkie COMMON 054351 CLIENT MATTER 30101-2 1574347 9/10/2019 9/10/2019 39 3,915.00 3,915.00 KIRTON01 Total 3,915.00

ZURIXX LLC : US L5A001 L5 Advisors COMMON 054526 FAST START MENTORING L51108FSBC-101419 10/14/2019 10/18/2019 1 39,500.00 31,600.00 ZURIXX LLC : US L5A001 L5 Advisors COMMON 054525 ONE ON ONE MENTORING L54110 1:1 10/14/2019 10/18/2019 1 12,000.00 9,600.00 ZURIXX LLC : US L5A001 L5 Advisors COMMON 054527 SPKR FEE SUCCESS ACCELERATOR L55009 10/14/2019 10/18/2019 1 5,000.00 5,000.00 L5A001 Total 56,500.00

ZURIXX LLC : US LEARN01 Learning Markets LLC COMMON 054543 SEPT/OCT LMS LICENSE DATA TOOL 942 10/18/2019 10/18/2019 1 19,175.00 LEARN01 Total 19,175.00

ZURIXX LLC : US LEVEL3001 Level 3 Communications LLC COMMON 054407 OCT PHONE BILL/ADVANCED REE 85189643 10/1/2019 10/31/2019 -12 2,271.22 LEVEL3001 Total 2,271.22

ZURIXX LLC : US MAGEN01 Magensa LLC COMMON 054541 MAGENSA ANNUAL SERVICE 950000905 9/25/2019 10/25/2019 -6 30.00 MAGEN01 Total 30.00

ZURIXX LLC : US MEDIABANDIT01 MediaBandit COMMON 054537 SEPT MEDIA COACH19 DJ18 RH3GC 4853 10/15/2019 10/15/2019 4 16,000.00 16,000.00 MEDIABANDIT01 Total 16,000.00

ZURIXX LLC : US NATURES01 Nature's Harvests COMMON 054338 OCT FRUIT BASKETS 580 10/3/2019 10/3/2019 16 103.00 103.00 NATURES01 Total 103.00

ZURIXX LLC : US NHOLZA01 Nate Holzapfel LLC COMMON 054515 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 997.46 ZURIXX LLC : US NHOLZA01 Nate Holzapfel LLC COMMON 054356 WK OF 9/29 COMMISSIONS 9/29 COMMISSIONS 10/8/2019 10/8/2019 11 1,260.72 1,260.72 NHOLZA01 Total 2,258.18 Case 2:19-cv-00713-DAK-EJF Document 71-7 Filed 12/13/19 Page 5 of 7

Company Vendor ID Vendor Name Class Voucher Reference Invoice Invoice Date Due Date Days Out Amount AP to Pay

ZURIXX LLC : US PREPG01 PREMIUM PROTECTION GROUP COMMON 054512 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 2,555.00 ZURIXX LLC : US PREPG01 PREMIUM PROTECTION GROUP COMMON 054352 WK 9/29 PREMIUM WEALTH 9/29 PREMIUM WEALTH 9/29/2019 9/29/2019 20 4,270.00 4,270.00 PREPG01 Total 6,825.00

ZURIXX LLC : US PROP001 PROPERTY FARM COMMON 054514 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 1,800.00 1,800.00 ZURIXX LLC : US PROP001 PROPERTY FARM COMMON 054355 WK OF 9/29 PROPFARM FULFILMT 9/29 PROP FARM 9/29/2019 9/29/2019 20 7,800.00 7,800.00 PROP001 Total 9,600.00

ZURIXX LLC : US RNICH01 Rich Nicholes Entertainment COMMON 054532 LV SUMMIT AV/PRODUCTION LABOR 20191009VEGAS 10/8/2019 10/18/2019 1 17,987.50 17,987.50 RNICH01 Total 17,987.50

ZURIXX LLC : US SAFEH01 Safe Harbor Advantage LLC COMMON 054342 WK 9/28 TAX SETUPS/7 STUDENTS 504 9/28/2019 9/28/2019 21 3,125.00 3,125.00 ZURIXX LLC : US SAFEH01 Safe Harbor Advantage LLC COMMON 054536 WK 10/5 TAX SETUPS/6 STUDENTS 507 10/5/2019 10/5/2019 14 2,625.00 ZURIXX LLC : US SAFEH01 Safe Harbor Advantage LLC COMMON 054535 WK 10/12 TAX SETUPS/3 STUDENTS 508 10/12/2019 10/12/2019 7 1,125.00 SAFEH01 Total 6,875.00

ZURIXX LLC : US SHARK01 Shark Branding Corp COMMON 054334 VEGAS ENT SUMMIT SPKR FEE 10-7-19 ZU 10/18/2019 10/18/2019 1 15,000.00 15,000.00 ZURIXX LLC : US SHARK01 Shark Branding Corp COMMON 054516 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 16,972.82 16,972.82 ZURIXX LLC : US SHARK01 Shark Branding Corp COMMON 054511 10/6 Fulfillment 10/6 FULFILLMENT 10/17/2019 10/17/2019 2 50.00 50.00 ZURIXX LLC : US SHARK01 Shark Branding Corp COMMON 054530 NOV SOCIAL MEDIA SVCS NOV 2019 ZU 10/15/2019 11/1/2019 -13 5,000.00 SHARK01 Total 37,022.82

ZURIXX LLC : US SHRED001 SHRED-IT USA COMMON 054539 SHREDDER SVCS PREMIER PURGE 8128346639 10/15/2019 11/8/2019 -20 117.60 SHRED001 Total 117.60

ZURIXX LLC : US TAREK01 T&B Seminars COMMON 054522 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 148.03 148.03 ZURIXX LLC : US TAREK01 T&B Seminars COMMON 054319 3RD QTR MINIMUM GUARANTEE 3RD QTR MINIMUM GUAR 9/30/2019 12/31/2019 -73 210,187.38 TAREK01 Total 210,335.41

ZURIXX LLC : US TWOCHI01 Two Chicks and a Hammer, Inc. COMMON 054519 10/6 Commissions 10/6 COMMISSIONS 10/17/2019 10/17/2019 2 469.77 469.77 TWOCHI01 Total 469.77

ZURIXX LLC : US VERTICAL01 Vertical Info Connection LLC COMMON 054062 FULFILLMENT SOFTWARE FINAL 50% 7892 FINAL 50% 10/18/2019 11/8/2019 -20 3,750.00 VERTICAL01 Total 3,750.00

ZURIXX LLC : US XOCOM01 XO Communications/Verizon COMMON 054534 OCT INTERNET BILL 0329649901 10/8/19 10/8/2019 11/1/2019 -13 3,363.29 XOCOM01 Total 3,363.29

ZURIXX LLC : US YOUR001 Your Entity Solution LLC COMMON 054328 STANDARD COST 2ND HALF OCT 18904 10/1/2019 10/18/2019 1 14,186.00 14,186.00 YOUR001 Total 14,186.00

ZURIXX LLC : US MEETING01 The Meeting House VENUE 054337 PREVIEW VENUE RENTAL 7760 10/6/2019 10/6/2019 13 1,800.00 1,800.00 MEETING01 Total 1,800.00

ZURIXX LLC : US SAVOY01 1847549 Ontario Limited T/A SavoyVENUE 054414 11/20 VENUE DEPOSIT 11/10 VENUE DEPOSIT 10/10/2019 10/10/2019 9 2,296.18 2,296.18 SAVOY01 Total 2,296.18

ZURIXX LLC : PR AMER01 American Name Services MKTG 013591 WK 47 TORO WIND 74103 10/15/2019 10/15/2019 4 6,614.57 6,614.57 ZURIXX LLC : PR AMER01 American Name Services MKTG 013548 WK 46 PORTLD/FRES/ONTAR/FTMYER 74209C 9/24/2019 9/24/2019 25 34,118.87 34,118.87 ZURIXX LLC : PR AMER01 American Name Services MKTG 013549 WK 47 TULSA/HARRISBURG 74209D 9/24/2019 9/24/2019 25 15,083.44 ZURIXX LLC : PR AMER01 American Name Services MKTG 013590 WK 48 KNOXVILLE/ALBUQUERQUE 74363A 10/8/2019 11/6/2019 -18 11,124.62 ZURIXX LLC : PR AMER01 American Name Services MKTG 013547 DENVER FINAL NUMBERS 74492 10/2/2019 10/2/2019 17 12,816.91 ZURIXX LLC : PR AMER01 American Name Services MKTG 013546 WKS 36-39 FILE INPUT/ANALYSIS 74653 10/7/2019 10/7/2019 12 3,398.94 AMER01 Total 83,157.35

ZURIXX LLC : PR CONSULT01 ConsultNet MKTG 013553 WK 9/28 MKTG HRS JACKSON LUND 302197 9/28/2019 9/28/2019 21 2,781.80 2,781.80 ZURIXX LLC : PR CONSULT01 ConsultNet MKTG 013592 WK 10/5 MKGT HRS JACKSON LUND 302594 10/5/2019 11/5/2019 -17 2,598.06 CONSULT01 Total 5,379.86

ZURIXX LLC : PR DIGITAL01 Digital Target Marketing LLC MKTG 013544 DC/NO VA DIGITAL MARKETING ADS ZUR-103 10/11/2019 10/11/2019 8 57,500.00 ZURIXX LLC : PR DIGITAL01 Digital Target Marketing LLC MKTG 013545 TACOMA DIGITAL MARKETING ADS ZUR-104 10/11/2019 10/11/2019 8 11,500.00 11,500.00 DIGITAL01 Total 69,000.00

ZURIXX LLC : PR HOGAN01 Hogan Lovells MKTG 013551 SEPT CRISIS MGMT SVC/DJ ISSUE 22200077672 10/3/2019 10/24/2019 -5 3,600.00 HOGAN01 Total 3,600.00

ZURIXX LLC : PR MELTWATER01 Meltwater News US Inc MKTG 013552 REP MGMT ALL BRANDS/1 YR LICNS IN-S151-493149. 9/30/2019 10/30/2019 -11 11,500.00 Case 2:19-cv-00713-DAK-EJF Document 71-7 Filed 12/13/19 Page 6 of 7

Company Vendor ID Vendor Name Class Voucher Reference Invoice Invoice Date Due Date Days Out Amount AP to Pay MELTWATER01 Total 11,500.00

ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013635 SAN MATEO PRINT/SHIP CREDIT 403043417750 10/14/2019 1/2/1900 43755 (817.50) ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013624 DJ EMAIL CAMPAIGNS 61244 10/16/2019 10/16/2019 3 1,084.47 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013326 OKLAHOMA INVITES FINAL 50% 61305 FINAL 50% 10/18/2019 10/18/2019 1 10,366.22 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013317 PITTSBURGH INVITES FINAL 50% 61306 FINAL 50% 10/18/2019 10/18/2019 1 5,537.24 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013324 DOVER INVITES FINAL 50% 61307 FINAL 50% 10/18/2019 10/18/2019 1 9,866.89 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013315 LONG BEACH INVITES FINAL 50% 61308 FINAL 50% 10/18/2019 10/18/2019 1 4,946.17 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013321 W PALM BEACH INVITES FINAL 50% 61309 FINAL 50% 10/18/2019 10/18/2019 1 4,583.63 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013380 TACOMA INVITES FINAL 50% 61311 FINAL 50% 10/31/2019 10/31/2019 -12 2,312.04 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013384 DETROIT INVITATIONS FINAL 50% 61312 FINAL 50% 10/31/2019 10/31/2019 -12 4,571.68 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013377 ATLANTA INVITES FINAL 50% 61313 FINAL 50% 10/31/2019 10/31/2019 -12 7,983.03 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013372 SAN MATEO INVITES FINAL 50% 61314 FINAL 50% 10/31/2019 10/31/2019 -12 827.03 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013414 COLUMBIA INVITES FINAL 50% 61316 FINAL 50% 11/8/2019 11/8/2019 -20 4,298.61 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013417 DC/NO VA INVITATIONS FINAL 50% 61317 FINAL 50% 11/8/2019 11/8/2019 -20 4,268.65 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013412 PHOENIX INVITES FINAL 50% 61318 FINAL 50% 11/8/2019 11/8/2019 -20 4,386.54 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013421 LAS VEGAS INVITES FINAL 50% 61319 FINAL 50% 11/8/2019 11/8/2019 -20 4,279.62 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013466 RALEIGH INVITATIONS FINAL 50% 61321 FINAL 50% 11/15/2019 11/15/2019 -27 3,473.75 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013459 LONG ISLAND INVITES FINAL 50% 61322 FINAL 50% 11/15/2019 11/15/2019 -27 8,172.72 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013453 NORFOLK INVITATIONS FINAL 50% 61323 FINAL 50% 11/15/2019 11/15/2019 -27 4,460.03 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013462 WHITE PLAINS INVITES FINAL 50% 61324 FINAL 50% 11/15/2019 11/15/2019 -27 6,667.48 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013374 BROWNSVILLE INVITES FINAL 50% 61420 FINAL 50% 10/31/2019 10/31/2019 -12 1,569.70 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013625 HF EMAIL SMS CAMPAIGNS 61426 10/16/2019 10/16/2019 3 621.72 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013609 WILL TO WIN REMINDERS 61427 10/8/2019 10/8/2019 11 495.01 495.01 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013611 FLIP IT FORWARD REMINDERS 61428 10/8/2019 10/8/2019 11 108.00 108.00 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013605 TAREK/CHRISTINA ONLY CAMPAIGN 61429 10/8/2019 10/8/2019 11 294.35 294.35 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013626 WK 36 SMS REMINDERS 61430 10/14/2019 10/14/2019 5 306.90 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013627 ANAHEIM LIVE MATCH UP 61434 10/14/2019 10/14/2019 5 233.50 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013628 GC EMAIL CAMPAIGNS 61437 10/14/2019 10/14/2019 5 514.08 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013456 LUBBOCK INVITATIONS FINAL 50% 61441 FINAL 50% 11/15/2019 11/15/2019 -27 3,227.85 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013502 INDIANAPOLIS INVITES FINAL 50% 61442 FINAL 50% 11/22/2019 11/22/2019 -34 2,571.62 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013499 BALTIMORE INVITATIONS FINAL50% 61443 FINAL 50% 11/22/2019 11/22/2019 -34 2,691.44 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013505 ORLANDO INVITATIONS FINAL 50% 61444 FINAL 50% 11/22/2019 11/22/2019 -34 5,683.61 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013508 SAN DIEGO INVITATIONS FINAL50% 61445 FINAL 50% 11/22/2019 11/22/2019 -34 3,761.33 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013559 SLC/ORLAND/INDIE/BALT ARTWORK 61446 10/9/2019 10/9/2019 10 502.20 502.20 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013571 COLUMBUS INVITES FINAL 50% 61447 FINAL 50% 11/29/2019 11/29/2019 -41 3,081.75 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013565 TAMPA/ST PETE INVITES FINAL50% 61448 FINAL 50% 11/29/2019 11/29/2019 -41 2,847.67 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013567 SAN ANTONIO INVITES FINAL 50% 61449 FINAL 50% 11/29/2019 11/29/2019 -41 3,015.73 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013569 PHILADELPHIA INVITES FINAL 50% 61450 FINAL 50% 11/29/2019 11/29/2019 -41 5,147.71 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013598 WK45 ARTWORK 61451 10/10/2019 10/10/2019 9 761.67 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013597 WK 46 ARTWORK 61457 10/10/2019 10/10/2019 9 460.35 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013600 WK 47 ARTWORK 61462 10/10/2019 10/10/2019 9 334.80 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013629 WK 40 WORKSHOP EMAILS 61489 10/14/2019 10/14/2019 5 1,055.84 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013601 WK 49 ARTWORK 61540 10/10/2019 10/10/2019 9 560.79 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013599 WK 48 ARTWORK 61541 10/10/2019 10/10/2019 9 401.76 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013586 PREVIEW SHIPPING 4 MKTS 61549 10/7/2019 10/7/2019 12 721.09 721.09 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013561 W PALM BEACH SHIPPING 61564 10/9/2019 10/9/2019 10 7,575.34 7,575.34 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013576 RETURN SHIPPING ANAHEIM PREV 61567 10/7/2019 10/7/2019 12 274.19 274.19 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013583 BROWNSVILLE CONFIRMATIONS 61569 10/7/2019 10/7/2019 12 444.79 444.79 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013585 BROWNSVILLE CONFIRMS POSTAGE 61569P 10/7/2019 10/7/2019 12 69.85 69.85 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013581 ATLANTA CONFIRMATIONS 61570 10/7/2019 10/7/2019 12 666.95 666.95 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013587 ATLANTA CONFIRMS POSTAGE 61570P 10/7/2019 10/7/2019 12 272.80 272.80 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013588 DETROIT CONFIRMATIONS 61571 10/7/2019 10/7/2019 12 370.30 370.30 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013589 DETROIT CONFIRMATIONS POSTAGE 61571P 10/7/2019 10/7/2019 12 133.10 133.10 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013578 TACOMA CONFIRMATIONS 61572 10/7/2019 10/7/2019 12 151.84 151.84 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013584 TACOMA CONFIRMS POSTAGE 61572P 10/7/2019 10/7/2019 12 29.15 29.15 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013577 WK 38 INVESTOR SUMMIT EMAILS 61573 10/7/2019 10/7/2019 12 581.63 581.63 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013582 NEXT LEVEL MATERIALS+1OX/W2S 61580 10/7/2019 10/7/2019 12 4,771.60 4,771.60 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013572 10X/NEXT/W2W/MISC MATERIALS 61582 10/7/2019 10/7/2019 12 18,769.13 18,769.13 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013562 OMNIW/W2W ORDER FORMS+ARTWK 61585 10/9/2019 10/9/2019 10 1,297.62 1,297.62 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013580 WORKSHOP SHIPPING 9 MKTS 61590 10/7/2019 10/7/2019 12 1,806.10 1,806.10 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013603 PREVIEW SHIPPING CHARGES 61591 10/9/2019 10/9/2019 10 754.30 754.30 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013579 SAN MATEO EXPO SHIPPING 61595 10/7/2019 10/7/2019 12 1,180.60 1,180.60 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013560 INVESTOR SUMMIT CARDS/BADGES 61596 10/9/2019 10/9/2019 10 551.61 551.61 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013607 WORKSHOP RETURNS 61603 10/9/2019 10/9/2019 10 208.19 208.19 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013630 PREVIEW RETURNS 61604 10/16/2019 10/16/2019 3 85.87 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013610 WK 34 REMINDERS 61605 10/8/2019 10/8/2019 11 349.49 349.49 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013631 LAS VEGAS LIVE CONFIRMATIONS 61606 10/14/2019 10/14/2019 5 448.15 Case 2:19-cv-00713-DAK-EJF Document 71-7 Filed 12/13/19 Page 7 of 7

Company Vendor ID Vendor Name Class Voucher Reference Invoice Invoice Date Due Date Days Out Amount AP to Pay ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013632 LAS VEGAS LIVE CONFIRM POSTAGE 61606P 10/14/2019 10/14/2019 5 150.70 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013633 COLUMBIA CONFIRMATIONS 61607 10/14/2019 10/14/2019 5 414.14 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013634 COLUMBIA CONFIRM POSTAGE 61607P 10/14/2019 10/14/2019 5 144.65 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013613 DC/VA WEEKLY CONFIRMATIONS 61608 10/14/2019 10/14/2019 5 93.49 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013614 PHOENIX CONFIRMATIONS 61609 10/14/2019 10/14/2019 5 262.87 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013615 PHOENIX POSTAGE CONFIRMATIONS 61609P 10/14/2019 10/14/2019 5 67.65 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013602 WK 35 SMS REMINDERS 61610 10/9/2019 10/9/2019 10 348.93 348.93 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013616 SAN MATEO RETURN SHIPPING 61618 10/16/2019 10/16/2019 3 420.97 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013604 OCT VEGAS SUMMIT SHIPPING 61619 10/9/2019 10/9/2019 10 6,534.15 6,534.15 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013617 WORKSHOP SHIPPING 61620 10/16/2019 10/16/2019 3 2,757.55 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013618 PREVIEW SHIPPING 61621 10/16/2019 10/16/2019 3 392.97 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013563 SHIPPING OF REAL ESTATE KITS 61624 10/9/2019 10/9/2019 10 170.15 170.15 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013606 WK 39 WORKSHOP REMINDERS 61630 10/8/2019 10/8/2019 11 1,152.68 1,152.68 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013608 WK 40 PREVIEW REMINDERS 61631 10/8/2019 10/8/2019 11 1,700.29 1,700.29 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013619 WK 36-39 WORKSHOP CAMPAIGNS 61632 10/14/2019 10/14/2019 5 2,745.00 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013620 WK 35-38 EMAIL CONFIRMATIONS 61633 10/14/2019 10/14/2019 5 306.00 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013621 WK 41 EMAIL REMINDERS 61634 10/14/2019 10/14/2019 5 1,028.92 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013622 WORKSHOP RETURNS 61653 10/14/2019 10/14/2019 5 112.71 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013623 VEGAS LIVE SHIPPING 61655 10/16/2019 10/16/2019 3 1,044.75 ZURIXX LLC : PR PECZUH01 Peczuh Printing MKTG 013612 SAN MATEO VIP SHIPPING 61656 10/16/2019 10/16/2019 3 1,225.61 PECZUH01 Total 194,105.55

ZURIXX LLC : PR WEB01 Web Builder Pro MKTG 013593 LOGOS AND 1 YR MEMBERSHIPS 1287 10/14/2019 10/14/2019 5 11,025.00 WEB01 Total 11,025.00

ZURIXX LLC : PR ATTPR01 AT&T Mobility Puerto Rico PR COMMON 013594 OCT 10 PHONE BILL 11943581 10/10/2019 11/8/2019 -20 2,198.64 ATTPR01 Total 2,198.64

ZURIXX LLC : PR CAC01 CAC Investment Ventures LLC PR COMMON 012933 PERSONAL TAX SVC LLM&D #4150 CM FOR LLM&D #4150 6/26/2019 1/2/1900 43755 (1,125.00) CAC01 Total (1,125.00)

ZURIXX LLC : PR MOREXT01 MORALES EXTERMINATING PR COMMON 013596 PR OFFICE EXTERMINATION 5862 10/10/2019 10/10/2019 9 50.00 50.00 MOREXT01 Total 50.00

ZURIXX LLC : PR PARR01 Parr Brown Gee & Loveless PR COMMON 013595 CANADA REGISTRATION/SETUP 871727 10/11/2019 10/11/2019 8 4,192.77 4,192.77 PARR01 Total 4,192.77

ZURIXX LLC : PR RICOH001 Ricoh PR COMMON 013555 3RD QUARTER COPY CHARGES 2000458073 9/26/2019 9/26/2019 23 862.72 862.72 RICOH001 Total 862.72

ZURIXX LLC : PR ZURI003 Zurixx Financial PR COMMON 012934 PERSONAL TAX SVC LLM&D #4150 CM FOR LLM&D #4150 6/26/2019 1/2/1900 43755 (1,500.00) ZURI003 Total (1,500.00)

Grand Total 1,870,122.42 Case 2:19-cv-00713-DAK-EJF Document 71-8 Filed 12/13/19 Page 1 of 3

EXHIBIT “A6” Case 2:19-cv-00713-DAK-EJF Document 71-8 Filed 12/13/19 Page 2 of 3

Zurixx, LLC, et al. Daily Financial Summary Report Holiday- No Activity 10/2/2019 10/7/2019 10/8/2019 10/9/2019 10/10/2019 10/11/2019 10/14/2019 10/15/2019 10/16/2019 Cash Flow Total Deposits (includes credit card refunds shown below) $236,708.29 $44,180.04 $235,280.55 $357,629.64 $185,589.00 $0.00 $793,088.49 $328,918.09 Total Disbursements (includes cash refunds shown below) ($959,781.69) ($120,476.45) ($698,193.06) ($556,023.63) ($744,951.13) $0.00 ($626,529.59) ($66,590.03) Net Cash Flow ($723,073.40) ($76,296.41) ($462,912.51) ($198,393.99) ($559,362.13) $0.00 $166,558.90 $262,328.06

Refunds Credit Card Refunds $0.00 $0.00 ($51,953.00) ($109,229.93) ($32,762.21) $0.00 ($1,000.00) ($107,983.50) Check refunds $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 1-Total Refunds $0.00 $0.00 ($51,953.00) ($109,229.93) ($32,762.21) $0.00 ($1,000.00) ($107,983.50)

Bank Account Ending Balances Entity Bank Account # Zurixx, LLC Chase X6538 $2,348,290.12 $2,071,193.67 $2,120,863.67 $1,519,662.56 $1,107,041.38 $1,273,059.78 $1,273,059.78 $1,432,839.78 $1,662,644.97 Zurixx, LLC Chase X6553 $58,575.00 $93,926.50 $93,926.50 $90,158.00 $121,635.97 $46,635.97 $46,635.97 $46,635.97 $46,635.97 Zurixx, LLC Chase X3915 $78,351.05 $81,212.97 $44,855.66 $50,399.87 $22,536.46 $13,328.75 $13,328.75 $28,412.94 $28,287.16 Zurixx, LLC Chase X6385 $59,707.70 $27,757.70 $39,154.85 $39,154.85 $39,154.85 $19,154.85 $19,154.85 $29,351.50 $25,561.87 Zurixx, LLC Chase X9922 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 Brand Management Holdings LLC Chase X2179 $129,235.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 Richardson Law Group Chase X3955 $8,660.44 $8,660.44 $8,602.64 $8,602.64 $8,602.64 $8,602.64 $8,602.64 $6,605.62 $6,605.62 Zurixx LLC First Bank PR X4681C $4,429.06 $176,519.79 $94,844.10 $33,928.23 $22,003.47 $16,898.38 $16,898.38 $81,322.38 $38,425.21 Zurixx LLC First Bank PR X4681S $1,662.80 $793.66 $793.66 $793.66 $793.66 $793.66 $793.66 $793.66 $793.66 Zurixx, LLC Bank of America X9873 $1,537,951.86 $447,965.31 $431,217.94 $618,250.34 $933,492.96 $264,243.73 $264,243.73 $261,272.79 $176,256.81 Global Learning Alliance LLC Bank of America X2938 $388,992.97 $452,708.84 $456,809.40 $456,273.93 $456,273.93 $482,273.93 $482,273.93 $514,439.46 $551,450.88 M22-Qualpay Bank of America X9860 $39,214.01 $43,188.98 $43,188.98 $42,191.98 $5,000.00 $5,000.00 $5,000.00 ($66,968.51) $3,871.50 M4A-Meritus Bank of America X9802 $32,828.37 $19,713.37 $33,087.42 $18,719.25 $13,406.00 $5,000.00 $5,000.00 ($16,152.00) $7,500.00 DBA Premier Fin. Training Bank of America X9789 $78,019.24 $57,066.24 $35,566.24 $61,863.24 $61,663.24 $97,250.74 $97,250.74 $80,247.74 $113,095.74 Success Formula Bank of America X9857 $50,000.00 $48,500.00 $50,000.00 $50,000.00 $0.00 $0.00 $0.00 $0.00 $0.00 Operating Accounts Subtotal $4,821,658.18 $3,664,113.03 $3,587,816.62 $3,124,904.11 $2,926,510.12 $2,367,147.99 $2,367,147.99 $2,533,706.89 $2,796,034.95 RE Cash Source, LLC Chase X6561 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 CJ Seminar Holdings, LLC Chase X8388 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 Carlson Development Group LLC First Bank PR X1597 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 Zurixx Financial LLC First Bank PR X1608 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 Subtotal $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 Total Balances $5,374,540.04 $4,216,994.89 $4,140,698.48 $3,677,785.97 $3,479,391.98 $2,920,029.85 $2,920,029.85 $3,086,588.75 $3,348,916.81

Merchant Reserve Account Balances M4A-Meritus-AdvancedREE $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 M14-EMS-Success Path $1,774,415.11 $1,775,112.96 $1,775,112.96 $1,780,186.46 $1,785,074.11 $1,790,106.09 $1,795,385.79 M51-EMS-Chuckanut $573,609.37 $573,609.37 $573,609.37 $575,461.72 $588,619.72 $591,051.85 $594,635.60 M52-AMEX-Chuckanut (not being used) * $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 M71-Cynergy (RLG/AMEX) (not being used) * $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 M71-Cynergy (RLG) $418,419.47 $418,419.47 $418,419.47 $418,419.47 $418,419.47 $444,715.18 $444,715.18 M22-Qualpay-Launch Academy $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 M23-Qualpay-Flipping Formula $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 M24-Qualpay-Success Path $20,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 M81-EMS-Education Services $599,333.68 $603,587.11 $603,587.11 $610,852.87 $615,814.15 $621,017.07 $625,453.97 M91-Paysafe (not being used) * $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 M91-Paysafe (AMEX) (not being used) * $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Reserve Account Balances $4,410,777.63 $4,415,728.91 $4,415,728.91 $4,429,920.52 $4,452,927.45 $4,491,890.19 $4,505,190.54 * Awaiting verification information from Zurixx CFO Case 2:19-cv-00713-DAK-EJF Document 71-8 Filed 12/13/19 Page 3 of 3

Zurixx, LLC, et al. Daily Financial Summary Report

10/17/2019 10/18/2019 10/21/2019 10/22/2019 10/23/2019 10/24/2019 10/25/2019 10/28/2019 10/29/2019 Cash Flow Total Deposits (includes credit card refunds shown below) $375,657.87 $163,846.55 $229,673.24 $414,034.43 $53,971.31 $79,163.42 $358,297.18 $168,111.47 $129,599.38 Total Disbursements (includes cash refunds shown below) ($29,289.06) ($443,605.41) ($37,206.01) ($95,496.41) ($545,926.01) ($131,550.42) ($349,335.07) ($41,951.18) ($243,985.93) Net Cash Flow $346,368.81 ($279,758.86) $192,467.23 $318,538.02 ($491,954.70) ($52,387.00) $8,962.11 $126,160.29 ($114,386.55)

Refunds Credit Card Refunds ($35,192.50) $0.00 ($41,625.85) ($42,668.50) ($1,978.38) $0.00 ($797.00) $0.00 ($9,891.00) Check refunds $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 1-Total Refunds ($35,192.50) $0.00 ($41,625.85) ($42,668.50) ($1,978.38) $0.00 ($797.00) $0.00 ($9,891.00)

Bank Account Ending Balances Entity Bank Account # Zurixx, LLC Chase X6538 $1,419,606.97 $1,545,603.97 $1,729,074.97 $2,010,902.68 $1,553,944.48 $1,603,944.48 $1,325,694.48 $1,462,194.48 $1,493,274.79 Zurixx, LLC Chase X6553 $51,932.97 $70,229.97 $70,229.97 $93,481.97 $102,322.28 $102,322.28 $102,322.28 $101,522.28 $101,522.28 Zurixx, LLC Chase X3915 $28,671.78 $32,734.82 $32,613.38 $45,829.51 $45,249.51 $38,115.93 $43,771.16 $39,925.63 $19,344.70 Zurixx, LLC Chase X6385 $18,653.12 $27,260.92 $29,345.12 $29,345.12 $29,345.12 $10,048.12 $6,054.12 $6,054.12 $6,054.12 Zurixx, LLC Chase X9922 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 $5,740.04 Brand Management Holdings LLC Chase X2179 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 $129,165.52 Richardson Law Group Chase X3955 $6,605.62 $6,605.62 $6,605.62 $6,605.62 $6,605.62 $6,605.62 $6,605.62 $6,605.62 $6,605.62 Zurixx LLC First Bank PR X4681C $22,896.62 $22,496.77 $22,496.77 $21,996.77 $146,996.77 $81,252.41 $81,078.31 $81,078.31 $88,370.30 Zurixx LLC First Bank PR X4681S $793.66 $793.66 $793.66 $793.66 $793.66 $793.66 $793.66 $793.66 $793.66 Zurixx, LLC Bank of America X9873 $669,179.34 $278,227.48 $212,510.15 $702,752.33 $509,844.52 $546,276.46 $802,139.49 $783,083.25 $650,949.29 Global Learning Alliance LLC Bank of America X2938 $620,747.88 $620,747.88 $641,092.68 $151,592.68 $184,889.68 $184,889.68 $184,889.68 $203,105.74 $203,105.74 M22-Qualpay Bank of America X9860 $2,871.50 ($19,665.00) $6,335.00 $6,335.00 $1,644.00 $5,000.00 $35,061.95 $30,104.95 $29,307.95 M4A-Meritus Bank of America X9802 $1,852.00 ($17,451.00) $8,955.00 $8,955.00 $5,000.00 $5,000.00 $4,800.00 $4,903.00 $4,903.00 DBA Premier Fin. Training Bank of America X9789 $163,686.74 $159,726.74 $159,726.74 $148,226.74 $148,226.74 $98,226.74 $98,226.74 $98,226.74 $97,229.74 Success Formula Bank of America X9857 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Operating Accounts Subtotal $3,142,403.76 $2,862,217.39 $3,054,684.62 $3,361,722.64 $2,869,767.94 $2,817,380.94 $2,826,343.05 $2,952,503.34 $2,836,366.75 RE Cash Source, LLC Chase X6561 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 $294,568.56 CJ Seminar Holdings, LLC Chase X8388 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 $42,914.08 Carlson Development Group LLC First Bank PR X1597 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 $133,775.09 Zurixx Financial LLC First Bank PR X1608 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 $81,624.13 Subtotal $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 $552,881.86 Total Balances $3,695,285.62 $3,415,099.25 $3,607,566.48 $3,914,604.50 $3,422,649.80 $3,370,262.80 $3,379,224.91 $3,505,385.20 $3,389,248.61

Merchant Reserve Account Balances M4A-Meritus-AdvancedREE $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 M14-EMS-Success Path $1,795,385.79 $1,795,385.79 $1,816,083.29 $1,816,083.29 $1,818,845.64 $1,828,088.69 $1,834,990.64 $1,837,780.34 $1,839,395.19 M51-EMS-Chuckanut $600,351.80 $602,303.60 $602,303.60 $602,303.60 $602,303.60 $602,303.60 $602,303.60 $602,303.60 $602,303.60 M52-AMEX-Chuckanut (not being used) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 M71-Cynergy (RLG/AMEX) (not being used) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 M71-Cynergy (RLG) $444,715.18 $444,715.18 $444,715.18 $444,715.18 $444,715.18 $444,715.18 $444,715.18 $444,715.18 $444,715.18 M22-Qualpay-Launch Academy $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 M23-Qualpay-Flipping Formula $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 $10,000.00 M24-Qualpay-Success Path $20,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 $20,000.00 M81-EMS-Education Services $625,453.97 $631,786.77 $631,786.77 $632,286.77 $632,286.77 $635,110.02 $636,989.87 $638,600.12 $639,404.87 M91-Paysafe (not being used) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 M91-Paysafe (AMEX) (not being used) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total Reserve Account Balances $4,510,906.74 $4,519,191.34 $4,539,888.84 $4,540,388.84 $4,543,151.19 $4,555,217.49 $4,563,999.29 $4,568,399.24 $4,570,818.84 * Awaiting verification information from Zurixx CFO Case 2:19-cv-00713-DAK-EJF Document 71-9 Filed 12/13/19 Page 1 of 2

EXHIBIT “A7” Case 2:19-cv-00713-DAK-EJF Document 71-9 Filed 12/13/19 Page 2 of 2

Weekly AMEX Budget By Activity Weekly Buget by Cardholder Weekly Team Count 3 Individual Amount Interval Who pays Sub Total Weekly Total Card Holders Weekly Budget Preview Teams Count Preview SD* Flights 5 600 Per Week Hess 3,000 9,000 Brad Biggerstaff 5,830 Hotel 5 200 Per night SD 5,000 15,000 Rich Davis 5,830 Rental Car 1 400 Per week SD 400 1,200 Maurice Right 5,830 Fuel 1 80 Per week SD 80 240 John Bukely 5,830 Office Supplies 1 50 Per week SD 50 150 Eric Brown 5,830 Baggage 1 300 Per week SD 300 900 Venue 5 2500 Per week Venue Card 12,500 37,500 Workshop SD* Chad Lawson 700 Workshops Teams Count Scott Alger 700 Flights 6 600 Per Week Hess 3,600 10,800 Garth Satui 700 Hotel 6 200 Per night Venue Card 3,600 10,800 Boyd Hoffman 700 Venue 2 10000 Per Week Venue Card 20,000 60,000 Office Supplies 2 50 Per week SD 100 300 Managers Baggage 2 300 Per week SD 600 1,800 Sean Mangold 3,000 Balaji Mudliar 3,000 Manager Budget 2 3000 6,000 6,000 Hess (Travel) Marketing Budget 1 180000 Per week Marketing 180,000 180,000 Matthew Magistro 19,800

Rob Greenland 1 5000 Per Week Office 5,000 5,000 Venues Shane Adrus (2 Cards) 108,300 Matthew Magistro 1 2000 Per Week Office 2,000 2,000 Marketing Total Weekly AMEX Budget 340,690 Andrew Way (5 Cards) 180,000

Office/Logistics Rob Greenland 5,000

Software/Communications Matthew Magistro 2,000

Total Weekly Budget 340,690

*3 SD per week spend Case 2:19-cv-00713-DAK-EJF Document 71-10 Filed 12/13/19 Page 1 of 4

EXHIBIT “A8” Case 2:19-cv-00713-DAK-EJF Document 71-10 Filed 12/13/19 Page 2 of 4

2013 2014 2015 2016 2017 2018 2019 I Emp # Name Dept Type Dept Title Job Title Start Date Total Total Total Total Total Total Total Weekly Rate After 10-14-19 Hourly Rate 146 Chad Olson 120 EmployeeBack End (Tele Sales) Telesales Director I 9/1/2013 $ 106,325.99 $ 715,204.99 $ 1,0 65,833.06 $ 1,0 57,962.55 $ 707,084.86 $ 1,0 54,080.57 $ 77 1,068.29 Commission 29 Michael Grow 120 EmployeeBack End (Tele Sales) Telesales Rep 11/19/2012 $ 218,281.83 $ 267,058.04 $ 552,885.43 $ 583,937.04 $ 341,899.98 $ 520,833.08 $ 42 4,754.09 Commission 30 Genevieve Hayward 120 EmployeeBack End (Tele Sales) Telesales Rep 11/19/2012 $ 278,538.01 $ 306,807.97 $ 361,583.38 $ 255,143.39 $ 155,471.57 $ 224,351.61 $ 12 0,673.07 Commission 81 Michael Clasen 120 EmployeeBack End (Tele Sales) Telesales Rep 7/1/2013 $ 1,134.00 $ - $ - $ - $ - $ 224,627.76 $ 12 0,673.07 Commission 116 Todd Shinsel 120 EmployeeBack End (Tele Sales) Telesales Rep 7/15/2013 $ 37,138.38 $ 168,614.29 $ 239,450.00 $ 182,975.97 $ 116,414.53 $ 121,227.34 $ 96,107.15 Commission 147 Christopher Young 120 EmployeeBack End (Tele Sales) Telesales Rep 9/1/2013 $ 75,460.50 $ 556,635.49 $ 749,093.91 $ 720,067.17 $ 487,282.44 $ 759,444.67 $ 55 0,006.63 Commission 304 Daniel Altamirano 120 EmployeeBack End (Tele Sales) Telesales Rep 9/1/2014 $ - $ 73,880.89 $ 523,769.12 $ 576,261.50 $ 342,549.98 $ 502,285.59 $ 35 6,980.98 Commission 370 Scott Orison 120 EmployeeBack End (Tele Sales) Telesales Rep 2/9/2015 $ - $ - $ 505,578.10 $ 577,661.50 $ 342,499.98 $ 519,001.59 $ 42 3,021.59 Commission 538 Ben Olson 120 EmployeeBack End (Tele Sales) Telesales Rep 3/28/2016 $ - $ - $ - $ 330,811.09 $ 281,608.62 $ 384,506.87 $ 37 2,940.92 Commission 579 Jared Johnson 120 EmployeeBack End (Tele Sales) Telesales Rep 7/25/2016 $ - $ - $ - $ 81,243.16 $ 153,779.16 $ 210,179.01 $ 16 6,215.75 Commission 152 Jeremy Hymas 120 EmployeeBack End (Tele Sales) Telesales Team Lead 9/1/2013 $ 1,977.40 $ 80,829.77 $ 198,647.99 $ 269,966.80 $ 196,511.52 $ 233,268.27 $ 18 1,351.44 Commission 149 Edward Chahanovich 120 EmployeeBack End (Tele Sales) Telesales Rep 9/1/2013 $ 1,775.00 $ - $ - $ 68,854.26 $ 54,725.99 $ 70,229.48 $ 29,929.70 Commission 151 Gregory Ahleen 120 EmployeeBack End (Tele Sales) Telesales Rep 9/1/2013 $ 1,364.00 $ 27,510.34 $ 52,973.04 $ 40,301.94 $ 44,215.88 $ 37,905.77 $ 26,762.53 Commission 158 Steven Willey 220 EmployeeAP telesales Telesales Rep 4/30/2018 $ - $ - $ - $ - $ - $ - $ 3,847.50 Commission 353 Warren Ipson 120 EmployeeBack End (Tele Sales) Telesales Rep 1/26/2015 $ - $ - $ 35,986.19 $ 51,048.20 $ 39,268.20 $ 65,280.13 $ 30,444.23 Commission 770 Rocky Sheffield 120 EmployeeBack End (Tele Sales) Telesales Rep 1/2/2019 $ - $ - $ - $ - $ - $ - $ 31,745.03 Commission 375 Jacob "Rex" Berry 220 EmployeeAP telesales Telesales Team Lead 2/23/2015 $ - $ - $ 84,640.79 $ 156,105.30 $ 108,585.21 $ 106,408.99 $ 12 6,142.79 Commission 739 Meghan Johnson 220 EmployeeAP telesales Appt Setter 7/31/2018 -$ -$ $ - $ - -$ $ 7,985.00 $ 15,791.54 Commission 369 Lance Phillips 220 EmployeeAP telesales Telesales Rep 2/16/2015 $ - $ - $ 90,367.52 $ 118,685.39 $ 58,523.02 $ 60,911.45 $ 17,641.55 Commission 488 Mark Records 220 EmployeeAP telesales Telesales Rep 11/30/2015 $ - $ - $ 2,922.63 $ 112,869.60 $ 72,204.55 $ 59,921.56 $ 52,085.86 Commission

126 Carter Brown 250 EmployeeCoaching Coaching Director I 9/1/2013 $ 26,288.00 $ 83,649.00 $ 100,011.81 $ 121,417.61 $ 146,009.70 $ 151,499.96 $ 12 7,701.85 $ 2,776.44 $ 2,776.44 132 Mark Sanderson 250 EmployeeCoaching Coaching Curriculum 9/1/2013 $ 23,076.96 $ 80,769.42 $ 92,952.48 $ 95,570.13 $ 99,746.20 $ 113,711.51 $ 95,826.85 $ 2,120.19 $ 2,120.19 264 Erin Spainhower 250 EmployeeCoaching Administrative Assistant 6/9/2014 $ - $ 16,900.00 $ 35,085.83 $ 39,229.80 $ 46,622.31 $ 54,075.08 $ 45,396.31 $ 1,009.62 $ 1,009.62 316 Taylor Rodriquez 250 EmployeeCoaching Administrative Assistant 10/20/2014 $ - $ 4,928.00 $ 36,363.24 $ 35,560.00 $ 36,150.00 $ 34,177.62 $ 28,792.90 $ 657.61 $ 657.61 615 Miranda Nelson 220 EmployeeCoaching Administrative Assistant 4/3/2017 $ - $ - $ - $ - $ 24,907.66 $ 41,285.24 $ 33,728.72 $ 693.00 726 Jocelin Hyatt 250 EmployeeCoaching Administrative Assistant 5/2/2018 $ - $ - $ - $ - $ - $ 20,185.00 $ 26,620.00 $ 618.00 808 Kayla Kobayshi 250 EmployeeCoaching Administrative Assistant 6/11/2019 $ - $ - $ - $ - $ - $ - $ 9,888.00 $ 600.00 $ 600.00 133 Timothy Bell 250 EmployeeCoaching Coach 9/1/2013 $ 24,764.00 $ 83,556.00 $ 89,418.10 $ 70,747.10 $ 53,408.00 $ 44,355.00 $ 31,463.00 Commission 145 Bret Ehlers 250 EmployeeCoaching Coach 9/1/2013 $ 26,564.00 $ 105,672.00 $ 127,956.51 $ 140,043.80 $ 123,723.00 $ 126,405.00 $ 97,845.00 Commission 295 Joseph (Bud) McCluskey 250 EmployeeCoaching Coach 8/4/2014 $ - $ 22,653.00 $ 83,982.08 $ 99,636.43 $ 89,754.00 $ 94,994.00 $ 68,660.00 Commission 303 Randy Cochrane 250 EmployeeCoaching Coach 9/1/2014 $ - $ 24,943.00 $ 97,182.82 $ 112,089.50 $ 111,852.00 $ 119,238.00 $ 92,601.00 Commission 427 Bradley Sanderson 250 EmployeeCoaching Coach 6/23/2015 $ - $ - $ 14,221.42 $ 16,892.00 $ - $ 2,035.00 $ 52,369.00 Commission 445 Larry McKinstry 250 EmployeeCoaching Coach 8/31/2015 $ - $ - $ 17,953.42 $ 51,700.60 $ 63,116.00 $ 59,134.00 $ 33,618.00 Commission 463 John Benson 250 EmployeeCoaching Coach 10/5/2015 $ - $ - $ 17,042.42 $ 117,921.58 $ 127,195.00 $ 118,651.00 $ 94,311.00 Commission 469 Deborah Price 250 EmployeeCoaching Coach 10/12/2015 $ - $ - $ 12,372.41 $ 64,680.00 $ 67,677.00 $ 78,867.00 $ 59,062.00 Commission 485 Eric Lloyd 250 EmployeeCoaching Coach 11/30/2015 $ - $ - $ 5,113.00 $ 107,818.00 $ 118,772.00 $ 135,610.00 $ 10 3,548.00 Commission 494 Darrell Walker 250 EmployeeCoaching Coach 1/4/2016 $ - $ - $ - $ 103,427.00 $ 124,192.00 $ 136,019.00 $ 11 8,303.00 Commission 569 Daniel Christiansen 250 EmployeeCoaching Coach 6/20/2016 $ - $ - $ - $ 39,784.00 $ 103,841.00 $ 105,300.00 $ 78,651.00 Commission 578 Paul McGraw 250 EmployeeCoaching Coach 8/1/2016 $ - $ - $ - $ 32,825.00 $ 89,538.00 $ 100,487.00 $ 76,182.00 Commission 596 Tony Mortezazadeh 250 EmployeeCoaching Coach 11/14/2016 $ - $ - $ - $ 7,467.00 $ 94,348.00 $ 118,303.00 $ 97,367.00 Commission 714 Jonathan Miller 250 EmployeeCoaching Coach 4/2/2018 $ - $ - $ - $ - $ - $ 51,208.60 $ 71,770.00 Commission 715 Michael Hilkey 250 EmployeeCoaching Coach 4/6/2018 $ - $ - $ - $ - $ - $ 50,412.00 $ 63,248.00 Commission 802 Lorin Hardy 250 EmployeeCoaching Coach 6/1/2019 $ - $ - $ - $ - $ - $ - $ 22,425.00 Commission 900 Alden Sparks 250 EmployeeCoaching Coach 9/23/2019 $ - $ - $ - $ - $ - $ - $ 1,440.00 Commission 901 Jackson Kade Luucero 250 EmployeeCoaching Coach 9/23/2019 $ - $ - $ - $ - $ - $ - $ 1,440.00 Commission

137 Craig Shane Andrus 400 EmployeeCustomer service/saves Customer Service DirectorI 9/1/2013 $ 20,541.41 $ 65,800.00 $ 75,939.93 $ 74,560.00 $ 77,315.20 $ 79,432.61 $ 74,791.70 $ 1,826.92 $ 1,461.54 139 Amanda Nielson 400 EmployeeCustomer service/saves Retention & Saves 9/1/2013 $ 13,144.58 $ 50,920.50 $ 74,482.22 $ 89,124.82 $ 63,075.78 $ 63,201.07 $ 56,446.90 $ 520.00 $ 520.00 $ 13.00 143 Kevin York 400 EmployeeCustomer service/saves Retention & Saves 9/1/2013 $ 13,196.59 $ 56,398.38 $ 67,746.61 $ 86,076.08 $ 84,738.01 $ 81,177.05 $ 65,970.13 $ 540.00 $ 540.00 $ 13.50 320 Tyler Greenwell 400 EmployeeCustomer service/saves Retention & Saves 10/20/2014 $ - $ 7,353.47 $ 66,519.43 $ 73,947.15 $ 59,348.80 $ 64,123.28 $ 48,392.40 $ 520.00 $ 13.00 435 James Canterbury 400 EmployeeCustomer service/saves Retention & Saves 7/6/2015 $ - $ - $ 12,490.24 $ 47,294.06 $ 68,397.18 $ 71,163.35 $ 55,302.95 $ 520.00 $ 13.00 405 Alyssa Korologos 400 EmployeeCustomer service/saves Customer Service 4/20/2015 $ - $ - $ 18,270.39 $ 16,901.45 $ - $ 18,610.02 $ 35,703.68 $ 605.20 $ 605.20 $ 15.13 607 Wendy Almaguer 400 EmployeeCustomer service/saves Customer Service 2/27/2017 $ - $ - $ - $ - $ 25,952.36 $ 37,347.92 $ 30,574.58 $ 636.40 $ 636.40 $ 15.91 650 Hailey Clark 400 EmployeeCustomer service/saves Customer Service 7/24/2017 $ - $ - $ - $ - $ 11,565.10 $ 31,933.32 $ 28,409.68 $ 615.60 $ 615.60 $ 15.39 777 Arianna Baggett 400 EmployeeCustomer service/saves Customer Service $ - $ - $ - $ - $ - $ - $ 16,119.84 $ 500.00 $ 12.50 796 Bailee James 400 EmployeeCustomer service/saves Customer Service $ - $ - $ - $ - $ - $ - $ 10,396.74 $ 480.00 $ 12.00

9 Matthew Magistro 300 EmployeeGeneral administrative CFO 8/20/2012 $ 85,375.13 $ 147,841.44 $ 176,929.12 $ 216,027.26 $ 212,500.32 $ 219,807.62 $ 18 4,769.26 $ 4,230.77 $ 3,384.62 68 Denise Easter 300 EmployeeGeneral administrative Controller I 3/11/2013 $ 53,624.67 $ 72,237.52 $ 84,083.15 $ 124,322.45 $ 131,000.40 $ 135,884.78 $ 11 3,923.08 $ 2,500.00 $ 2,000.00 43 Hannah Fedor 300 EmployeeGeneral administrative Accounting 1/21/2013 $ 34,275.32 $ 36,722.40 $ 40,728.02 $ 45,545.78 $ 54,064.00 $ 55,816.87 $ 45,890.78 $ 1,046.86 112 Eliza Gyumushyan 300 EmployeeGeneral administrative Accounting 9/1/2013 $ 18,846.12 $ 42,265.26 $ 44,530.10 $ 45,896.00 $ 46,344.00 $ 48,179.40 $ 39,509.52 $ 895.48 $ 895.48 134 Elizabeth Sharp 300 EmployeeGeneral administrative Accounting 9/1/2013 $ 10,562.50 $ 34,875.00 $ 38,909.15 $ 40,616.62 $ 40,384.44 $ 46,336.98 $ 45,480.00 $ 927.00 $ 927.00 I 142 Emily Sorensen 300 EmployeeGeneral administrative Accounting 9/1/2013 $ 8,356.68 $ 30,184.79 $ 32,961.30 $ 34,980.14 $ 38,384.52 $ 39,882.62 $ 34,823.65 $ 752.67 $ 752.67 Case 2:19-cv-00713-DAK-EJF Document 71-10 Filed 12/13/19 Page 3 of 4

2013 2014 2015 2016 2017 2018 2019 I Emp # Name Dept Type Dept Title Job Title Start Date Total Total Total Total Total Total Total Weekly Rate After 10-14-19 Hourly Rate 783 Rosanna Ferrone 300 EmployeeGeneral administrative Accounting 3/18/2019 $ - $ - $ - $ - $ - $ - $ 29,000.00 $ 1,000.00 105 David Pecoraro 300 EmployeeGeneral administrative Systems Analyst 6/10/2013 $ 25,403.72 $ 50,249.84 $ 58,232.64 $ 65,569.40 $ 65,769.32 $ 69,539.66 $ 61,769.42 $ 1,384.62 $ 1,384.62 566 John Obinyan 300 EmployeeGeneral administrative Systems Analyst 6/6/2016 $ - $ - $ - $ 47,603.98 $ 86,500.24 $ 90,917.95 $ 74,395.08 $ 1,742.58 240 Uriel Cantarero 300 EmployeeGeneral administrative Systems Analyst 4/7/2014 $ - $ 78,026.04 $ 121,207.40 $ 127,893.57 $ 119,789.76 $ 126,737.50 $ 10 6,197.65 $ 2,433.38 $ 2,433.38 313 Amy Murphy 300 EmployeeGeneral administrative Web Design 10/13/2014 $ - $ 7,884.60 $ 49,458.45 $ 46,138.00 $ 8,124.25 $ 12,986.98 $ 48,057.85 $ 1,153.85 769 Suzie Campbell 300 VendorGeneral administrative Web Design $ - $ - $ - $ - $ - $ - $ 27,960.35 $ 625.00 $ 625.00 $ 31.25 737 Jackson Hedges 300 EmployeeGeneral administrative Help Desk 8/1/2018 $ - $ - $ - $ - $ - $ 12,503.50 $ 28,240.00 $ 640.00 800 Rider Jensen 300 EmployeeGeneral administrative Systems Analyst 5/20/2019 $ - $ - $ - $ - $ - $ - $ 26,923.00 $ 1,346.15 $ 1,346.15

6 Robert Greenland 300 EmployeeGeneral administrative Operations Manager I 8/6/2012 $ 72,741.34 $ 79,615.59 $ 88,828.30 $ 83,449.92 $ 83,449.92 $ 86,246.27 $ 70,695.50 $ 1,640.08 $ 1,312.06 135 Janis Kershaw 300 EmployeeGeneral administrative Administrative Assistant 9/1/2013 $ 14,846.08 $ 48,249.76 $ 53,301.89 $ 53,274.74 $ 54,865.44 $ 57,452.16 $ 48,413.63 $ 1,060.10 $ 848.08 219 Sean Mangold 100 VendorGeneral administrative Previews Director 2/3/2014 $ - $ 82,733.04 $ 146,849.53 $ 134,663.85 $ 143,999.92 $ 187,702.00 $ 16 0,346.31 $ 3,461.54 $ 2,769.23 744 Balaji Mudlair 300 EmployeeGeneral administrative Training & Recruiting 9/18/2018 $ - $ - $ - $ - $ - $ 48,461.56 $ 14 6,923.14 $ 3,461.54 $ 3,461.54 61 Ann Allman Pett 300 EmployeeGeneral administrative Administrative Assistant 2/18/2013 $ 24,055.10 $ 34,333.95 $ 42,870.50 $ 61,776.91 $ 83,029.39 $ 62,336.77 $ 46,394.42 $ 1,009.62 $ 1,009.62 390 Sara Satterfield 300 EmployeeGeneral administrative Administrative Assistant 3/9/2015 $ - $ - $ 22,772.57 $ 30,625.43 $ 34,999.76 $ 42,846.11 $ 36,076.85 $ 807.69

642 Andrew Way 300 EmployeeGeneral administrative COO 6/30/2017 -$ -$ $ - $ - $ 135,814.78 $ 376,977.16 $ 227,038.63 $ 3,816.35 $ 3,053.08 190/691 Alisha Pace 100 VendorGeneral administrative Brand Manager 10/14/2013 $ 4,695.88 $ 39,438.32 $ 46,413.66 $ 60,524.16 $ 63,653.70 $ 12,000.00 $ 76,200.00 $ 1,800.00 $ 1,440.00 228 Anthony Dixon 220 EmployeeAP telesales Brand Manager 3/3/2014 $ - $ 129,477.03 $ 292,702.19 $ 315,179.82 $ 423,281.44 $ 317,977.02 $ 16 5,063.00 $ 1,923.08 $ 1,538.46 700 Raymond Blake Young 700 EmployeeCoaching Brand Manager 1/22/2018 $ - $ - $ - $ - $ - $ 120,181.93 $ 40,192.22 $ 2,115.38 328 Mary Easter 300 EmployeeGeneral administrative Marketing Analyst 10/30/2014 $ - $ 4,975.97 $ 41,996.52 $ 51,416.50 $ 47,640.00 $ 35,900.55 $ 41,228.16 $ 1,076.80 707 Emily Robinson 300 EmployeeGeneral administrative Marketing Director 2/19/2018 $ - $ - $ - $ - $ - $ 68,707.01 $ 85,387.70 $ 1,923.08 $ 1,538.46 716 Rachel Bowen 300 EmployeeGeneral administrative Digital Marketing ' 4/16/2018 $ - $ - $ - $ - $ - $ 33,576.84 $ 46,240.29 $ 1,057.69 $ 1,057.69 728 Michael Nay 300 EmployeeGeneral administrative Digital Marketing 5/21/2018 $ - $ - $ - $ - $ - $ 32,259.74 $ 58,096.00 $ 1,346.15 $ 1,346.15 797 Tucker Evans 300 EmployeeGeneral administrative Digital Marketing 5/13/2019 $ 22,211.49 $ 1,057.69 756 Margaret Saemann 300 EmployeeGeneral administrative Digital Marketing 11/6/2018 $ - $ - $ - $ - $ - $ 6,538.47 $ 42,346.31 $ 1,009.62 766 Chelsea Sayegh 300 EmployeeGeneral administrative Digital Marketing 12/10/2018 $ - $ - $ - $ - $ - $ 2,115.38 $ 46,211.49 $ 1,250.00 $ 1,250.00 Jackson Lund 300 ConsultNetGeneral administrative Digital Marketing $ 2,843.04 801 Ava Lewin 300 VendorGeneral administrative Marketing Intern 6/17/2019 $ - $ - $ - $ - $ - $ - $ 1,810.00 $ 200.00 $ 10.00 363 Shay Magana 300 EmployeeGeneral administrative Graphic Design 2/2/2015 $ - $ - $ 53,204.22 $ 45,949.76 $ 51,069.36 $ 59,192.50 $ 49,307.85 $ 1,153.85 $ 1,153.85 532 Alan Healey 300 EmployeeGeneral administrative Graphic Design 3/14/2016 $ - $ - $ - $ 33,904.12 $ 47,915.16 $ 49,265.38 $ 49,554.00 $ 1,153.85

284 Scott Brown 300 VendorGeneral administrative Vendor $ 2,307.69 302 David Larsen 300 VendorGeneral administrative Vendor $ 750.00 698 David Porter 300 VendorGeneral administrative Vendor $ 500.00 786 Sam DelCanto 100 VendorPreview Events Vendor $ 4,807.69 811 Jennifer Knapp 100 VendorPreview Events Vendor $ 1,400.00 812 Josephine Locke 100 VendorPreview Events Vendor $ 1,400.00 831 Miranda Harrison 100 VendorPreview Events Vendor $ 1,200.00 839 Nina Villalvazo 100 VendorPreview Events Vendor $ 1,731.00 819 Quinn McLaughlin 100 VendorPreview Events Vendor $ 461.53 806 Oliver Waller 100 VendorPreview Events Vendor $ 1,153.84 886 Ariba Joubert 100 VendorPreview Events Vendor $ 1,000.00 816 Kirsten Ehrnriter 100 VendorPreview Events Vendor $ 500.00 I 100007 Eric "Javier" Rivera 500 PR General Administrative Office Manager I 4/6/2015 $ - $ - $ 27,328.38 $ 43,899.96 $ 45,446.04 $ 47,659.77 $ 39,467.32 $ 890.48 $ 890.48 100027 Sarah Velilla 500 PR General Administrative Legal 5/16/2016 $ - $ - $ - $ 43,869.27 $ 75,600.12 $ 81,624.64 $ 67,466.94 $ 1,590.14 $ 1,590.14 100016 Ruben Diaz 500 PR General Administrative 1/1/2016 $ - $ - $ - $ 6,580.00 $ 7,368.00 $ 8,006.85 $ 6,025.05 $ 148.05 100015 Roberto Medina 500 PR General Administrative Customer Service 7/27/2015 $ - $ - $ 8,529.10 $ 33,342.84 $ 42,407.52 $ 43,311.48 $ 41,000.00 $ 961.54 100018 Zadora Lopez 500 PR General Administrative Customer Service 3/7/2016 $ - $ - $ - $ 21,448.00 $ 28,100.00 $ 29,745.00 $ 26,475.00 $ 551.25 $ 551.25 100024 Nicole Lopez 500 PR General Administrative Customer Service 4/18/2016 $ - $ - $ - $ 17,880.00 $ 27,310.00 $ 28,884.00 $ 24,272.00 $ 529.20 $ 529.20 100030 Roxanna Garcia 500 PR General Administrative Customer Service 8/8/2016 $ - $ - $ - $ 8,154.55 $ 28,860.00 $ 28,884.00 $ 24,672.00 $ 529.20 $ 529.20 100033 Migdaly Neives Santiago 500 PR General Administrative Customer Service 3/19/2018 $ - $ - $ - $ - $ - $ 23,068.00 $ 22,640.00 $ 504.00 100035 Catiely Soto 500 PR General Administrative Customer Service 3/19/2018 $ - $ - $ - $ - $ - $ 25,818.00 $ 25,440.00 $ 504.00 100048 Carmen Velez Oliver 500 PR General Administrative Customer Service 6/24/2019 $ - $ - $ - $ - $ - $ - $ 6,730.78 $ 480.77 100017 Tanairi Padro 500 PR General Administrative Marketing & Events 3/7/2016 $ - $ - $ - $ 21,600.00 $ 28,100.00 $ 33,130.43 $ 34,171.11 $ 788.46 $ 788.46 100031 Marta Varela Rosado 500 PR General Administrative Marketing & Events 5/1/2017 $ - $ - $ - $ - $ 16,228.00 $ 26,308.00 $ 24,000.00 $ 525.00 100043 Natalie Laboy Flores 500 PR General Administrative Marketing & Events 3/12/2019 $ - $ - $ - $ - $ - $ - $ 13,753.89 $ 461.54 100047 Leticia Torrens Vazquez 500 PR General Administrative Marketing & Events 6/17/2019 $ - $ - $ - $ - $ - $ - $ 7,692.32 $ 480.77 100050 Leah Gonzalez 500 PR General Administrative Marketing & Events 8/1/2019 $ - $ - $ - $ - $ - $ - $ 1,185.75 $ 500.00 $ 500.00 100032 Noah Howell 500 PR General Administrative Marketing & Events 8/21/2017 $ - $ - $ - $ - $ 10,153.80 $ 30,790.42 $ 26,814.67 $ 623.94 100038 Yeimly Medina 500 PR General Administrative Marketing & Events 10/1/2018 $ - $ - $ - $ - $ - $ 4,846.14 $ 34,177.62 $ 1,057.69 Case 2:19-cv-00713-DAK-EJF Document 71-10 Filed 12/13/19 Page 4 of 4

2013 2014 2015 2016 2017 2018 2019 Emp # Name Dept Type Dept Title Job Title Start Date Total Total Total Total Total Total Total Weekly Rate After 10-14-19 Hourly Rate

Utah Office $ 88,296.24 $ 47,069.75 47% Payroll Reduced PR Office $ 11,126.03 $ 5,378.73 52% Payroll Reduced Case 2:19-cv-00713-DAK-EJF Document 71-11 Filed 12/13/19 Page 1 of 2

EXHIBIT “A9” Case 2:19-cv-00713-DAK-EJF Document 71-11 Filed 12/13/19 Page 2 of 2

PRO FORMA COMPARIING PRE-TRO MODEL TO POST TRO-MODEL WITH NEW PRICING

Pre-TRO Average Numbers Series total for Real Estate Preview Sales Workshop Sales Telesales Product Average Sales Per % of workshop # of workshop Average Sales Per Weekly Attendees Preview Sales % Preview Buyers Price Gross Revenue Weekly attendees Head Gross Revenue buyers buyer leads WS Buyer Gross Revenue Gross Revenue 400 4.50% 18 1,997.00 35,946.00 18 8,400.00 151,200.00 30% 5.4 10,000.00 54,000.00 241,146.00

Post-TRO Average Numbers Once Price Change at Preview Events Implemented Series total for Real Estate Preview Sales Workshop Sales Telesales Product Average Sales Per % of workshop # of workshop Average Sales Per Weekly Attendees Preview Sales % Preview Buyers Price Gross Revenue Weekly attendees Head Gross Revenue buyers buyer leads WS Buyer Gross Revenue Gross Revenue 400 18.00% 72 300.00 21,600.00 72 4,800.00 345,600.00 30% 21.6 5,000.00 108,000.00 475,200.00

Notes and Assumptions Pricing has been changed at the preview events. Real estate education product is sold at $300, which has increased sales with the new compliant script much beyond those of our prior sales. Assumptions for workshop sales has been reduced from 50% Sales Per Head from prior to new pricing. We actually expect this to be higher. Telesales have also been reduced by 50%, although the experience of the past week with the new compliant pitch is that our sales per buyer have actually increased. Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 1 of 21

EXHIBIT “A10” Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 2 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total David Freier $5,747,833 $5,747,833 Chad Olson $5,386,577 $5,386,577 Marc Hrisko $5,270,020 $5,270,020 Claude Alan Swails $4,671,083 $4,671,083 Christopher Young $3,797,622 $3,797,622 Matt Davis $3,276,258 $3,276,258 Michael Grow $2,867,810 $2,867,810 Greg Kazimer $2,670,757 $2,670,757 Robert Shemin $2,302,438 $2,302,438 Daniel Altamirano $2,291,542 $2,291,542 Scott Orison $2,285,242 $2,285,242 Erik Rash $2,196,356 $2,196,356 Jeff Spangler $1,296,030 $507,258 $1,803,287 Genevieve Hayward $1,703,388 $1,703,388 Scott Lamm $1,631,836 $1,631,836 Anthony Dixon $1,606,715 $1,606,715 Mark Stone $72,078 $1,473,210 $1,545,289 Michael Clasen $325,289 $1,201,499 $1,526,788 Bryce Chamberlain $754,756 $669,885 $1,424,642 Steve Wyman $1,397,428 $1,397,428 James Carlson $1,373,669 $1,373,669 Mike Vogel $1,366,039 $1,366,039 Ben Olson $1,304,698 $1,304,698 Matthew Magistro $1,207,282 $1,207,282 Keith Sperry $1,140,761 $1,140,761 Jeremy Hymas $1,121,443 $1,121,443 Joe Appleton $1,100,538 $1,100,538 Mark Chapman $1,086,806 $1,086,806 Cristopher Cannon $1,047,423 $1,047,423 Lisa Anderson $1,045,413 $1,045,413 Rick Watkins $985,428 $985,428 Chad Lawson $962,120 $962,120 Pamela Moore $946,508 $946,508 Michael Schreiner $887,945 $887,945 Todd Shinsel $882,993 $882,993 Maurice Wright $385,485 $479,090 $864,575 Trey Stinnett $860,144 $860,144 Sean Mangold $853,147 $853,147 Brian Allen Briggs $832,010 $832,010 Andrew Way $820,886 $820,886 Greg Martin $794,941 $794,941 Tim Payne $793,382 $793,382 Garth Satiu $790,122 $790,122

Page 1 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 3 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Richard Davis $446,655 $330,951 $777,606 Randolph Judd $764,628 $764,628 Terry Elsner $729,120 $729,120 Carter Brown $723,683 $723,683 Bret Ehlers $718,657 $718,657 Gerald Martin $717,530 $717,530 Michael Weber $682,385 $682,385 Tom Shields $682,282 $682,282 Scott Alger $677,894 $677,894 Bradley Biggerstaff $155,353 $519,096 $674,449 Denise Easter $667,353 $667,353 Matt Williams $657,693 $657,693 Terry Granahan $639,614 $639,614 Boyd Hoffmann $628,535 $628,535 Uriel Cantarero $623,619 $622,619 Scott Brown $619,692 $619,692 Mark Sanderson $595,671 $595,671 Les Hill $591,128 $591,128 Matthew Davis $590,612 $590,612 Anders Swenson $590,363 $590,363 Steve Goff $588,848 $588,848 April Critchfield $581,257 $4,229 $585,485 Jeff Havemann $576,193 $576,193 Jacob "Rex" Berry $561,241 $561,241 Jared Johnson $560,129 $560,129 Jason Kennedy $553,688 $553,688 Trevor Woolf $536,009 $536,009 Jose Berrios $257,167 $272,605 $529,772 Richard Alvarez $514,170 $514,170 Juan Mercado $14,850 $492,690 $507,539 Amber Guzman $505,695 $505,695 Darrell Walker $502,989 $502,989 Luis Carpio $190,428 $309,213 $499,641 David Jensen $250,746 $246,263 $497,008 Michele Simones $494,672 $494,672 Randy Cochrane $492,068 $492,068 Robert Greenland $487,838 $487,838 Dina Buchanan $480,293 $480,293 Jon Eborn $477,000 $477,000 Thomas Mietzel $467,127 $467,127 Aundra Johnson $462,011 $462,011 Craig Shane Andrus $461,035 $461,035 John Benson $456,012 $456,012

Page 2 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 4 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Mark Gonsalves $455,435 $455,435 Kevin York $453,183 $453,183 Steve Ahlander $427,337 $25,000 $452,337 Todd Marshall $449,488 $449,488 Joseph (Bud) McCluskey $439,794 $439,794 Eric Lloyd $436,382 $436,382 Brooke Capra $430,669 $430,669 Christopher Sanchez $12,065 $417,881 $429,946 Xenia Murphy $423,268 $423,268 Lance Phillips $339,148 $77,718 $416,866 Karen Fitz-Patrick $414,432 $414,432 Jed Johnson $411,258 $411,258 Dallas Hall $405,922 $405,922 Ross Weber $401,890 $401,890 Amanda Nielson $397,762 $397,762 Timothy Bell $397,036 $397,036 Bryan Segal $396,055 $396,055 David Pecoraro $394,860 $394,860 T. Grant Walton $386,780 $386,780 Nicole Jakobeit $375,812 $375,812 Jeremy Clawson $1,928 $367,294 $369,221 Taylor Peterson $355,886 $355,886 Robert Lett $348,471 $348,471 Michael Ethington $330,223 $330,223 Janis Kershaw $327,421 $327,421 Joel Cozzens $325,260 $325,260 Vince Dowd $324,866 $324,866 Lisa Toland $323,523 $323,523 Lisa Bass $322,687 $322,687 Ron Hayes $321,068 $321,068 Clay Eschrich $319,805 $319,805 Tony Mortezazadeh $315,021 $315,021 Daniel Christiansen $314,757 $314,757 Daniel Bird $262,683 $50,839 $313,522 Kathleen DiCiaccio $311,593 $311,593 Bernard Lawson $309,622 $309,622 Kevin Capra $309,120 $309,120 Tyler Greenwell $308,516 $308,516 Eric Brown $302,196 $302,196 Hannah Fedor $300,697 $300,697 Paul McGraw $299,739 $299,739 John Obinyan $297,455 $297,455 Scott Leitzell $295,466 $295,466

Page 3 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 5 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Rich Layton $294,920 $294,920 Bridgitte Sierra-Carias $294,628 $294,628 Leigh Anne Smith $294,433 $294,433 Alisha Pace $205,473 $86,456 $291,929 Mark Samuels $290,336 $290,336 Scott Hutchins $287,253 $287,253 Mark Stevens $282,583 $282,583 Scott Zuckman $280,271 $280,271 James Franckowiak $279,318 $279,318 Greg McCluskey $277,935 $277,935 Leah Gonzalez $277,764 $277,764 Karl Noons $276,078 $276,078 Kevin Moland $275,492 $275,492 Brenda Mangold $273,684 $273,684 Christopher Craig $120,442 $152,873 $273,315 Eliza Gyumushyan $271,019 $271,019 John Buechele $270,948 $270,948 Mitchell Johnson $269,085 $269,085 Mark Records $267,688 $267,688 Robbie Duncan $266,168 $266,168 Deborah Price $264,863 $264,863 Sarah Velilla $261,118 $261,118 Donna Marie Cason $261,104 $261,104 Angel Rolon $260,141 $260,141 Lance Robinson $258,918 $258,918 James Canterbury $253,390 $253,390 Tony Merenda $252,760 $252,760 Stephen Libman $251,728 $251,728 Danny Humphrey $249,800 $249,800 David Alexander $249,481 $249,481 Terry Wilson $246,580 $246,580 Stephanie Weed $236,358 $236,358 Erin Spainhower $236,189 $236,189 Elizabeth Sharp $234,578 $234,578 Dennis Frey $229,242 $229,242 Amy Barnhisel $223,971 $1,765 $225,736 Edward Chahanovich $225,429 $225,429 Larry McKinstry $224,794 $224,794 Bryan Twitchell $223,494 $223,494 Joshua Zieglowsky $222,643 $222,643 Shay Magana $222,570 $222,570 Gregory Ahleen $218,626 $218,626 Chelsey Chapman $218,554 $218,554

Page 4 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 6 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total John Gifford $217,793 $217,793 Emily Sorensen $216,349 $216,349 Jason Leek $214,340 $214,340 Warren Ipson $211,865 $211,865 Ben Ashby $207,661 $207,661 Ann Alleman $203,622 $203,622 Michael Wytiaz $10,279 $189,565 $199,844 David Larsen $197,500 $197,500 Blake Young $160,239 $35,595 $195,833 Mary Easter $195,157 $195,157 Olga Lilly Navarro $195,063 $195,063 Gilberto Cruz $193,665 $193,665 Tyler Allred $192,956 $192,956 Steve Wollaston $192,063 $192,063 Balaji Mudlair $191,923 $191,923 James Richard Marshall $189,778 $189,778 Sierra Schubach $169,541 $19,500 $189,041 Billy Batson $185,393 $185,393 Jim Bohn $185,105 $185,105 Thomas Grant Walton $185,044 $185,044 Melissa Miller $182,372 $182,372 Kim Sumner $181,533 $181,533 Alan Healey $179,485 $179,485 Corey Herrera $159,462 $18,608 $178,070 Rick Moore $177,861 $177,861 Taylor Rodriquez $174,354 $174,354 Kevin Warmack $172,032 $172,032 Laura Summerhays $169,456 $169,456 Eric "Javier" Rivera $168,492 $168,492 Elise Snedeker $167,602 $167,602 Roberto Medina $166,691 $166,691 Elizabeth Higbee $166,276 $166,276 Adam Sachs $165,728 $165,728 Ben Coffman $165,600 $165,600 Curtis Harward $165,374 $165,374 Kenneth Bishop $165,135 $165,135 Helen Smith $164,888 $164,888 Michael Ciuffetelli $163,058 $163,058 Erin Hayes $161,486 $161,486 Francois Rodriques $161,486 $161,486 Davina Burns $160,740 $160,740 Robbie Buss $156,555 $156,555 Jeff Petersen $155,966 $155,966

Page 5 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 7 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Richard Layton $155,087 $155,087 Beau Horrocks $154,432 $154,432 Gregory Martin $153,500 $153,500 Sara Satterfield $152,847 $152,847 Kyle Sowell $152,015 $152,015 Timothy Hellbusch $151,277 $151,277 Kate Yuoska $151,272 $151,272 Trevor Mecham $151,119 $151,119 Samuel Ashby $149,932 $149,932 Tyler Hansen $147,503 $147,503 Frank Murphy $142,812 $142,812 Trace Turley $139,663 $139,663 Emily Robison $139,633 $139,633 Skyler Tolman $137,166 $137,166 Alyssa Fedel $136,868 $136,868 Dominic Larkin $133,964 $133,964 Jacob Underhill $130,887 $130,887 Justin Hayes $130,723 $130,723 Jill Rasmussen $121,713 $5,966 $127,679 Carmen Martinez $125,984 $125,984 Brittany Lisonbee $125,887 $125,887 Brandon Horrocks $125,429 $125,429 Chris Lombardo $125,383 $125,383 Curtis Allen $124,778 $124,778 Chris Peterson $123,492 $123,492 Darin Rolfe $116,524 $6,142 $122,666 Jonathan Miller $122,656 $122,656 Jenna Roman $122,421 $122,421 Rob Riley $121,240 $121,240 Sam DelCanto $120,192 $120,192 Michael Anthony $119,302 $119,302 Ann Rebentisch $118,958 $118,958 Shelley Hughes $118,285 $118,285 Janine Halversen $117,941 $117,941 Tanairi Padro $117,572 $117,572 Ryan Lotman $116,329 $116,329 Madison Jacobo $114,522 $114,522 Samuel Jensen $67,526 $46,414 $113,940 Gary Harris $113,408 $113,408 James Pelletier $113,287 $113,287 Melissa Labrum $112,105 $112,105 Michael Hilkey $112,060 $112,060 Nicole Packer $110,369 $110,369

Page 6 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 8 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Karl Carter $110,261 $110,261 Lori Santarelli $109,604 $109,604 Victoria Linder $109,534 $109,534 Tyler Deveraux $108,232 $108,232 Cris Cannon $105,000 $105,000 Kimberly Christopherson $104,459 $104,459 Nancy Johnson $104,021 $104,021 Alex Ituma $103,286 $103,286 Mataya Maxfield $101,183 $101,183 Kathryn Messina $101,107 $101,107 Adam Ruse $100,479 $100,479 Garrett Fuller $100,416 $100,416 Zadora Lopez $100,129 $100,129 Brinley Christison Janson $99,844 $99,844 Daryl Johnson $98,691 $98,691 Luc Gehring $98,631 $98,631 Denise DeVoe $98,020 $98,020 Nicole Lopez Salgado $97,817 $97,817 Isandra Rodriquez $97,244 $97,244 Brad Russell $97,052 $97,052 Alyssa McWhirter $97,010 $97,010 Brinley Christison $94,634 $94,634 Natasha England $94,379 $94,379 Jessie Conners $94,231 $94,231 Scott Bryson $94,029 $94,029 Andrew Meyer $93,099 $93,099 Amanda Rollins $92,784 $92,784 Andrew Renfro $92,507 $92,507 Ashley Amundsen $91,757 $91,757 Wendy Almaguer $91,749 $91,749 Michael Deveraux $91,187 $91,187 Cody Cannon $90,972 $90,972 Amy Carroll $90,582 $90,582 Brandon Veyna $1,871 $88,164 $90,036 Miranda Nelson $85,405 $3,750 $89,155 Alyssa Korologos $87,768 $87,768 Tyler Jackson $87,605 $87,605 Roxanna Garcia $87,252 $87,252 Michael Walker $87,074 $87,074 Alberto Molina $86,965 $86,965 Ashley Woods $86,878 $86,878 Michael Nay $86,204 $86,204 Dustin Bailey $86,191 $86,191

Page 7 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 9 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Samantha Castro $85,704 $85,704 Melvin Jackson $85,182 $85,182 Bradley Sanderson $84,176 $84,176 Eric Roundtree $82,899 $82,899 Kelly Brown $82,850 $82,850 Robert Justesen $82,557 $82,557 Clint Wakefield $82,391 $82,391 Michael (Jessie) Wheeler $82,217 $82,217 Kailee Gilbert $81,591 $81,591 Jill Jones $81,456 $81,456 Logan West $81,090 $81,090 Craig Cornforth $80,826 $80,826 Carl Thurgood $80,456 $80,456 John Tamblyn $80,384 $80,384 Brandon Day $80,175 $80,175 James Slagle $78,949 $78,949 Rachel Bowen $78,759 $78,759 Amy Murphy $77,999 $77,999 Laura Johnson $77,343 $77,343 Justin Spencer $76,597 $76,597 Selva Robles $76,429 $76,429 William Kimberling $3,796 $71,934 $75,729 Nicholas Nielsen $75,124 $75,124 Brian Voeller $74,876 $74,876 Michele Cooper $73,678 $73,678 Jennifer Edwards $72,489 $72,489 Lynda Jensen $72,348 $72,348 Clint Bean $19,198 $52,281 $71,479 Delbert Denney $71,479 $71,479 Hailey Clark $71,435 $71,435 Ryann Rasmussen $71,095 $71,095 Scott Stewart $70,228 $70,228 Christy Roberts $69,552 $69,552 Dean Redd $69,131 $69,131 Madaleine Martins $68,514 $68,514 Marta Varela Rosado $68,080 $68,080 Mayra Alanis $67,420 $67,420 Alex Villarreal $67,063 $67,063 Kim Crowther $65,110 $65,110 Erika Rebentisch $64,989 $64,989 Nathan Barton $64,545 $64,545 Brandon McBride $64,311 $64,311 Heldys Pabon-Rios $63,715 $63,715

Page 8 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 10 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Jamal Allen $63,501 $63,501 Jayden Wiece $63,449 $63,449 Richard Ordonez $62,807 $62,807 Karina Centeno $62,606 $62,606 Andrew Sherman $62,212 $62,212 Kenneth Frye $62,105 $62,105 Nate Holzapfel $61,220 $61,220 Anthony Barker $60,734 $60,734 Peter Cotton $60,321 $60,321 Eddmon Mark Hodge $59,523 $59,523 Doug Simpson $58,584 $58,584 Jazey Drecksel $58,486 $58,486 Dave Seymour $57,418 $57,418 Boyd Hoffman $56,731 $56,731 Brian Briggs $55,889 $55,889 Jon Melton $53,196 $53,196 Andrew Radman $51,968 $893 $52,860 Levi Stonehocker $52,569 $52,569 Eric Nielson $52,118 $52,118 Natasha England $51,808 $51,808 Peter Souhleris $51,454 $51,454 Connor Young $50,963 $50,963 Tamisha Chloe Phaylevhat-Carling $50,710 $50,710 Justin Smith $50,577 $50,577 Jack Matsuura $49,567 $49,567 Michael Dearinger $49,238 $49,238 Michael Hinson $48,435 $48,435 Lindsay Chandler $48,054 $48,054 Chelsea Sayegh $47,077 $47,077 Arthur Gyumushyan $46,939 $46,939 Margaret Saemann $46,809 $46,809 Jeffrey Garfield $46,496 $46,496 Clinton Trujillo $46,379 $46,379 Raina Hall $46,308 $46,308 David Porter $46,000 $46,000 Rocio Burgos $45,809 $45,809 Jack Daniels $45,744 $45,744 Rodney Huffman $45,556 $45,556 Catiely Soto $44,657 $44,657 James Miller $44,378 $44,378 Danny Allen $44,221 $44,221 Marcus Alexander $43,368 $43,368 Jocelin Hyatt $43,231 $43,231

Page 9 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 11 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Kati Leigh Peterman $43,210 $43,210 Migdaly Neives Santiago $42,324 $42,324 Lee van Deventer $42,157 $42,157 Ashlie Barnett $41,760 $41,760 Felix Garcia $41,272 $41,272 Bonita Fieser $40,625 $40,625 Scott Hurley $40,591 $40,591 Jackson Hedges $40,104 $40,104 Jackie Totaro $39,842 $39,842 Yeimly Medina $39,450 $39,450 Alek Gilmore $39,334 $39,334 Derrick Serbin $38,615 $38,615 Charles Noah Howell $38,466 $38,466 Larry Lee $38,383 $38,383 Melissa Wight $38,140 $38,140 Ron Fisher $38,057 $38,057 Justin Anderson $37,045 $37,045 Marcus D'Ort $36,709 $36,709 Krista Miller $36,210 $36,210 Natalie Iongi Fiztgerald $36,088 $36,088 Matthew Burbacher $36,010 $36,010 James McCabe $35,811 $35,811 Caitlin Lamborn $35,389 $35,389 Joanna Diaz $34,639 $34,639 Yvonne Colvin $34,430 $34,430 Lawrence Wolff $33,213 $33,213 Kevin Delvie $32,915 $32,915 Abdiel Ibarra $31,999 $31,999 Beth Martin $31,776 $31,776 Jennifer Knapp $31,050 $31,050 Zachary Richardson $30,865 $30,865 Rocky Sheffield $30,713 $30,713 Angie Coats $30,673 $30,673 Charles Noah $30,361 $30,361 Russell Anderson $30,176 $30,176 Brady Thurgood $30,091 $30,091 Oliver Waller $30,000 $30,000 Don Cote $28,912 $28,912 Morgan Wiece $28,893 $28,893 Angelica Ibarra-Carpio $27,950 $27,950 Kurt Bolinder $27,931 $27,931 Suzanne Campbell $27,763 $27,763 Andriu Lobendahn $27,633 $27,633

Page 10 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 12 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Brian Check $27,415 $27,415 Rosanna Ferrone $27,178 $27,178 Stephen Edwards $27,136 $27,136 Jessamee Dorigatti $26,828 $26,828 Scott Kahn $26,639 $26,639 Maria Gonzalez $26,498 $26,498 Jasmine Tello $26,204 $26,204 Derek Fout $26,108 $26,108 Bradley Campbell $25,949 $25,949 Michael Briggs $25,939 $25,939 Maira Segal $25,892 $25,892 Whitney Coffman $25,682 $25,682 Rider Jensen $25,577 $25,577 Candice Pope $25,522 $25,522 Jared Hunt $25,334 $25,334 John Young $25,247 $25,247 Mark Gaines $25,033 $25,033 Rick Brown $24,996 $24,996 David Scott Kimberling $24,770 $24,770 Jerry Bohn $24,729 $24,729 Charity Malae $24,689 $24,689 Peter Asumus $24,683 $24,683 Ashley Blackwell $24,409 $24,409 Don Wilson $24,235 $24,235 Susan Pilkenton $24,229 $24,229 Josephine Locke $24,050 $24,050 Alexis Jensen $23,772 $23,772 Carl Benson $23,500 $23,500 Sara Chevere $1,201 $21,965 $23,166 Shawn Ronson $23,092 $23,092 Matthew Arlofski $23,054 $23,054 Tiani Shoemaker $22,525 $500 $23,025 Dillon Green $22,821 $22,821 Jeff Haveman $22,721 $22,721 Leslie Lund $22,700 $22,700 Leone Lobendahn $22,673 $22,673 Damian Pell $22,051 $22,051 Chad Luke $21,985 $21,985 Ryan Woolley $21,696 $21,696 Lorin Hardy $21,225 $21,225 Juan Crespin $21,151 $21,151 Meghan Johnson $20,910 $20,910 Eric Martinez $20,846 $20,846

Page 11 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 13 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Zachary Wood $20,831 $20,831 Ricky Todd Florence $20,761 $20,761 Timothy Roberts $20,686 $20,686 Tucker Evans $20,511 $20,511 Jared Almond $20,249 $20,249 Donald Chandler $20,187 $20,187 Cory Lignell $20,009 $20,009 Roger LaFleur $19,798 $19,798 Joseph Irons $19,735 $19,735 Michael "Jessie" Wheeler $19,601 $19,601 Alexander Shemin $19,559 $19,559 Cyle Johnson $19,362 $19,362 Reemah Alkhairy $19,297 $19,297 Carlos Muniz $19,170 $19,170 Brianna Midas $19,115 $19,115 Anne King $19,052 $19,052 Tanya Price $18,984 $18,984 Manuel Ferreiros $18,915 $18,915 Joel Carpio $18,237 $18,237 Joseph (Bud) McClouskey $18,177 $18,177 John Wagner $17,968 $17,968 Douglas Simpson $17,738 $17,738 Jamie Gilleland $17,643 $17,643 Dominique Parker $17,624 $17,624 Jed Baadsgaard $17,171 $17,171 Reese Dansie $17,169 $17,169 Lucus Kevan $17,132 $17,132 Amber Smith $17,008 $17,008 Jared Kaufman $16,915 $16,915 Derek Olsen $16,883 $16,883 Kelly Allman $16,849 $16,849 Telly Boyle $16,430 $16,430 Sebastian Rosa Centeno $16,412 $16,412 Thera Smith $16,258 $16,258 James Cottrell $16,214 $16,214 Ruth Carreras $15,890 $15,890 Arianna Baggett $15,641 $15,641 Daniel Clark $15,619 $15,619 Miranda Harrison $15,616 $15,616 Jessica Eckert $15,596 $15,596 Nina Villalvazo $15,579 $15,579 Lance Phillips $15,535 $15,535 Curtis Cannon $15,530 $15,530

Page 12 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 14 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Brandon Mair $15,461 $15,461 Cheyenne Hall $15,436 $15,436 Nathan Rossi $15,111 $15,111 Shad Withers $14,896 $14,896 Adam Baadsgaard $14,746 $14,746 Scott Grayko $14,713 $14,713 Garo Topdjian $14,642 $14,642 Rose Guangorena $14,640 $14,640 Mandy Zuckman $14,486 $14,486 Darlene Nelson-Hill $14,242 $14,242 Kendal Blunck $14,130 $14,130 Michael (Jesse) Wheeler $14,127 $14,127 Eric Dahl $14,060 $14,060 David Cummins $13,795 $13,795 Biagio Sciacca $13,720 $13,720 Courtney Brown $13,693 $13,693 Logan Schenk $13,408 $13,408 Philip Jessee $13,296 $13,296 Amy Jenkins $13,285 $13,285 Kerry Austin $13,260 $13,260 Natalie Laboy $13,222 $13,222 Quinn McLaughlin $13,000 $13,000 Bradley Burnett $12,958 $12,958 Chris Briggs $12,900 $12,900 Nikki Calvert $12,743 $12,743 Jerry Foster $12,548 $12,548 Emily Robinson $12,538 $12,538 Brock Cannon $12,104 $12,104 Alex Gonzalez $12,102 $12,102 Greg Warr $12,055 $12,055 Melvin Rich $12,039 $12,039 Maria Borgos $11,950 $11,950 Mark Fultz $11,621 $11,621 Cory Russell $11,490 $11,490 Stephanie Noble $11,339 $11,339 Hamed Sadeghi $11,303 $11,303 Caleb Steil $11,124 $11,124 Jeff King $11,032 $11,032 Mark Pitts $10,933 $10,933 Garilynn Rapp $10,857 $10,857 Anthony Joseph $10,855 $10,855 Dixie Davis $10,850 $10,850 Julie Taggart $10,668 $10,668

Page 13 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 15 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Danica Moran $10,646 $10,646 Charlie Andrews $10,574 $10,574 Gary Fowkes $10,446 $10,446 Linzi Peleschka $10,286 $10,286 Steve Martin $10,267 $10,267 Jesse Martinez $10,232 $10,232 Bailee James $10,001 $10,001 Todd Ashton $10,000 $10,000 Clifford Townsend $9,840 $9,840 Cameron Rowe $9,840 $9,840 Jordan Roman $9,818 $9,818 David Schnepf $9,800 $9,800 Brienne Herrera $9,739 $9,739 Jeri Palmer $2,240 $7,390 $9,630 Joseph Jackson $9,596 $9,596 Irving Moya $9,453 $9,453 Alan Pratt $9,330 $9,330 Kayla Kobayashi $9,288 $9,288 Robert Ratliff $9,287 $9,287 James Guarino $9,253 $9,253 Josh Lance $9,244 $9,244 Peter Brown $9,244 $9,244 Kathryn Wakefield $9,188 $9,188 Danielle Klein $9,144 $9,144 Daniel Pett $9,000 $9,000 Brian Bourgeis $8,989 $8,989 Amanda Peterson $8,876 $8,876 Sophia Ormiston $8,652 $8,652 Damian Muziani $8,580 $8,580 Erica Robins $8,573 $8,573 Jolinda Carlson $8,459 $8,459 Adrienne Graeber $8,302 $8,302 Michael Webb $8,273 $8,273 Scott Skare $8,174 $8,174 Eric Thomas $8,165 $8,165 Deidra Savage $7,985 $7,985 Dora Siler $7,913 $7,913 Taylore Elton $7,892 $7,892 Makayla Tuft $7,820 $7,820 Sabrina Sauer $7,800 $7,800 Kayla Worth $7,733 $7,733 Robert Oborn $7,706 $7,706 Jack Cisneros $7,597 $7,597

Page 14 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 16 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Michael Wade $7,571 $7,571 Michael Burnett $7,548 $7,548 George Fuchs $7,508 $7,508 Jabari Gray $7,440 $7,440 Bradford How $7,440 $7,440 Francois Rodiques $7,334 $7,334 Chanel Laws $7,262 $7,262 Leticia Torrens $7,212 $7,212 Michelle Bombalier $7,200 $7,200 Roger Avery Marshall $7,194 $7,194 Earl Cline $7,178 $7,178 Kelly Moore $7,128 $7,128 David Jenkins $7,047 $7,047 Lance King $6,947 $6,947 Sarah Ricci $6,931 $6,931 Emily Martinson $6,923 $6,923 Naomi Gibson $6,870 $6,870 Patrick Manning $6,840 $6,840 Todd King $6,811 $6,811 Leah Gonzalez $6,721 $6,721 Eric Johnson $6,650 $6,650 Mikal Sage $6,490 $6,490 Phillip Cook $6,261 $6,261 Carmen Velez Oliver $6,250 $6,250 Ashley Twiner $6,240 $6,240 Paul Johnson $6,232 $6,232 Terry Brown $6,200 $6,200 Rafael Palomino $6,193 $6,193 Mark Walter $6,110 $6,110 Charles Newsome $6,022 $6,022 Jason Myles $5,977 $5,977 Jessica Pangos $5,955 $5,955 Timothy Mathews $5,930 $5,930 John Nguyen $2,781 $3,120 $5,901 Cassandra Valente $5,884 $5,884 Katherine Prevatt $5,846 $5,846 Jeffrey Cadavid $5,780 $5,780 Frances Perez Julia $5,760 $5,760 Marilyn Anderson $5,666 $5,666 Abby Anderson $5,654 $5,654 Lisa Davis $5,441 $5,441 Cody Barlow $5,385 $5,385 Troy Sperry $5,346 $5,346

Page 15 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 17 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Alyssa Harris $5,280 $5,280 Denise DeVoe-Hazelett $5,250 $5,250 Scott Hoffmann $5,249 $5,249 Hunter Cannon $5,177 $5,177 Dan Swanson $5,098 $5,098 Patricia Weber $5,042 $5,042 Maya Savic $4,985 $4,985 Kimberly Pruitt $4,927 $4,927 Paul Finck $4,874 $4,874 Don Jorgensen $4,780 $4,780 Alexis Ellis $4,777 $4,777 Megan Peterson $4,741 $4,741 Linda Birnie $4,708 $4,708 Jenny Rose $4,686 $4,686 Meagan Carpio $4,538 $4,538 Brett Williams $4,533 $4,533 Daniel Simsiman $4,522 $4,522 Kiley Christensen $4,514 $4,514 Christina Gayheart $4,459 $4,459 Robert Thornton $4,375 $4,375 Ryan Bloxham $4,372 $4,372 Lynn Randall Singer $4,308 $4,308 David Gilmore $4,265 $4,265 Patricia Thomas $4,250 $4,250 Whitney Pratt $4,235 $4,235 Jacob Denver $4,159 $4,159 Jason Clifford $1,781 $2,370 $4,152 Alma Dubon $4,122 $4,122 Ruben Estrada $3,957 $3,957 Juan Clark $3,945 $3,945 Mike Vullo $3,942 $3,942 Matthew Gillman $3,898 $3,898 Michael Meinzer $3,863 $3,863 Isaac Rodriquez $3,840 $3,840 Robert Hutchins $3,776 $3,776 Timothy McGaffin $3,675 $3,675 Robert DeMott $3,665 $3,665 Jason Loughridge $3,640 $3,640 Cassandra Weis $3,604 $3,604 Chantal Anderson $3,560 $3,560 Tyler Briggs $3,550 $3,550 Mario Calderon $3,540 $3,540 Angel Martinez $3,445 $3,445

Page 16 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 18 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Kasia Palmaka $3,445 $3,445 Jon Moss $3,436 $3,436 Kirby Griffiths $3,429 $3,429 Marcos Orozco $3,420 $3,420 Carlos Garcia $3,420 $3,420 Steven Willey $3,393 $3,393 Mark Trujillo $3,393 $3,393 Travis Sallenback $3,388 $3,388 Charles Brooks $3,354 $3,354 Meagan Martin $3,344 $3,344 Mitch Schoenman $3,315 $3,315 Cassie Sigler $3,280 $3,280 Yovanna Martinez $3,277 $3,277 Frederick Johnson $3,240 $3,240 Nicole Jensen $3,170 $3,170 Natasha Johnson $3,170 $3,170 Jeanne Jones $3,170 $3,170 Erik Berrios $3,138 $3,138 Brett Monson $3,096 $3,096 Jazmine Cruz $3,082 $3,082 Richard Tyson Ellis $3,055 $3,055 Katie Lawson $3,027 $3,027 Estephania Guerrero $3,024 $3,024 Pamela Gorrie $3,000 $3,000 Ariba Joubert $3,000 $3,000 Chris Swart $3,000 $3,000 Dan Beckerman $2,995 $2,995 David Elton $2,922 $2,922 Jessica Moreno $2,919 $2,919 Todd Shuman $2,851 $2,851 Colin Archuleta $2,839 $2,839 Damon Parker $2,820 $2,820 Mark Ferrell $2,792 $2,792 Dennis Thomas $2,684 $2,684 Joacquin Stevens $2,680 $2,680 Lance Richards $2,639 $2,639 Musah Earle $2,610 $2,610 Christian Jensen $2,610 $2,610 Omar Olsen $834 $1,738 $2,572 Carlos Orozco $2,512 $2,512 Adam Giles $2,507 $2,507 Marley Chamberlain $2,500 $2,500 Shantel Chester $2,406 $2,406

Page 17 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 19 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Michael Myers $2,400 $2,400 Danielle Tamblyn $2,370 $2,370 Cheri Robbins $2,370 $2,370 Adalburto Arroyo $2,351 $2,351 Nicole Gonzalez $2,308 $2,308 William Vaultz $2,300 $2,300 Andrea Forero $2,287 $2,287 Claribel Martinez $2,262 $2,262 Stephanie Appleton $2,250 $2,250 Luis Santiago $2,250 $2,250 Timothy Papa $2,249 $2,249 Mabel Anderson $2,209 $2,209 Russell Baughman $2,181 $2,181 Tracey Wise $2,140 $2,140 Chiricahau Wolff $2,108 $2,108 Michael Kevin Moore $2,100 $2,100 Rich Davis $2,082 $2,082 Kyle Handy $2,077 $2,077 Cheryl Quell $2,040 $2,040 Tamisha Chloe Phayleuhat-Carling $2,019 $2,019 Camille Thomas $2,000 $2,000 Peter Massihi $1,976 $1,976 Nik Piscitello $1,963 $1,963 Eric Baertsch $1,936 $1,936 Brian Zimmerman $1,934 $1,934 Rebecca Garcia $1,923 $1,923 Deborah Finck $1,913 $1,913 JJ Childers $1,912 $1,912 Cameron McCracken $1,870 $1,870 Raquel Calderon $1,859 $1,859 Ava Lewin $1,785 $1,785 Hannah Lee $1,779 $1,779 Erin Fitzgerald $1,750 $1,750 Virgina Bostrom $1,725 $1,725 Lisa Williams $1,711 $1,711 Terri Lawrenz $1,700 $1,700 Mike Syme $1,682 $1,682 Mikel Sage $1,675 $1,675 Richard Evans $1,637 $1,637 Sherri DeLaura $1,590 $1,590 Kizzi Murdock $1,544 $1,544 Tanyoka Williams $1,540 $1,540 Kim Christopherson $1,535 $1,535

Page 18 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 20 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Robert Kralovetz $1,500 $1,500 Myra Morris $1,480 $1,480 Jeanne Hayes $1,475 $1,475 Jacob Cannon $1,454 $1,454 Nathan Lowe $1,431 $1,431 Will Brunner $1,424 $1,424 Paul Winn $1,385 $1,385 Matthew Simmons $1,302 $1,302 Jennifer Biolsi $1,250 $1,250 Steve Olpin $1,224 $1,224 Tad Lignell $1,189 $1,189 Penny Chen $1,160 $1,160 Warren Manwill $1,160 $1,160 Marquise Joubert $1,156 $1,156 Robert Martin $1,125 $1,125 Justin Pearce $1,125 $1,125 Jose Jarquin $1,099 $1,099 Cortney Comstock $1,012 $1,012 Rebecca Segar $1,000 $1,000 Michael Horne $1,000 $1,000 Katie Gall $1,000 $1,000 Kirsten Ehrnriter $1,000 $1,000 Glen Alexander Alleman $1,000 $1,000 Jackson Kade Lucero $945 $945 Alden Sparks $945 $945 Ellen Knapp $900 $900 Maynard Scribner $870 $870 Kenneth Merkel $850 $850 Andrew Mathis $838 $838 Aaron Shilling $825 $825 Nicholas Welch $764 $764 Tamara Jones $763 $763 Melanie Belonis $763 $763 Kevin Canty $763 $763 Ayana Lindsey $763 $763 Paul Jeppsen $720 $720 Aaron Wilson $700 $700 Lisa Long $691 $691 James Wheeler $650 $650 Monique Overbey $638 $638 Fong Lin $625 $625 Matthew Marshall $625 $625 Larry Reymore $625 $625

Page 19 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-12 Filed 12/13/19 Page 21 of 21

Zurixx LLC Summary of Employee and Vendor (Subcontractor) Payments For the Period September 2012 to October 2019

Employee/Vendor Employee Vendor Grand Total Sean Falker $575 $575 Tasha Bethea $575 $575 Patricia Delaney $575 $575 Veerja Mehta $575 $575 Sean Castaneda $575 $575 Nicol Diaz $575 $575 Christopher Dickerson $575 $575 Amaris McCargo $575 $575 Tipton Carlson $540 $540 Pauline Tyas $538 $538 James Sahady $500 $500 Eric Stone $500 $500 Dustin Fitch $500 $500 Alyssa Love $500 $500 Jade Cancel $488 $488 Chris Norman $486 $486 Amiya McCargo $475 $475 Ilona Brown $474 $474 Kellie Wilson $469 $469 Zont'l Smith $457 $457 Josh Taylor $0 $453 $453 Kaylee Haro $416 $416 0 Stephanie Weed $401 $401 Ross Meredith $315 $315 Seville Michelle $300 $300 Eugenia Edwards $300 $300 Erica Richardson $300 $300 Daisy Felix $300 $300 Ricky Florence $296 $296 R D Woodland $290 $290 Jason Marin $276 $276 Annalisa Rinetti $240 $240 Matt Thompson $237 $237 Brianna Munger $208 $208 Jeslyn Sundquist $192 $192 Anthony Castillo $122 $122 (blank) $56 $56 Lui Anthony Ehrnriter $0 $0 Andria Finau ($0) ($0)

Grand Total $61,565,685 $96,944,949 $158,509,633

Page 20 of 20 Case 2:19-cv-00713-DAK-EJF Document 71-13 Filed 12/13/19 Page 1 of 2

EXHIBIT “A11” Case 2:19-cv-00713-DAK-EJF Document 71-13 Filed 12/13/19 Page 2 of 2

Zurixx, LLC and Consolidated Entities (Brand Management Holdings, LLC and Dorado Marketing and Management LLC) Financial Statement Summary

2014 2015 2016 2017 2018 Total Revenues $54,188,360 $85,301,223 $167,309,147 $88,900,083 $95,339,167 $491,037,980

Cost of Revenues $47,066,917 $61,062,781 $7,182,277 $6,462,949 $6,699,025 $128,473,949

Gross Margin $7,121,443 $24,238,442 $160,126,870 $82,437,134 $88,640,142 $362,564,031

Operating Expenses Selling and Marketing $96,977,145 $63,968,755 $61,515,367 $222,461,267 Payroll and related benefits $2,986,540 $4,909,030 $6,391,714 $5,814,941 $5,693,720 $25,795,945 Professional services $1,901,272 $301,898 $1,606,038 $892,202 $624,788 $5,326,198 Merchant and bank fees $1,739,666 $2,743,323 $3,190,638 $2,444,863 $2,607,518 $12,726,008 Sales expense $902,375 $1,018,816 $1,034,838 $648,504 $746,763 $4,351,296 Occupancy and rent $594,772 $1,043,684 $1,717,863 $1,261,896 $1,418,381 $6,036,596 Travel and entertainment $234,001 $431,381 $862,748 $565,859 $374,726 $2,468,715 Office expenses $200,132 $514,511 $778,063 $291,741 $376,157 $2,160,604 General and administration $187,838 $1,421,983 $496,896 $445,837 $417,456 $2,970,010 Depreciation $35,315 $162,719 $353,119 $372,439 $284,814 $1,208,406 Total Operating Expenses $8,781,911 $12,547,345 $113,409,062 $76,707,037 $74,059,690 $285,505,045

Other income (expense) and income tax ($2,365,076) ($1,361,075) ($872,807) ($169,563) ($484,495) ($5,253,016)

Consolidated Net Income ($4,025,544) $10,330,022 $45,845,001 $5,560,534 $14,095,957 $71,805,970

Operating Cash Flow $13,052,115 $35,035,401 $13,708,162 $8,697,315 $14,369,365 $84,862,358

Net Income Attributable to Dorado N/A $32,343,354 $20,906,537 $5,875,470 $12,756,680 $71,882,041 Net Income (Loss) Attributable to Zurixx, LLC ($20,930,295) ($4,838,613) $12,679,395 ($314,936) $1,339,277 ($12,065,172)

Members' Deficit - Zurixx, LLC ($20,930,295) ($26,148,831) ($13,469,436) ($18,320,099) ($16,950,803) Members' Equity (Deficit) - Dorado N/A $816,846 $7,570,192 $7,266,169 $4,670,299

Total Consolidated Members' Deficit ($20,930,295) ($42,126,781) ($10,434,971) ($11,053,930) ($12,280,504)

Member Distributions - Zurixx, LLC $11,262,830 $0 $0 $0 $0 $11,262,830 Member Distributions - Dorado N/A $31,526,508 $14,153,191 $6,179,793 $15,352,550 $67,212,042 Total Member Distributions $11,262,830 $31,526,508 $14,153,191 $6,179,793 $15,352,550 $78,474,872 Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 1 of 26

EXHIBIT “A12” Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 2 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES

CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2018 and 2017 Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 3 of 26

TABLE OF CONTENTS Pae

INDEPENDENT AUDITOR'S REPORT 1

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets 3

Consolidated Statements of Income 4

Consolidated Statements of Members' Deficit 5

Consolidated Statements of Cash Flows 6

Notes to Consolidated Financial Statements 7

SUPPLEMENTARY INFORMATION:

2018 Consolidating Balance Sheet 15

2018 Consolidating Statement of Income 16

2018 Consolidating Statement of Members' Equity (Deficit) 17

2018 Consolidating Statement of Cash Flows 18

2017 Consolidating Balance Sheet 19

2017 Consolidating Statement of Operations 20

2017 Consolidating Statement of Members' Equity (Deficit) 21

2017 Consolidating Statement of Cash Flows 22 Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 4 of 26 S~IRE HIGHER PERSPECTIVE

To the Members of Zurixx, LLC and Consolidated Entities

Report on Consolidated Financial Statements

We have audited the accompanying financial statements ofZurixx, LLC and Consolidated Entities, which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the related consolidated statements of income, members' equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of Dorado Marketing and Management LLC, an entity consolidated under Financial Accounting Standards Board ASC 810, whose statements reflect total assets constituting 26% and 40% of consolidated total assets at December 31, 2018 and 2017, respectively, and total revenues constituting 0%, after eliminations, of consolidated total revenues for each of the years then ended. Those statements were audited by other auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Dorado Marketing and Management LLC, is based solely on the report of the other auditors. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

o 1329 South Boo East, Orem, UT 84097 II p 801.225.6900 II w squire. com

Sqt1irr is a dba 1cgi:-tc1cd to Squire & Com?any, l'C, a ccrcificd puhlic accoun ting f.m1 Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 5 of 26

Opinion

In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Zurixx, LLC and Consolidated Entities as of December 31, 2018 and 2017, and the consolidated results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Report on Supplementary Information

Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating supplementary information is presented for purposes of additional analysis of the consolidated financial statements rather than to present the financial position, results of operations, and cash flows of the individual companies, and it is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The consolidating information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, which insofar as it relates to Dorado Marketing and Management LLC is based on the report of other auditors, the consolidating information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. ~ +~,Pc Orem, Utah June 11, 2019 Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 6 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATED BALANCE SHEETS December 31, 2018 and 2017 2018 2017

ASSETS

Current Assets: Cash $ 4,685,993 $ 5,808,490 Capitalized advertising costs 2,824,979 2,073,101 Deferred costs 8,236,434 7,148,912 Prepaid expenses 77,837 79,437 Total current assets 15,825,243 15,109,940

Restricted Cash 4,272,215 4,301,113

Fixed Assets, net 608,852 724,335 Total assets $ 20,706,310 $ 20,135,388

LIABILITIES AND MEMBERS' DEFICIT

Current Liabilities: Accounts payable $ 658,506 $ 3,267,735 Due to related parties 2,000 2,000 Reserves for refunds and chargebacks 6,607,648 7,067,290 Deferred revenue 22,057,167 17,579,705 Accrued payroll and related benefits 440,259 390,051 Accrued expenses 274,664 Accrued loss contingency 2,276,639 2,500,639 Deferred rent 139,203 129,766 Income tax payable 530,728 252,132 Total current liabilities 32,986,814 31,189,318

Members' Equity (Deficit): Zurixx, LLC and Combined Entity Deficit (16,950,803) (18,320,099) Interest in Dorado Marketing and Management LLC 4,670,299 7,266,169 Total member's deficit (12,280,504} (11,053,930} Total liabilities and members' deficit $ 20,706,310 $ 20,135,388

The accompanying notes are an integral part of these consolidated financial statements. -3- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 7 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 2018 and 2017 2018 2017

Revenues $ 95,339,167 $ 88,900,083

Cost of Revenues 6,699,025 6,462,949

Gross Margin 88,640,142 82,437,134

Operating Expenses: Selling and marketing 61,515,367 63,968,755 Payroll and related benefits 5,693,720 5,814,941 Professional services 624,788 892,202 Merchant and bank fees 2,607,518 2,444,863 Sales expense 746,763 648,504 Occupancy and rent 1,418,381 1,261,896 Travel and entertainment 374,726 565,859 Office expenses 376,157 291,741 General and administration 417,456 445,837 Depreciation 284,814 372,439 Total operating expenses 74,059,690 76,707,037 Operating Income 14,580,452 5,730,097

Other Income (Expense): Other income 27,312 73,802 Interest income 1,838 1,969 Other expense {1 O} Total other income 29,150 75,761

Income before Income Taxes 14,609,602 5,805,858

Income Tax Expense (513,645) (245,324)

Net Income 14,095,957 5,560,534

Net Income Attributable to Interest in Dorado Marketing and Management LLC 12,756,680 5,875,470

Net Income (Loss) Attributable to Zurixx, LLC $ 1,339,277 $ (314,936)

The accompanying notes are an integral part of these consolidated financial statements.

-4- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 8 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATED STATEMENTS OF MEMBERS' DEFICIT Years Ended December 31, 2018 and 2017

Zurixx, LLC Dorado Marketing and and Combined Entit~ Man9a9ement LLC Total Members' Deficit at January 1, 2017 $ (18,005,163) $ 7,570,192 $ (10,434,971)

Member distributions (6, 179,493) (6,179,493)

Net income (314,936} 5,875,470 5,560,534

Members' Deficit at December 31, 2017 (18,320,099) 7,266,169 (11,053,930)

Member contributions 30,019 30,019

Member distributions (15,352,550) (15,352,550)

Net income 1,339,277 12,756,680 14,095,957 Members' Deficit at December 31, 2018 $ (16,950,803) $ 4,670,299 $ {12,280,504)

The accompanying notes are an integral part of these consolidated financial statements. -5- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 9 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2018 and 2017 2018 2017

Cash Flows from Operating Activities: Net income $ 14,095,957 $ 5,560,534 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 284,814 372,439 Change in operating assets and liabilities: Prepaid expenses 1,600 38,548 Restricted cash 28,898 6,754,305 Capitalized advertising costs (751,878) (771,846) Deferred costs (1,087,522) 1,575,145 Due from related parties 49,840 Accounts payable (2,609,229) 1,532,637 Due to related parties (1,500,000) Accrued payroll and related benefits 50,208 68,686 Reserve for refunds and chargebacks (459,642) (626,155) Deferred revenue 4,477,462 (3,539,868) Accrued loss contingency (224,000) (226,000) Deferred rent 9,437 52,097 Income tax payable 278,596 (643,047) Accrued expenses 274,664 Total adjustments 273,408 3,136,781 Net cash provided by operating activities 14,369,365 8,697,315

Cash Flows from Investing Activity: Purchase of fixed assets (169,331) (56,239)

Cash Flows from Financing Activities: Member contributions 30,019 Member distributions {15,352,550} {6,179,493} Net cash used by financing activities {15,322,531} {6,179,493} Net Change in Cash and Cash Equivalents (1,122,497) 2,461,583

Beginning Cash and Cash Equivalents 5,808,490 3,346,907 Ending Cash and Cash Equivalents $ 4,685,993 $ 5,808,490

The accompanying notes are an integral part of these consolidated financial statements. -6- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 10 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. The Company

Financial Statements and Presentation - The consolidated financial statements include the accounts of Zurixx, LLC, and an entity consolidated under Financial Accounting Standards Board (FASB) ASC 810, Dorado Marketing and Management LLC (collectively referred to as "the Company"). All significant intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements.

Business Activity - Zurixx, LLC (Zurixx) includes the combined financial statements of Brand Management Holdings, LLC. Zurixx was organized in the state of Utah on February 23, 2012. Zurixx has an original life of99 years and will terminate in February 2111. Zurixx develops, promotes, sells and fulfills financial education programs throughout the United States and Canada by partnering with well-known and trusted financial celebrities to cater, market and sell impactful programs that are easy to learn and effective. Brand Management Holdings, LLC (BMH) has the same ownership structure as Zurixx and is combined to present a more meaningful presentation of the operations ofBMH and Zurixx. All significant intercompany balances and transactions have been eliminated in combination. BMH was organized in the state of Delaware on October 13, 2016. BMH has an original life of 99 years and will terminate in October 2115. BMH was created to help mitigate and minimize the risk from the different brands Zurixx contracts with to prevent potential brand image issues affecting other brands.

Dorado Marketing and Management LLC, a Puerto Rican limited liability company, was originally organized on August 8, 2014 as Zurixx, LLC Puerto Rico. The Company commenced operations in January 2015 and is engaged in export services associated to advertising and public relations; consulting centralized management services; and educational and training services. All of the revenues of Dorado Marketing and Management LLC are earned from Zurixx and eliminated in the consolidating financial statements.

Note 2. Summary of Significant Accounting Policies

This summary of significant accounting policies of the Company is presented to assist in understanding the Company's consolidated financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the consolidated financial statements.

Cash - For purposes of the statement of cash flows, cash includes all regular checking, savings, money market accounts with original maturities of90 days or less.

Restricted Cash - Restricted cash consists of monies held by merchant account providers for chargebacks on credit card sales. As of December 31, 2018 and 2017, a maximum amount had not been established that could be withheld on sales.

Prepaid Expenses - Prepaid expenses consist primarily of deposits on lease agreements and deposits for goods and services.

-7- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 11 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Summary of Significant Accounting Policies (Continued)

Deferred Costs - Deferred costs consist of expenses incurred relating to deferred revenue and will be expensed when the related revenue is recognized.

Use ofEstim ates -The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances in making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Depreciation - Fixed assets are stated at cost less accumulated depreciation. Depreciation is determined using the straight-line method over the estimated useful lives of individual assets. The useful life used for computing depreciation for asset classes is described below:

Leasehold improvements 3-10 years Furniture and fixtures 5-7 years Office and computer equipment 3-5 years Software 3 years

Depreciation expense for the years ended December 31, 2018 and 2017, was $284,814 and $372,439, respectively. Maintenance and repairs are expensed when incurred, and betterments which extend the economic useful life of an asset are capitalized. Gains and losses on the disposal of fixed assets are reflected in operations.

Revenue Recogniti on - Revenues are recognized when access to resources are provided to customers and when the services are provided to the customer. If the customer does not attend the scheduled event, revenue is recognized in accordance with the sales contract within 30 days of when the services were scheduled to be provided. The Company sells packages that include separate elements. Revenue is allocated to the separate elements based on their relative fair values. The fair value of an undelivered element is based on the sales price of the item on a standalone basis. If an undelivered element exists, its proportionate fair value is subtracted from the total consideration under the arrangement and recorded as deferred revenue. Revenues are derived from the sale of workshops, one on-one consulting, coaching, and other educational products. Revenue from workshops are recognized upon completion of the workshop or within 30 days of when the workshop was scheduled. Consulting services and coaching are recognized after the services and coaching are provided or within 30 days of when the services were scheduled to be provided. Revenue from the other educational products are recognized once the products have been provided to the customers.

-8- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 12 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Summary of Significant Accounting Policies (Continued)

As of January I, 2019, the Company is required to adopt the Financial Accounting Standards Board (the "FASB") Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). Under the update, revenue will be recognized based on a five-step model. The core principle of the model is that revenue will be recognized when the transfer of promised goods or services to customers is made in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company currently plans to use the modified retrospective method which requires that the Company not adjust historical reported revenue amounts. The Company is evaluating the effect of this new standard but does not expect it to have a material impact on the revenue recognition process of the Company.

Reserve for Refunds or Chargebacks - In the normal course of business, the Company records a reserve obligation for estimated refunds and chargebacks. The reserve amounts at December 31, 2018 and 2017, were $6,607,648 and $7,067,290, respectively, and are estimates made by management based upon historical trends of actual refunds and chargebacks.

Deferred Rents - The Company evaluates each property lease, including escalation clauses rent holidays, and renewal options, to determine whether a straight-line adjustment to rent expense is required. The difference between the straight-line rent expense and the amount paid in cash for rent is recorded to deferred rents on the consolidated balance sheet.

Income Taxes -The members of Zurixx and BMH are taxed on their proportionate share of the individual entity's income. Therefore, no provision or liability for income taxes related to income taxes for Zurixx and BMH is included in the accompanying consolidated financial statements.

Zurixx and BMH file income tax returns in the U.S. federal jurisdiction and various state jurisdictions and are no longer subject to U.S. federal or state and local income tax examinations by tax authorities for years before 2015.

In accordance with accounting standards, the Company repmis a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in other expense in the statement of operations. The Company has not recognized any tax benefits from unce1iain tax positions.

Because of Dorado Marketing and Management LLC's tax status as a C Corporation (see Note 11 ), income tax is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in expected tax rates is recognized in income in the period that includes the enactment date.

-9- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 13 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Summary of Significant Accounting Policies (Continued)

Dorado Marketing and Management LLC is subject to income tax audits by the Commonwealth of Puerto Rico for its taxable years 2015 to 2018, until the applicable statute of limitations expire. Tax audits by their nature are often complex and can require several years to complete. Management has not been notified of any such audits.

Note 3. Concentrations

At December 31, 2018, the carrying amount of cash and cash equivalents was $4,685,993, and the bank balance was $4,879,794, of which $500,000 was covered by federal depository insurance.

Note 4. Sales Contracts

Total sales contracts entered into were $99,050,159 and $85,359,698 for the years ended December 31, 2018 and 2017, respectively. Revenue recognized on sales contracts are recognized using the principles described in Note 2.

Below is a schedule showing sales by year and the year the sales were earned in revenue:

Sales Year 2012 2013 2014 2015

Earned revenue prior to 2014 $ 1,850,794 $ 27,202,974 $ $ Earned revenue in 2014 2,647,911 51,540,449 Earned revenue in 2015 52,085 2,825,840 82,423,298 Earned revenue in 2016 2,069,453 14,366,279 45,729,121 Earned revenue in 2017 Earned revenue in 2018 Total sales contracts

Total Sales $ 1,850,794 $ 31,972,423 $ 68,732,568 $128,152,419

(Continued) ... Sales Year 2016 2017 2018 Totals

Earned revenue prior to 2014 $ $ $ 29,053,768 Earned revenue in 2014 54,188,360 Earned revenue in 2015 85,301,223 Earned revenue in 2016 105,144,294 167,309,147 Earned revenue in 2017 21,113,073 67,787,010 88,900,083 Earned revenue in 2018 17,576,705 77,762,462 95,339,167 Total sales contracts 22,057,167 22,057,167

Total Sales $126,257,367 $ 85,363,715 $ 99,819,629 $542,148,915

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ZURIXX, LLC AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Commitments and Contingencies

Accrued Loss Contingency - During the year ended December 31, 2014, a third party sold homes at the Company's workshops to the Company's students. The Company has discovered that many of these homes did not have clear title, and certain representations made by the third party also were not true. Because the homes were sold at the Company's workshops, the Company has decided to refund a portion of the sales price to students if refunds are requested by students. At December 31, 2018 and 2017, management has estimated that the Company will pay $2,276,639 in refunds, this amount has been recorded as accrued loss contingency on the balance sheet.

In addition, the Company has accrued $224,000 at December 31, 2017, for settlements reached with customers for disputes relating to services provided to the customers. During the year ended December 31, 2018, the balance was paid in full.

Venue Contracts - During the year ended December 31, 2018, the Company entered into contracts for venues to hold summit events. At December 31, 2018 and 20 I 7, the Company is obligated to pay $84,000 and $856,926 for events to be held in 2018 and 2017, respectively.

Transfer Price - The Company performed a Comparable Profits Method (CPM) and Comparable Uncontrolled Transactions (CUT) analysis to determine the arm's length nature of intra-group compensating transactions. These transactions impact the tax exposure of the jurisdiction whereby the affiliate services are billed. Management performed a transfer price evaluation and found no significant exposure.

Note 6. Related Party Transactions

At December 31, 2018 and 2017, the Company owed members of the Company $2,000.

Note 7. Capitalized Advertising Costs

The Company expenses adve1iising costs as incurred, except for direct-response advertising, which is capitalized and amortized over the expected period of future benefits.

Direct-response advertising consists primarily of direct mail, radio, and online advertisements that promote the Company's free events and encourages people to attend the events. The capitalized costs of the advertising are amortized as the services sold at the events are fulfilled by the Company.

At December 31, 2018 and 2017, capitalized direct-response advertising costs of $2,824,979 and $2,073,101, respectively, were included in the accompanying balance sheets. For the years ended December 31, 20 I 8 and 20 I 7, advertising expense was $11,606,846 and $9,242,718, respectively, which consists of amortization of direct response advertising.

-11- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 15 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8. Fixed Assets

Fixed assets consist of the following at December 31, 2018 and 2017:

2018 2017

Leasehold improvements $ 828,703 $ 828,703 Furniture and fixtures 583,101 583,101 Equipment 378,088 208,757 Software 40,454 40,454

Total 1,830,346 1,661,015 Less accumulated depreciation (1,221,494) (936,680) Fixed assets, net $ 608,852 $ 724,335

Note 9. Operating Leases

The Company has entered into two non-cancelable operating leases for office space in Utah expiring in July 2019 and January 202 l. These leases require monthly payments totaling $90,749, which increases 3% each year. Also, the Company has leased administrative faci Ii ties located in Dorado, Puerto Rico expiring October 2021, requiring monthly payments of $10,795, which increase 3% each year. Lease expense was $1,192,095 and $1,077,013 for the years ended December 31, 2018 and 2017, respectively.

Future minimum payments due under these leases are as follows:

Year Ending December 31,

2019 $ 1,141,608 2020 1,126,885 2021 228,267

Total $ 2,496,760

Note 10. Supplementary Cash Flow Information

The Company paid $0 in interest during the years ended December 31, 2018 and 2017. The Company paid $235,049 and $888,371 in incomes taxes during the years ended December 31, 2018 and 2017, respectively.

-12- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 16 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Income Tax - Puerto Rico

Dorado Marketing and Management LLC operates for tax purposes as a C corporation. The maximum tax rate for a C corporation is 39% under the laws of the Commonwealth of Puerto Rico, but on January 30, 2015, the Company received a grant from the Depmtment of Economic Development and Commerce in order to operate with a tax exemption under the Act No. 20 of January 17, 2012, as amended ("the Act"). The Act provides for certain tax benefits for local companies that provide eligible service activities outside of Puerto Rico.

Under the Act, Dorado Marketing and Management LLC is subject to income tax on its export services income on a preferential tax rate of 4% based on the grant received under the Act. In order to maintain the exemption status under the Act, the Company must comply with an employment commitment of three direct employees within six months of commencement of operations and for the remaining of the exempt period of twenty years. The term "direct employees" under the grant condition includes "full-time" and "part-time" employees residing in Puerto Rico.

Income tax expense attributable to income from continuing operations for the years ended December 31, 2018 and 2017, is as follows:

2018 2017

Expected tax expense (39%) $ 5,174,603 $ 2,391,907 Less: Tax relief under the Act (4,660,958) (2,146,583)

Income tax expense under the Act (4%) $ 513,645 $ 245,324

Note 12. Limited Liability Company

Certain entities of the Company are limited liability companies (see Note 1). In a limited liability company (LLC), no member, manager, agent, or employee of the LLC is personally liable for debts, obligations, or liabilities of the LLC, whether arising from contract, tort, or otherwise, or for the acts of omission of any member, director, manager, agent or employee of the LLC, unless the individual has signed a specific personal guarantee.

-13- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 17 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Principles of Consolidation

Accounting standards for consolidation requires that a company that holds variable interests in an entity consolidate the entity if the company's interest in the variable interest entity (VIE) is such that the company will absorb a majority of the VIE's expected losses and/or receive a majority of the VIE's expected residual returns, if they occur. In such case, the company is the primary beneficiary of the VIE. It also requires additional disclosures by primary beneficiaries and other significant variable interest holders.

Zurixx, LLC has a significant implicit variable interest in Dorado Marketing and Management LLC. Accordingly, Zurixx, LLC is considered the primary beneficiary in that Zurixx, LLC would be more than likely expected to absorb a majority of Dorado Marketing and Management LLC's losses and/or receive residual returns, if they occur.

Note 14. Reclassification

Certain amounts in the 2017 consolidated financial statements have been reclassified to conform to the presentation in the 2018 consolidated financial statements. These reclassifications have no effect on net income.

Note 15. Subsequent Events

The Company has evaluated subsequent events through June 11, 2019, the date the financial statements were available to be issued.

-14- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 18 of 26

SUPPLEMENTARY INFORMATION Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 19 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATING BALANCE SHEET December 31 , 2018 Zurixx, LLC Dorado Marketing and and Combined Entity Mangagement LLC Eliminations Total

ASSETS

Current Assets: Cash $ 4,246,203 $ 439,790 $ - $ 4,685,993 Capitalized advertising costs 2,824,979 - - 2,824,979 Deferred costs 12,167,262 - (3,930,828) 8,236,434 Due from related parties 4,827,505 (4,827,505) Prepaid expenses 77,837 - 77,837 Total current assets 19,316,281 5,267,295 (8,758,333) 15,825,243

Restricted Cash 4,272,215 4,272,215

Fixed Assets, net 545,610 63 ,242 - 608,852 Total assets $ 24,134,106 $ 5,330,537 $ (8,758,333) $ 20 ,706,310

LIABILITIES AND MEMBERS' EQUITY (DEFICIT)

Current Liabilities: Accounts payable $ 542,825 $ 115,681 $ $ 658,506 Due to related parties 4,829,505 - (4,827,505) 2,000 Reserves for refunds and chargebacks 6,607,648 - 6,607,648 Deferred revenue 22,057,167 - 22,057,167 Accrued payroll and related benefits 440,259 - 440,259 Accrued expenses 260,835 13,829 274,664 Accrued loss contingency 2,276,639 - - 2,276,639 Deferred rent 139,203 139,203 Income tax payable 530,728 - 530,728 Total current liabilities 37,154,081 660,238 (4,827,505) 32,986,814

Members' Equity (Deficit): Zurixx, LLC and Combined Entity Deficit (13,019,975) (3,930,828) (16,950,803) Interest in Dorado Marketing and Management LLC 4,670,299 4,670,299

Total member's equity (deficit) (13,019,975) 4,670,299 (3,930,828) (12,280,504) Total liabilities and members' equity (deficit) $ 24,134,106 $ 5,330,537 ...!.___J8,758,333) _$_ 20 ,70_6,310

-15- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 20 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2018 Zurixx, LLC Dorado Marketing and and Combined Entity Mangagement LLC Eliminations Total

Revenues $ 95,339,167 $ 26,304,394 $ (26,304,394) $ 95,339,167

Cost of Revenues 6,699,025 - 6,699,025

Gross Margin 88,640,142 26,304,394 (26,304,394) 88,640,142

Operating Expenses: Selling and marketing 74,849,753 11,231,170 (24,565,556) 61,515,367 Payroll and related benefits 4,144,268 1,549,452 5,693,720 Professional services 624,788 - 624,788 Merchant and bank fees 2,607,518 2,607,518 Sales expense 746,763 746,763 Occupancy and rent 1,288,836 129,545 1,418,381 Travel and entertainment 374,726 374,726 Office expenses 376,157 - 376,157 General and administration 417,456 417,456 Depreciation 133,600 151 ,214 - 284,.814 Total operating expenses 85,563,865 13,061,381 (24,565,556) 74,059,690 Operating Income 3,076,277 13,243,013 (1,738,838) 14,580,452

Other Income: Other Income 27,312 27,312 Interest income 1,838 - - 1,838 Total other income 1,838 27 ,312 - 29,150 Income before Income Taxes 3,078,115 13,270,325 (1,738,838) 14,609,602

Income Tax Expense (513,645) - (513,645) Net Income 3,078,115 12,756,680 (1,738,838) 14,095,957

Net Income Attributable to Interest in Dorado Marketing and Management LLC - 12,756,680 12,756,680

Net Income Attributable to Zurixx, LLC $ 3,078~ $ - $ (1,738,838) $ 1,339,277

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ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATING ST A TEMENT OF MEMBERS' EQUITY (DEFICIT) Year Ended December 31 r 2018

Zurixx, LLC Dorado Marketing and and Combined Enti!Y_ Mangagement LLC Eliminations Total Members' Equity (Deficit) at January 1, 2018 $ (16 ,128,109) $ 7,266,169 $ (2,191,990) $ (11,053,930)

Member contributions 30,019 - - 30,019

Member distributions - (15,352,550) - (15,352,550)

Net income 3,078,115 12,756,680 (1 ,738,838) 14,095,957

Members' Equity (Deficit) at December 31, 2018 $ (13,019,975} $ 4,670,299 $ (3 ,930,828) $ (12,280,~Q4)

-17- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 22 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2018 Zurixx, LLC Dorado Marketing and and Combined Entity Mangagement LLC Eliminations Total

Cash Flows from Operating Activities: Net income $ 3,078,115 $ 12,756,680 $ (1,738,838) $ 14,095,957 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 133,600 151,214 284,814 Change in operating assets and liabilities: Prepaid expenses 1,600 - 1,600 Restricted cash 28,898 - 28,898 Capitalized advertising costs (751,878) - - (751,878) Deferred costs (2,826,360) - 1,738,838 (1,087,522) Accounts payable (2,164,973) (444,256) (2,609,229) Accrued payroll and related benefits 63,256 (13,048) - 50,208 Reserve for refunds and chargebacks (459,642) - (459,642) lntercompany accounts (2,576,833) 2,576,833 Deferred revenue 4,477,462 - 4,477,462 Accrued loss contingency (224,000) (224,000) Deferred rent 9,437 - 9,437 Income tax payable 278,596 278,596 Accrued expenses 274,664 - - 274,664 Total adjustments (4,014,769) 2,549,339 1,738,838 273,408 Net cash provided by operating activities (936,654) 15,306,019 14,369,365

Cash Flows from Investing Activity: Purchase of fixed assets (169,331) - (169,331)

Cash Flows from Financing Activities: Member contributions 30,019 - - 30,019 Member distributions (15,352,550) - (15,352,550) Net cash used by financing activities 30 ,019 (15,352,550) - (15,322,531) Net Change in Cash and Cash Equivalents (1,075,966) (46,531) (1,122,497)

Beginning Cash and Cash Equivalents 5,322,169 486,321 5,808,490 Ending Cash and Cash Equivalents $ 4,246,203 $ 439,790 $ - $ 4,685,993

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ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATING BALANCE SHEET December 31, 2017 Zurixx, LLC Dorado Marketing and and Combined Entity Mangagement LLC Eliminations Total

ASSETS

Current Assets: Cash $ 5,322,169 $ 486,321 $ $ 5,808,490 Capitalized advertising costs 2,073,101 2,073,101 Deferred costs 9,340,902 (2,191,990) 7,148,912 Due from related parties 7,414,836 (7,414,836) Prepaid expenses 79,437 79,437 Total current assets 16,815,609 7,901,157 (9,606,826) 15,109,940

Restricted Cash 4,301,113 4,301,113

Fixed Assets, net 509,879 214,456 724,335

Total assets $ 21 ,626,601 $ 8,115,613 $ (9,606,826) $ 20,135,388

LIABILITIES AND MEMBERS' EQUITY (DEFICIT)

Current Liabilities: Accounts payable $ 2,707,798 $ 559,937 $ $ 3,267,735 Due to related parties 7,406,338 10,498 (7,414,836) 2,000 Reserves for refunds and chargebacks 7,067,290 7,067,290 Deferred revenue 17,579,705 17,579,705 Accrued payroll and related benefits 363,174 26 ,877 390,051 Accrued loss contingency 2,500,639 2,500,639 Deferred rent 129,766 129,766 Income tax payable 252,132 252,132 Total current liabilities 37,754,710 849,444 (7,414,836) 31,189,318

Members' Equity (Deficit): Zurixx, LLC and Combined Entity Deficit (16,128,109) (2,191,990) (18,320,099) Interest in Dorado Marketing and Management LLC 7,266,169 7,266,169 Total member's equity (deficit) (16,128,109) 7,266,169 (2,191,990) (11,053,930) Total liabilities and members' equity (deficit) $ 21,626,6_01 $ 8,115,613 $ (9,606,826) $ 20, 135,388

-19- Case 2:19-cv-00713-DAK-EJF Document 71-14 Filed 12/13/19 Page 24 of 26

ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATING STATEMENT OF OPERATIONS Year Ended December 31, 2017 Zurixx, LLC Dorado Marketing and and Combined Entity Mangagement LLC Eliminations Total

Revenues $ 88 ,900,083 $ 21 ,139,762 $ (21 ,139,762) $ 88,900,083

Cost of Revenues 6,462,949 6,462,949

Gross Margin 82,437,134 21 ,139,762 (21,139,762) 82,437,134

Operating Expenses: Selling and marketing 74,284,644 13,167,610 (23,483,499) 63,968,755 Payroll and related benefits 4,267,310 1,547,631 5,814,941 Professional services 892,202 - 892,202 Merchant and bank fees 2,444,863 - 2,444,863 Sales expense 648,504 648,504 Occupancy and rent 1,134,927 126,969 1,261 ,896 Travel and entertainment 565,859 565,859 Office expenses 291 ,741 291,741 General and administration 445,837 - 445,837 Depreciation 121 ,879 250,560 372.439

Total operating expenses 85,097,766 15.092.770 (23.483.499) 76.707,037 Operating Income (Loss) (2,660,632) 6,046,992 2,343,737 5,730,097

Other Income (Expense): Other Income 73,802 73,802 Interest income 1,969 1,969 Other expense (10) (1 O} Total other income 1,959 73,802 75,761

Income (Loss) before Income Taxes (2,658,673) 6,120,794 2,343,737 5,805,858

Income Tax Expense (245,324) (245,324)

Net Income (Loss) (2 ,658,673) 5,875,470 2,343,737 5,560,534

Net Income Attributable to Interest in Dorado Marketing and Management LLC 5,875,470 5,875.470

Net Loss Attributable to Zurixx, LLC $ {2,658,673) $ $ 2,343,737 $ (314,936)

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ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATING STATEMENT OF MEMBERS' EQUITY (DEFICIT) Year Ended December 31 , 2017

Zurixx, LLC Dorado Marketing and and Combined Enti!Y_ Mangagement LLC Eliminations Total

Members' Equity (Deficit) at January 1, 2017 $ (13,469,436) $ 7,570,192 $ (4 ,535,727) $ (10,434,971)

Member distributions (6,179,493) (6,179,493)

Net income (loss) (2,658,673) 5,875.470 2,343,737 5.560.534

Members' Equity (Deficit) at December 31, 2017 $ (16,128,109) $ 7,266.169 $ (2,191,990) $ (11.053.930)

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ZURIXX, LLC AND CONSOLIDATED ENTITIES CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31 , 2017 Zurixx, LLC Dorado Marketing and and Combined Entity Mangagement LLC Eliminations Total

Cash Flows from Operating Activities: Net income (loss) $ (2,658,673) $ 5,875,470 $ 2,343,737 $ 5,560,534 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 121,879 250,560 372,439 Change in operating assets and liabilities: Prepaid expenses 38,548 38,548 Restricted cash 6,754,305 6,754,305 Capitalized advertising costs (771,846) (771,846) Deferred costs 3,918,882 (2,343,737) 1,575,145 Due from related parties 49,840 49,840 Accounts payable 1,692,379 (159,742) 1,532,637 Due to related parties (1,500,000) (1,500,000) Accrued payroll and related benefits 47,173 21,513 68,686 Reserve for refunds and chargebacks (626,155) (626,155) lntercompany accounts (2,120,736) 2,120,736 Deferred revenue (3,539,868) (3,539,868) Accrued loss contingency (226,000) (226,000) Deferred rent 52,097 52,097 Income tax payable (643,047) (643,047) Total adjustments 5,340,658 139 ..860 (2,343,737) 3,136,781 Net cash provided by operating activities 2,681,985 6,015,330 8,697,315

Cash Flows from Investing Activity: Purchase of fixed assets (47,482) (8,757) (56,239)

Cash Flows from Financing Activity : Member distributions (6,179.493) (6 ,179,493) Net Change in Cash and Cash Equivalents 2,634,503 (172,920) 2.461,583

Beginning Cash and Cash Equivalents 2,687,666 659,241 3,346,907

Ending Cash and Cash Equivalents $ 5,322,169 $ 486,321 $ $ 5,808,490

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EXHIBIT “A13” Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 2 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 3 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 4 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 5 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 6 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 7 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 8 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 9 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 10 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 11 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 12 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-15 Filed 12/13/19 Page 13 of 13 Case 2:19-cv-00713-DAK-EJF Document 71-16 Filed 12/13/19 Page 1 of 5

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EXHIBIT “A17” Case 2:19-cv-00713-DAK-EJF Document 71-19 Filed 12/13/19 Page 2 of 85

Zurixx, LLC.

United States Transfer Pricing Documentation for the 2017 Tax Year

October 2018

ECONOMICS PARTNERS ----LLC ----

Case 2:19-cv-00713-DAK-EJF Document 71-19 Filed 12/13/19 Page 3 of 85

Table of Contents

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Page | 5

I. Introduction

A. Scope

B. Summary of Analysis and Conclusions

1. Overview of Transaction

2. Summary of Findings

a) Selected Method

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b) Application of the Unspecified Method

c) Unspecified Method Result

• Using the unspecified method described above, EP calculated Dorado’s median estimated service fees to total approximately $46.32 million in FY 2017.

d) Intercompany Results

C. Report Structure

The remainder of this report proceeds as follows.

Section II provides a high-level overview of Zurixx International LLC.

Section III provides an overview of the industry in which Zurixx operates.

Section IV provides a functional analysis of the intercompany transaction.

Section V provides an overview of the relevant transfer pricing regulations applicable to the intercompany transaction under review.

Section VI describes the transaction and puts forth our analysis.

3 Treas. Reg. §1.482-3(e)(1) Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-19 Filed 12/13/19 Page 8 of 85

Page | 7

Section VII summarizes our conclusions.

D. Disclaimers

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Page | 8

II. Company Overview4

A. Zurixx History

B. Zurixx Legal Entity Structure

Figure 1 below shows the Zurixx legal structure as of December 31, 2017.

Page | 9

Figure 1: Zurixx Legal Entity Structure

C. Zurixx Entities

1. Zurixx, LLC (“Zurixx US”)

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Page | 10

2. Dorado Marketing & Management, LLC (“Dorado”)

a) Overview

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Page | 11

D. Products

Zurixx has developed certain educational programs branded as the following:

1. Success Path Education

Page | 12

• How to generate income through wholesale real estate transactions and, connecting with real estate investors for a finder’s fee.

Participants receive a starter kit including an MP3 player and a compact disc featuring 50 Ways to Find Your Next Flip.

2. Daymond John’s Launch Academy

3. The Flipping Formula

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Page | 13 from multiple contractors. The formula also incorporates what design trends and products are important to adding value.

4. Winning the Property War

5. Property Bank

6. Conclusion

Figure 2: Zurixx Product Funnel

Coaching

Mentorship Preview Workshop Advanced camps Backend

Free Paid support

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Page | 14

E. Value Chain7

Figure 3 below illustrates the value chain executed by Zurixx:

Figure 3: Zurixx Value Chain

F. Competitors

Table 1: Zurixx Primary Competitors

Competitors

Evtech Media Than Merrill & FortuneBuilders Robert Allen Rich Dad Poor Dad FBA Investools by Ameritrade MIT Financial/Net Marketing Alliance Prosper

Page | 15

Competitors

Armando Montelongo The Learning Annex Scott McGileray Grant Cardone

G. Functions, Risks, and Intellectual Property

1. Functions

Table 2 – Division of Functions Between US and Puerto Rico

Business Function Zurixx Dorado Functions Functions Function Description US Performed by US Performed by PR Employees Employees

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Page | 16

Business Function Zurixx Dorado Functions Functions Function Description US Performed by US Performed by PR Employees Employees

Event Planning Book events, arrange - ★★★★★ None. PR organizes, venues, schedule books all events, schedule venues

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Page | 17

Business Function Zurixx Dorado Functions Functions Function Description US Performed by US Performed by PR Employees Employees

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Page | 18

Business Function Zurixx Dorado Functions Functions Function Description US Performed by US Performed by PR Employees Employees

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Page | 19

2. Risks

Table Three illustrates the division of risks between Zurixx US and Dorado.

Table 3 – Enterprise Risk Matrix

Risk Type Risk Description Zurixx US Dorado

Product-Related Customer returns ★★★★★ - Risks Product liability ★★ ★★★

Market Risks Cyclical demand ★ ★★★★

Celebrity PR / Image - ★★★★★

Competitive risks ★ ★★★★

General Business Operations Risk ★★½ ★★½ Risk

3. Intellectual Property

Table Four illustrates Intellectual Property that has been developed and maintained by Zurixx US..

Table 4 – Enterprise IP Matrix

IP Description

Seminar Content Videos and other content on Moodle.

All content that is printed by Turnkey

Trademarks/Tradenames All real estate and entrepreneurship brands;

Zurixx trademarks/tradenames

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Page | 20

III. Industry Background8

A. Education and Training Services Industry

1. Industry Overview

2. Performance

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Page | 21

3. Competition

B. Sales and Marketing Industry Overview

1. Industry Overview

2. Performance

3. Competition

Page | 22

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Page | 23

IV. Functional Analysis

A. Introduction

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B. Overview of Transaction

C. Functions Performed

1. Accounting and Finance

Page | 25

a) Payroll

2. Celebrity Relationships

Celebrity relationships are maintained by executives who reside in Puerto Rico.

Zurixx maintains a reserve for legal costs and sales declines as a result of celebrity relationships that deteriorate.

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Page | 26

3. Marketing

a) Marketing Activities

b) Public Relations

c) Marketing Intellectual Property

4. Event Planning and Management

The Events team is in located in Puerto Rico and is comprised of six team members. The Department’s primary roles are to book events, arrange the venues, schedule presenters, and

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Page | 27 coordinate with the Marketing team for both current and future events. The Company uses a third-party travel agency to book travel for the roadcrew and presenters.

a) Events Intellectual Property

b) Dorado

c) Canada

5. Sales Support

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Page | 28 venue staff is needed, including the annual Vegas event and various advanced camps held throughout the year.

a) Turnkey and Printed Materials

b) Dorado

6. Information Technology

a) Computer Hardware

The team outsources all hardware installation, configuration and maintenance related to CISCO products.

b) Software

Zurixx employees use both off-the-shelf and customized software in conducting the day-to-day operations of the business. All the software customizations are performed by the IT Director,

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Table Five lists the software applications used in the business.

Table 5: Zurixx Software

Name Third-party Level of Purpose Internal vs vs in-house customization Customer- software facing

Windows Third party Off the shelf Operating system Internal

Office Third party Off the shelf Productivity, email, Internal etc.

Linux Third party Off the shelf Operating system Internal

VMware Third party Off the shelf Data Infrastructure Internal & storage

Lansweeper Third party Off the shelf Help desk and asset Internal management

Infusionsoft Third party Off the shelf Marketing Internal

Sugar CRM Third party Highly customized CRM and central Internal database

Microsoft Third party Customized Accounting Internal Dynamics GP

Access & SQL Third party Customized Accounting Internal server

Moodle Third party Customized Online learning Customer- content facing management

Asterisk Third party Customized Phone system Internal management

Zpay In-house Highly customized Payment processing Internal

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Page | 30

Name Third-party Level of Purpose Internal vs vs in-house customization Customer- software facing

Event In-house Highly customized Event management Internal Management (outsourced) Systems (“EMS”)

c) Dorado

Dorado is highly integrated with all the software systems managed by Zurixx US. They access all company data through Sugar CRM and a private VPN portal.

7. Customer Support

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Page | 31

a) Inbound Communications

b) Outbound Communications

c) AD Hoc Requests and Refunds

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Page | 32

d) Team Management

8. Sales

a) Road Crew

b) Educational Programs

c) Back-End Services

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Page | 33

d) Dorado

9. Coaching and Educational Content

The coaching team has experienced very little turnover since the inception of the Company. The customer support team also receives very few refund requests related to coaching services.

Coaching and mentoring materials are modified and customized for the Canadian market.

All video production and script writing is performed internally at the Zurixx Utah office. Currently, the Company has more than 100 videos in its online training library.

a) Coaching

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Zurixx owners are very involved in the coaching function. Each of the three owners interacts on a regular basis with all of the coaches/mentors.

b) Online Educational Platform

c) Mentoring

d) Dorado

10. Intercompany Agreements and Financing

a) Intercompany Agreements

Table Six details the intercompany agreement between Zurixx US and Dorado:

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Table 6: Zurixx Intercompany Agreements

Parent Affiliate Effective Date Description / Term

b) External Financing Activities

As of December 31, 2017, Zurixx US did not have outstanding debt with external lenders or financing organizations.

c) Internal Financing Activities

As of December 31, 2017, the Company did not have any internal financing arrangements.

D. Conclusion

EP’s interviews of Company representatives along with an analysis of the Zurixx operating structure suggests the following:

In constructing this functional analysis, EP interviewed various Zurixx employees to understand the nature and structure of the Zurixx organization.

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Page | 36

V. Regulatory Overview

A. U.S. Transfer Pricing Regulations

B. The Arm’s Length Principle

The US Regulations reiterate the IRS’ support of the arm’s length standard, stating that:

10 Treas. Reg. §1.482-1(b)(1) Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-19 Filed 12/13/19 Page 38 of 85

C. Best Method Rule

• Functions performed; • Contractual terms; • Risks borne; • Economic conditions experienced; and, • Nature of the property or services.

11 Treas. Reg. §1.482-1(d)(1)

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Page | 38

• Completeness and accuracy of data; • Reliability of assumptions; and, • Sensitivity of the results to deficiencies in data and assumptions.12

D. Choice of Methodology

E. Methods Available and Additional Considerations for Services Transactions

1. Overview

12 Treas. Reg. §1.482-1(c)(2)(ii) 13 Refer to Treas. Reg. §1.482-9 Economics Partners, LLC www.econpartners.com Case 2:19-cv-00713-DAK-EJF Document 71-19 Filed 12/13/19 Page 40 of 85

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2. Benefit Test

The benefit test is used to determine whether the services being provided should be compensated. An activity is considered to provide a benefit to the recipient if

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3. Methods Available for Services Transactions

a) Services Cost Method

b) Comparable Uncontrolled Services Price (“CUSP”) Method

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Page | 41 controlled services either are identical to or have a high degree of similarity to the services in the uncontrolled transaction.

c) Gross Services Margin (“GSM”) Method

d) Cost of Services Plus (“CSPL”) Method

e) Comparable Profits Method

f) Profit Split Method

g) Unspecified Methods

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Page | 42 transactions, and only enter into a particular transaction if none of the alternatives is preferable to it.

F. Methods Available for Tangible Goods Transactions

1. Comparable Uncontrolled Price Method

2. Cost Plus Method16

15 Treas. Reg. §1.482-3(b)(1) 16 Treas. Reg. §1.482-3(d)(1)

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Page | 43

3. Resale Price Method17

4. Comparable Profits Method18

17 Treas. Reg. §1.482-3(c) 18 Treas. Reg. §1.482-5

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Page | 44 intangible property or unique assets that distinguish it from potential uncontrolled comparables.”19

5. Profit Split Method

6. Unspecified Methods

A summary of our analysis and selection of best method is provided in the Economic Analysis section.

Page | 45

VI. Economic Analysis

A. Executive Management Fees – North America Search

Our application of the CPM to the executive management functions performed by Dorado comprises the following five steps:

1. Selection of the Tested Party

2. Selection of Years for Comparison

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Page | 46 life cycles, foreign exchange risks, other business risk factors or other influences might have an effect on the profitability of the comparable company financial results.

3. Selection of Profit Level Indicator

4. Selection of North American Comparable Companies

• 73*: Business Services; and, • 874*: Management and Public Relations services.

• No revenue the last three years.

Page | 47

5. Results of the CPM Analysis

Table 7: Operating Margin for North American Comparable Companies

Maximum 17.9% 19.2% 19.0% 18.7% Upper Quartile 16.5% 13.4% 10.3% 12.9% Median 9.8% 9.3% 9.0% 9.4% Lower Quartile 5.6% 5.8% 4.5% 5.3% Minimum 3.2% 3.7% -3.3% 1.3%

6. Implementation

B. Registration Fees

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Page | 48 leads to a consumer registering for a Zurixx product. In many cases, it takes several thousand contacts with a consumer to lead to a product registrant.

1. Summary of Findings

a) Selected Method

b) Application of CUP

c) Arm’s Length Results

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Table 8: CPA Metrics for Comparable Sales and Marketing Services

Maximum $ 129.69 Upper Quartile $ 86.45 Median $ 50.60 Lower Quartile $ 22.10 Minimum $ 16.92

a) Implementation

C. Legal Fees

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1. Summary of Findings

a) Selected Method

b) Application of CUP

Employing the CUP methodology, EP benchmarked the covered transaction using a set of external transactions. Economics Partners searched multiple databases and websites to identify transactions that publish legal rates for services that are broadly similar to Dorado’s legal department in this transaction.

c) Arm’s Length Results

Table 9: Legal Rates

Maximum $ 365.00 Upper Quartile $ 350.00 Median $ 162.24 Lower Quartile $ 84.00 Minimum $ 79.75

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d) Implementation

D. Workshop Recruitment Fees

1. Summary of Findings

a) Selected Method

b) Application of CUP

c) Arm’s Length Results

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Table 10: Recruitment Rates

Maximum 26.0% Upper Quartile 25.3% Median 25.1% Lower Quartile 22.0% Minimum 21.3%

d) Implementation

E. Celebrity Management Fees

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Page | 53 celebrity management fees regardless of the potential efficacy of the celebrity endorsements. To that effect, Zurixx US manages considerable celebrity management risk.

1. Summary of Findings

a) Selected Method

b) Application of CUT

c) Arm’s Length Results

d) Implementation

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VII. Conclusion

A. Overview of Transaction

B. Summary of Findings

1. Executive Management Fees

2. Registration Fees

3. Legal Fees

4. Workshop Recruitment Fees

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5. Celebrity Management Fees

As part of the determination of total applicable fees charged to Zurixx US, Zurixx selected a 10.0 percent agency rate to calculate applicable management fees. The applied rate of 10.0 percent resulted in a total agent management fee of $.81 million in FY2017. Details regarding this calculation can be found in Appendix H.

6. Total Fees

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Appendix A: Comparable Company Business Descriptions

A. North American Comparable Company Business Descriptions

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Page | 58 customers. Harris Corporation was founded in 1895 and is headquartered in Melbourne, Florida.

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Appendix B: Comparable Company Financials

A. North American Comparable Company Financials

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Appendix C: Accept / Reject Matrices

A. North American Comparables – Qualitative Rejections

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Accept / # Company Name Reject Accept / Reject Reason 744 Zynga Inc. Reject Qualitative

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Appendix D: Construction of Executive Management Fees to Zurixx US

Executive Management Fees Charge Notes FY2017 FY2017 Operating Costs:

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Appendix E: Construction of Registration Fees to Zurixx US

Zurixx, LLC. Registration Fees Calculation

Assumptions: LQ Cust. Acquisition Rate/Head: $ 22.10 (a) Median Cust. Acquisition Rate/Head: $ 50.60 (b) UQ Cust. Acquisition Rate/Head: $ 86.45 (c)

Fee Schedule Notes 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017

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Appendix F: Construction of Legal Fees to Zurixx US

Zurixx, LLC. Legal Fees Calculation

Assumptions: Average Legal Attorney Hourly Rate: $ 357.50 (a) Legal Hours per Series/Brand: 5 (b)

Fee Schedule Notes 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017

Notes (1) A series consists of multiple events held during a given week at particular geographic locations

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Appendix G: Construction of Workshop Recruitment Fees to Zurixx US

Recruitment Fee Calculation (1) Notes FY2017

Notes (1) Avg. Headhunter Salary and Speakers Employed estimates provided by Zurixx Management

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Appendix H: Construction of Celebrity Management Fees to Zurixx US

Zurixx, LLC. Celebrity Management Fees Calculation

Series Counts (2) RE Count 18 19 16 17 15 15 20 18 21 14 13 17 203 DJ Count 2 5 5 6 6 6 10 8 10 9 6 5 78 Total Series (k) 20 24 21 23 21 21 30 26 31 23 19 22 281

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Appendix I: Construction of Total Fees to Zurixx US

Zurixx, LLC. Total Fees Calculation

Fee Schedule 1/31/2017 2/28/2017 3/31/2017 4/30/2017 5/31/2017 6/30/2017 7/31/2017 8/31/2017 9/30/2017 10/31/2017 11/30/2017 12/31/2017 FY2017

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