MBDOCS_4623698.3

Court File No. 09-8483-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

BETWEEN:

WIDEAWAKE ENTERTAINMENT GROUP INC. and WIDEAWAKE – DEATHROW ENTERTAINMENT LLC

Applicants

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LARA ANN LAVI, GOOGLE INC., GOOGLE CANADA, YAHOO! INC. and YAHOO CANADA CO.

Respondents

AFFIDAVIT OF LARA ANN LAVI (sworn December 9, 2009)

I, Lara Ann Lavi , a resident of the City of New York, New York, U.S.A. and a

Member of the Washington State Bar Association MAKE OATH AND SAY:

1. I am a Respondent in the within action and as such I have knowledge of the matters to

which I depose herein. Where my knowledge is not personal, I state its source and believe it

to be true.

THE PURPOSE OF THIS AFFIDAVIT

2. I swear this Affidavit in response to the issues raised in the Application Record of the

Applicants, Wideawake Entertainment Group Inc. (“Wideawake”) and Wideawake-Deathrow

Entertainment LLC (“Deathrow”). At the outset, I wish to advise that I respectfully dispute

whether the Applicant’s have been properly authorized to bring these proceedings and, in any

event, whether this court has jurisdiction over the internal governance matters of Deathrow.

That being said, I understand from my counsel that this court needs to hear my full position

on this matter. I respect that requirement and now give my side of this dispute.

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

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

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Our dealings have been governed by a simple but effective model, formalized in a 2007

Wideawake Shareholder Agreement - Ovenden arranges for highly secured financing, takes

an initial 2/3 equity interest in the project and does not operate the business. I apply my

significant industry knowledge and experience to the business, in return for which I get a 1/3

equity stake and the guaranteed senior executive role in the project.

4. This model worked for Ovenden and me until very recently when Wideawake and

Deathrow obtained the rights to an asset with significant potential - the Deathrow Records

Inc. catalogue of artist intellectual property. Once the Catalogue was in Deathrow’s

possession, Ovenden improperly appropriated funds meant to fund the company and largely

denied me of access to the company financial information and resources necessary for me to

manage the company and asset as planned. He now seeks to overturn our Shareholders

Agreement and reduce me to a mute and powerless minority shareholder in Wideawake and

Deathrow with no say over the management of an asset financed with money that he required

me to guarantee.

5. I sought, on notice to Ovenden, interim relief in this matter in the courts of New York.

I obtained a temporary restraining order (“TRO”) that was structured by the court with full

input by his counsels. The TRO, among other things, stayed certain actions by Ovenden

designed to end my role in Deathrow and temporarily froze control over the Catalogue. The

order, at Ovenden’s lawyers’ request, required me to post a bond within a certain number of

days which I set about doing.

6. Without notice to me, the Applicants then commenced this application and obtained

temporary relief in respect of Deathrow that directly contradicted the TRO, causing confusion

amongst the bond issuers I was negotiating with and causing them to temporarily withdraw

their financial support. This was Ovenden’s purpose in seeking relief regarding Deathrow in

Ontario.

7. I believe the Applicants’ scope of relief sought in this application is meant merely to

muddy the waters and make this proceeding more complex than is necessary But I am ready

to proceed and defend my rights in these companies. To the extent that interim governance

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relief is necessary, I believe that I should continue to manage and operate Deathrow and

Wideawake as I have done ever since their founding.

MY BACKGROUND

8. I am a 49 year old lawyer, businesswoman and artist. I have been a member of the

Bar Association of Washington State, U.S.A. since the year 1987. From 1997 to the time I

founded Wideawake, my practice focused in entertainment law. In addition to having

practiced law, I have about 30 years of experience in the entertainment industry, initially as

an artist and later as a business development specialist. I was a founding partner of the Media

Law Group, LLC, a law firm that specialized in business law, new media/digital technology,

entertainment and marketing. With Media Law Group offices in Seattle and affiliate offices

in New York, Los Angeles, Washington DC and London, my practice specifically focused on

entertainment law as it applies to the fields of music, film, television, gaming and literature

for online and mobile applications.

9. I have been a performing artist myself since my teenage years. During that time, I

have written, recorded, performed and/or toured with such well known musicians as Peter

Gabriel, The Neville Brothers, Sheryl Crow, Carol King Bonnie Rait and many others.

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

VERY JUICY

10. I and my spouse, Maurice Jones Jr., founded Very Juicy Entertainment LLC (“Very

Juicy) in 1997. Over time, Very Juicy has grown to represent 38 artists performing in the

musical genres of hip hop, world music, rock, jazz and Americana. Among other things, Very

Juicy owns all of my publishing which includes over 1000 compositions, some co-published

with Warner Chappell and some developed for placement with other artists, films, advertising,

video games and television shows through an independent company, Big Fish, based in

Portland, Oregon.

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

well as an international and domestic network of contacts from both the artistic and corporate

sides of the community. I know how artists think, but I also know how art is packaged,

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financed, commercialized and brought to the mass market. It is this specialized blend of skills

that I have brought to my business ventures with Ron Ovenden (“Ovenden”).

RON OVENDEN

12. I first met Ron Ovenden (“Ovenden”) in the Summer of 2005. Ovenden was a

business man and financer. He had an interest in becoming involved in the entertainment

industry, though he had minimal experience beyond a previous failed company called Sextant

Records.

13. One of Ovenden’s corporate vehicles is a company called New Solutions Financial

Corporation (“New Solutions”). New Solutions often does business under the name of New

Solutions Capital Group Inc. I am aware that Ovenden controls New Solutions, however, I

am not aware of the extent of his equity position in that corporation or the organization of

New Solutions in terms of its board of directors, its officers or its overall governance.

14. Over the course of several meetings in the Summer and Fall of 2005, Ovenden, and I

agreed to develop a business model wherein I would provide the industry knowledge and

expertise that he lacked and he would secure financing for our ventures together, which would

focus on the commercial development of a multi-media portfolio of intellectual property.

THE SHAREHOLDER ’S AGREEMENT

15. In March of 2006, Ovenden and I formed Wideawake in furtherance of our desire to

do business together. The shares of Wideawake were initially divided between Ovenden and I

as follows: 2/3 of the shares were to be owned by Grandluc Corporation (“Grandluc”), an

Ovenden vehicle. The remaining 1/3 of the shares were to be owned by Very Juicy. I took on

the Presidency and CEO position, day to day operations and all project management functions

of Wideawake and agreed to devote myself exclusively to the business. Ovenden took no

operational role in the company but obtained loans for Wideawake that constituted its start up

capital. These loans usually came from Ovenden’s company New Solutions Financial

Corporation (“New Solutions”).

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

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

16. The first year of my and Ovenden’s dealings together went acceptably well for both

sides. At that time Ovenden advised me that he wished to formalize the way we would run

Wideawake and other projects through a shareholder’s agreement (the “Shareholders

Agreement”).

17. I understood that Ovenden’s desire to enter into the Shareholder Agreement was based

on his wishes to, among other things: (a) have Grandluc’s financing efforts recognized and

provided for in our future dealings; and (b) to lock me into a long term arrangement. My

objective in entering into the Shareholder Agreement was to: (a) have my efforts on behalf of

the company to date recognized; and (b) ensure that my minority equity stake in our ventures,

earned through my exclusive dedication to Wideawake and leveraging of my expertise, would

be protected through my senior officer role in the business.

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

18. The Shareholder’s Agreement between Ovenden and I (through Grandluc and Very

Juicy, respectively), was entered into on June 15, 2007. The Shareholders Agreement

recognized the cash funding that Grandluc had provided to Wideawake to date and it also

recognized my aggressive efforts on behalf of the company to develop a profitable worldwide

entertainment business. It also set out the following:

(a) Scope - The Shareholders Agreement required Grandluc and Very Juicy to

continue carrying on a number of projects that were ongoing at that time,

which included but was not limited to:

(i) Little Dreamers - a multi media franchise product for music, animated

features and books branding multi-ethnic marketable characters with

music and images developed by me;

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

(iii) Troubled Man - a feature film bio picture about the life of Marvin

Gaye, written by me and Paul Schultz;

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

Liberty Studio in Toronto is to be a multi media state of the art

production facility used to record musical artists, develop online

content in the form of destination online television broadcast content in

partnerships with large companies such as Yahoo and MSN. I

negotiated the original commercial lease for studio premises, prepared

all planning materials, budgets, building contracts, arranged insurance

for the facility and conducted all pre-opening business development for

the studio; and

(v) any artists Ovenden and I mutually agreed to sign, recognizing that the

Wideawake business model was meant to include multiple artists. This

was a critical component of the Shareholder Agreement - Ovenden and

I meant to develop a portfolio of artists that we could then synergize

with the Liberty Studios project - a meeting of artists and production

facilities.

(b) Responsibilities and Roles - The Shareholders Agreement went on to lay out

the responsibilities and roles of Ovenden and I, essentially verifying our

previous arrangement:

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

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

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

additional consideration for the Shareholder’s Agreement. Specifically, he

required that I pledge 100% of my rights in all intellectual property owned by

either myself, my husband and/or Very Juicy as well as 100% of my rights in

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the intellectual property and my share of the projected net income from the

Troubled Man project. Ovenden also demanded and I agreed that I agree to

take on no other employment outside of my duties to Wideawake and the other

projects covered by the Shareholders Agreement and that I “devote [myself]

exclusively to the above mentioned projects”.

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

parties to make available to each other “all information which might

reasonably be required in the performance of the tasks to which both Parties

contribute.”

(e) Term - The Shareholder’s Agreement provided that it would remain in effect

as long Wideawake operated and Grandluc continued to meet its obligations.

(f) Equity Split - Grandluc and Very Juicy agreed to an equity split of revenues

that would equal 40% for Very Juicy and 60% for Ovenden. Once Grandluc’s

initial loan to the company was paid off that split would change to only a 49/51

split in favour of Ovenden.

19. Following the execution of the Shareholders Agreement, I more than met all of my

obligations under it, exclusively devoting myself to the development of Wideawake’s projects

for the next two and a half years of my career.

20. As per our expectations, I was made President and CEO of Wideawake. Ovenden’s

attempts now to characterize me as a mere “officer” or consultant are inaccurate at best. I

consistently, with his knowledge and consent, operated as President and CEO of the

Company. I regularly executed documents on behalf of Wideawake (and eventually as

Deathrow) representing myself as either President, CEO or both. These documents were

reviewed by Ovenden, his lawyers and staff. Many of them were even drafted by them. These

included:

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

memorandum discussing potential revenue streams from the Deathrow

Catalogue;

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

(b) the Quitclaim Bill of Sale for the Deathrow Catalogue (as described below),

the very asset at the heart of this dispute;

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

(c) A General Security Agreement covering the eventual Loan from New

Solutions to Wideawake; and

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

(d) The Accounts Factoring Agreement between New Solutions and Wideawake

(signed on behalf of New Solutions by Ovenden himself).

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

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

(“Deathrow”), I was also made its President and CEO. This was recognized by Ovenden

numerous times, including upon the Intercreditor Agreement signed on February 16, 2009 by

Ovenden on behalf of New Solutions. I also regularly signed agreements such as the critical

North American Distribution Agreement with E1 Entertainment as CEO of Deathrow and the

Publishing Agreement with Evergreen Copyrights. Again, Ovenden always reviewed these

agreements and never raised any objections.

Copy of Intercreditor Agreement attached at Exhibit “ I ”.

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

22. Consistent with our agreement, following execution of the Shareholder’s Agreement

Ovenden took no active role in any of our business dealings beyond obtaining financing and

having his companies provide accounting services. Beyond the financing he was mostly a

passive financier. Even when he did begin to become more demanding later in our

relationship, he communicated and executed actions almost exclusively through delegates,

particularly Robert Thompson-So (“Thompson-So”), William “Mickey” Stevenson

(“Stevenson”) and, to some extent, Francis DeGuara (“DeGuara”). Therefore, though his

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affidavit doesn’t state this, very little of Ovenden’s evidence in this matter is first hand

information. As Thompson-So, Stevenson and DeGuara continue to work for Ovenden, it

does not surprise me that their evidence aligns with his.

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

23. Of the projects listed in the Shareholders Agreement, the projects of Wideawake were

particularly important. Eventually, all projects under the Shareholders Agreement, including

our development of musicians and the construction of the Liberty Studios came to be run

through Wideawake.

24. At the time the Shareholders Agreement was executed, Wideawake had a very small

portfolio of artists “native” to its brand. Ovenden was reluctant to advance more funds to

grow that group. However, notwithstanding this I worked diligently to develop those artists,

obtain new talent and secure profits from Wideawake’s various enterprises for the benefit of

the company.

25. Ovenden was a very distant figure in the affairs of Wideawake. When he did express

interest he always seemed desperate for immediate profit and was not as interested in

developing a strategy for Wideawake’s long term growth and development. He kept the

company very thinly capitalized, securing any investment to the hilt. This made it difficult to

really advance the affairs of Wideawake - you simply cannot develop a successful, high-

profile entertainment business on drip financing. But this was exactly what Ovenden did.

After execution of the Shareholder’s Agreement funds for the ongoing operations of the

company dried to a relative trickle.

26. I saw Ovenden’s waning financial commitment to our venture and Wideawake as at

least bad faith, if not an outright breach of the Shareholders Agreement. However, I continued

to combine what meagre financial resources the company had with my substantial skill and

industry to make the company a profitable venture. I knew my success was tied to its success.

OPPORTUNITY TO PURCHASE DEATHROW RECORDS

27. Deathrow Records Inc. was a Los Angeles-based company that, in its prime, was the

premier label for west coast style urban and hip hop music in the world. Deathrow and its

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founder, Marvin “Suge” Knight (“Knight ”) owned and controlled the intellectual property

rights for a large catalogue of famous artists that included, Snoop Doggy Dog, Tupac Shakur,

Dr. Dre, Danny Boy, Crooked Eye, Jewell and Lady of Rage. In its prime, this company had

generated over USD $500M in income.

28. However, by the end of 2008, Deathrow Records Inc. and Knight were bankrupt and

the company’s substantial catalogue of artist IP (the “Catalogue”) was being sold by its

trustees in bankruptcy (the “Trustees”).

29. When I learned of the Catalogue being available for purchase, I thought that it might

be an ideal asset for Wideawake that could meet the needs of both Ovenden and I. As

previously stated, the Wideawake catalogue of artists was small and difficult to develop at this

time given our financing issues. However, the Catalogue had enormous potential for short

and long term revenue generation if handled properly due to its artists’ existing and still-loyal

fan base. From my knowledge of the industry, I thought the Catalogue could be obtained for

a good price.

30. However, in no way did I ever think or represent that the Catalogue would be an

automatic profit machine. Deathrow Records had gone bankrupt in a very messy fashion,

alienating many of the artists formerly affiliated with the label. Regaining their support for

releases of their artistic materials would be fundamental to resuscitating the label and the

value of the Catalogue. During the legal battles leading to the label’s and Knight’s demise, the

goodwill of the Deathrow brand had been severely neglected. The Catalogue still had a

revenue stream, but it would take an investment in marketing and artist reach out to get it

back to where it could be. I was optimistic about Deathrow’s prospects but I never

misrepresented its challenges to Ovenden’s advisors, particularly Thompson-So. Moreover,

with Ovenden’s experience in dealing with distressed assets he could never have thought

otherwise.

31. After consulting with Thompson-So, I therefore approached Ovenden in the Fall of

2008 about obtaining the Catalogue. We would have to move fast. But as with our previous

ventures, if Ovenden would arrange the financing necessary to purchase the asset, I would

apply my expertise and contacts to reach out to the Deathrow artists and the urban music

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

market.

32. Ovenden has produced a single memo from me where the potential for this asset is

discussed and has pointed to it as evidence that he relied exclusively on me to value this asset.

That is inaccurate and untrue. Ovenden was not the type of man to acquire such an asset on

one memo. Instead, working closely with Wideawake’s lawyers, Chris Taylor and Peter

Kaufman, as well as the accounting firm of Nigro Karlin Segal and Feldstein, LLP,

Thompson-So and I forecast that the overall price for getting and developing the Catalogue

would be approximately $20M. I note with interest that Ovenden has produced none of his

due diligence file from either Wideawake’s lawyers or accountants in this matter. I also note

that not a single action occurred during the acquisition process without Thompson-So’s direct

participation and concurrence.

33. The $20M would be comprised of $18M to acquire the Catalogue with the remaining

funds meant to operate it until it could begin generating revenues above what it was then

reduced to. After consulting with his advisors, Ovenden agreed to perform light due diligence

before extending the financing. We agreed that, within that budget, whatever problems we

inherited with the Catalogue could be dealt with through my efforts and proper

marketing/artist reconciliation efforts.

OVENDEN’S TERMS FOR EXTENDING FINANCING TO WIDEAWAKE CANADA

34. My preference would have been for Ovenden personally or Grandluc to demonstrate

their commitment to Wideawake by infusing their own funds as shareholders to obtain the

Catalogue. However, Ovenden advised me through Thompson-So that he and Grandluc

would instead provide financing for the purchase through a separate corporation whose loan

would be secured by Wideawake. Wideawake would buy the Catalogue and, for various tax

and business reasons, immediately assign it to a new Delaware LLC (Wideawake - Deathrow

Entertainment Group Inc.), free and clear of encumbrances so that the Catalogue would be as

“clean” an asset as possible to potential distributors and investors.

35. Ovenden secured a $20M loan (the “Loan”) for Wideawake’s purchase of the

Catalogue through his corporate vehicle, New Solutions . The terms of the loan, which were

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agreed upon orally in early January, 2009 and then formalized in a Term Sheet dated

January 28, 2009, were as follows:

(a) Very Juicy would guarantee the Loan. My feeling at the time was that the

Shareholders’ Agreement already covered my contribution and commitment to

Wideawake and I was not eager to put Very Juicy on the hook for the Loan -

that seemed to go against the spirit of the Shareholder’s Agreement, which

required that Grandluc/Ovenden secure financing. However, New Solutions

was insistent that I have real personal risk in this venture. Therefore, to secure

the financing I agreed to the Guarantee. I believed that with my continuing

executive role in Wideawake, as guaranteed under the Shareholders’

Agreement, I would be able to fully develop the Catalogue and transform it

into a profitable ongoing business concern and eventually pay off the loan.

Indeed, the limited financial information provided to me by New Solutions

indicates we are well on our way to doing just that.

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

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

“Factoring Agreement”) with New Solutions so that New Solutions would be

entitled to an immediate stream of income. In addition to its other ventures,

Wideawake was deeply involved in the Liberty Studios project at this time and

was looking forward to developing a revenue stream from that project soon.

Again, as Ovenden was insistent upon this point and time was of the essence in

order to secure the Catalogue (there were many other interested purchasers), I

agreed. The effective interest on this arrangement was very high.

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

(c) Finally, New Solutions demanded a GSA over the assets of Wideawake. This

would have included Wideawake’s main physical asset, the Liberty Studios as

well as all of the company’s IP, including what I had contributed under the

Shareholder’s Agreement.

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

36. Once the Loan was in place, I immediately started working on both a bid for the

Catalogue and putting together deals to ensure a stream of distribution royalties from the

Catalogue once the purchase was complete. At this point, my duties vis a vis the Catalogue

shifted substantially to New York, where we intended to locate Deathrow’s offices and from

where the Catalogue IP would be administered and distributed.

WIDEAWAKE AGREES TO PURCHASE THE CATALOGUE

37. The Catalogue was originally held in a bankruptcy trust subject to a bankruptcy action.

Upon completion of the action the asset was administered by the Trustees.

38. The Catalogue was originally held in a bankruptcy trust subject to a bankruptcy action.

Upon completion of the action the asset was administered by the Trustees. To qualify as a

bidder, WIDEawake had to provide to the Bankruptcy court to be put in escrow $1.25 M. If

were the winning bid, this money would be applied to the purchase price. If we were outbid,

this money with interest would be returned to Wideawake. As part of the Bankruptcy Court’s

award of the Catalogue to Wideawake, the Court required Wideawake to immediately pay this

$1.25 M non refundable good faith deposit. Wideawake advanced these monies from those

loaned to it by New Solutions.

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

between Wideawake and the Trustees (the “Purchase Agreement”). The Purchase

Agreement stated that the purchase price of the asset was $18M.

Copy of Purchase Agreement attached at Exhibit “M”.

Distribution Agreement previously attached at Exhibit “ J”.

40. On January 15, 2009, Thompson-So and I attended a federal bankruptcy hearing in

Los Angeles, California, wherein Wideawake was awarded the Catalogue for a purchase price

of $18M with the purchase closing to occur within three (3) business days pursuant to the

terms of the Purchase Agreement.

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41. I assured the court, with Thompson-So sitting directly with me, that Wideawake was

prepared to pay its bid of $18M when the Judge declared that Wideawake was the highest and

best bidder. In this structure, no bidder can reduce their bid, so Thompson-So and Ovenden’s

reasonable expectation would be that the bid would be no less than $18M dollars.

42. As we were walking out of the court room after winning the bid for initial bid amount,

Thompson-So informed me that New Solutions had re-directed money set aside for the

Catalogue purchase such that New Solutions was now $4M dollars short of the $18M bid

amount. Thompson-So further advised me that I had to raise $4M dollars in less than a week

or the deposit provided by Ovenden would be forfeited.

43. This was deeply concerning to me. However, I did manage to secure a brief respite on

payment of the remainder of the closing price and continued my efforts to secure a distributor

for the Catalogue.

44. Finding a distributor and securing a proper distribution agreement was critical to the

proper leveraging of the Catalogue that Wideawake had just agreed to purchase. Ovenden

always knew this. For that reason I devoted a significant amount of time to securing a

favourable distribution deal. When New Solutions first advised me of the need to stall the

final closing, I was in the midst of negotiating a distribution deal on good terms with

Fontana/Universal Music. I was confident that once Deathrow had the Catalogue, this deal

would quickly close.

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

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

Universal Music Group International's Deal Memorandum - Subject to Contract, Death Row Records - Label Licence of dated January 21, 2009 attached at Exhibit “P”.

NEW SOLUTIONS BREACHES THE LOAN TERMS

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45. On January 22, 2009, after stalling closing on the Catalogue for one week already,

New Solutions made part payment to the Trustees in the amounts of $11.35 M and $1.47 M.

This brought the total amount paid to $14.25 M.

46. However, after New Solutions made this payment, I was further informed by

Thompson-So that New Solutions would not be lending the full $20M as previously agreed

and would only extend a total of $16.05M. Thompson-So advised me that I must continue to

stall closing and, in the interim, secure the remaining closing funds myself.

47. Thompson-So ’s instructions were devastating and put the whole transaction in

jeopardy, including all funds advanced to date by New Solutions and guaranteed by Very

Juicy. Per the terms of the purchase agreement between Wideawake and the Trustees, if

Wideawake did not complete the purchase by remitting to the Trustees the full amount due,

Wideawake would have been in material breach of the purchase agreement. The result of this

would have been: (1) all monies paid by Wideawake would have been forfeited to the

Trustees; (2) title in the asset would have remained with the Trustees; and (3) Wideawake

would be subject to a lawsuit pursued by the Trustees for the balance of the purchase price

unpaid and any damages and costs resulting from its breach.

48. Thompson-So advised me to secure the remaining funds via an advance from the

eventual distributor of the Catalogue. The Universal/Fontana negotiations were still too

young and would not conclude in time for me to secure a sufficient capital advance. That deal,

while providing for an advance on better terms, was short of the funds we needed by half a

million dollars.

49. As a result, I was forced to abandon the Universal Music deal (at great damage to my

relationship with a major industry player) and negotiate a distribution agreement with an

entity called E1 Entertainment US LP (“E1”). E1 agreed to advance the necessary monies

under the terms of a distribution agreement made effective as of January 28, 2009 (the

“Distribution Agreement”). But, given E1’s leverage at the time we negotiated, its terms

were predictably tough. In exchange for advancing the $4M shortfall in the New Solutions

Loan, E1 offered, among other things, less lucrative distribution rates than Universal/Fontana

and still required the Catalogue as security. Any breach of the Distribution Agreement with

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E1 would result in their foreclosing on the asset and confiscating it from Deathrow.

Notwithstanding its terms, the Distribution Agreement was the only one available in the

timeframe we needed to close the deal, so Deathrow accepted its terms. At the end of the day,

as long as I still had the funds in place, I still believed that I could make Deathrow into a

lucrative going concern.

THE PURCHASE DEAL CLOSES

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

made available.

51. On February 5, 2009, as CEO, President and sole Managing Member of Deathrow, I

reluctantly directed E1 to transfer $1,950,000 of the secured advance to the Trustees,

finalizing the purchase of the Catalogue. I then turned my mind to finalizing the

arrangements for assigning the Catalogue from Wideawake to Deathrow. To that effect,

Ovenden and I jointly executed an assignment agreement which transferred completely to

Deathrow all rights and interests in the asset, free and clear of any rights, encumbrances or

obligations to or in favour of Wideawake or any other entity or persons. Thompson-So and

Ovenden were deliberate about this assignment language - they wanted the Catalogue to be as

unencumbered by debt as possible to make re-financing easier so that New Solutions did not

sustain long term a sunk cost of $18 million.

52. With the Catalogue now fully paid for and in the hands of Deathrow I looked forward

to receipt of the remaining advance monies from E1 in order to begin the development and

marketing of the Catalogue. However, Ovenden, New Solutions and Thompson-So now took

steps to make sure this wouldn’t happen.

OVENDEN UNLAWFULLY TAKES REMAINDER OF ADVANCED MONIES

53. On February 6, 2009, Stacey Mitsopulos, lawyer for New Solutions directed E1 to

transfer the remaining balance of the Advance to New Solutions rather than to Deathrow, the

party with the sole, legal right to the remainder of the Advance.

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

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54. New Solutions had absolutely no right to take over the remainder of the Advance.

New Solutions had not formally transferred its security interest in the Catalogue to Deathrow.

In fact the Assignment Agreement, drafted by Ovenden’s lawyers, indicated the very

opposite. Instead it had elected to maintain its factoring agreement with Wideawake and its

guarantee from Very Juicy for the loan that it had advanced to Wideawake. This is why the

Assignment Agreement, executed on February 1, 2009, contained no discussion of the

elimination of these items. Instead, New Solutions agreed to claim 60% of the proceeds from

the distribution royalties emanating from the Distribution Agreement. New Solutions would

earn a return on the Loan from the proceeds of Deathrow’s success, not from the funds issued

to operate the company and ensure that success.

55. By unlawfully taking the remaining advancement monies owing to Deathrow, New

Solutions and Ovenden were effectively stripping Deathrow of everything but the Catalogue

itself and providing it with none of the necessary operating capital to develop it, market it and

ultimately, make it a successful going concern. Ovenden instead left me with only a limited

number of staff at Wideawake and no budget to work with.

56. I protested this situation to Thompson-So and, through him, to Ovenden. Ovenden

would not even take my calls or hear my concerns. I asked Thompson-So to produce any

documentation that evidenced New Solution’s right to the remaining Advance monies. He

dodged me and produced nothing.

57. At this point I began to grow very concerned that Ovenden was not acting in good

faith in his role as a director of Wideawake or Deathrow. However, I was in a tough situation

- I had a $20M guarantee hanging over my company’s head and my only chance to make

something of this situation was to continue giving everything I had to making the Catalogue

successful.

58. I pressed on with my duties to the company. Among other things, to mitigate the lack

of marketing and operational funds now available for running Deathrow, I made arrangements

with E1 to enhance the amount of money it spent on marketing initiatives for the Catalogue’s

products. While this allowed us to begin marketing the Catalogue’s products, this

arrangement had the side effect of increasing E1’s expenses, which resulted in less

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distribution monies being available to satisfy New Solutions and severely effecting

Deathrow’s cashflow. Of course, New Solutions was not happy about this - but it was not

possible for them to have their cake and eat it too.

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

trickle. Once again, I was tasked with somehow making a thinly financed corporation’s assets

profitable. I felt this was again a breach of Ovenden’s obligations under the Shareholder

Agreement.

DENIAL OF ACCESS TO COMPANY RECORDS AND FINANCIAL INFORMATION

60. After New Solutions appropriated the remaining advancement monies, Ovenden

simply ceased communicating with me. I could only seek his fulfillment of his obligations

under the Shareholder Agreement by communicating through Thompson-So or DeGuara and

hope that my messages got through.

61. Thompson-So had no position with either Wideawake or New Solutions. I was

concerned that his responsibility was only to recoup New Solutions investment and not to

advance the interests of Deathrow. However, given his access to Ovenden, I worked with him

as best I could.

62. Of significant concern to me as President of both Wideawake and Deathrow, was the

state of the companies’ finances. Ovenden had always insisted that all financial record

keeping of our enterprises , including Wideawake and Deathrow, emanate from his offices.

63. With the Loan and the Catalogue purchase, accurate record keeping was now critical

to me. Very Juicy was the Guarantor of a purported $20M loan of which only $16M had ever

been advanced and another $2M had been immediately recouped by taking the Advance

monies. Moreover, all of Wideawake’s receivables and 60% of Deathrow’s royalties were

now going directly to New Solutions as well. Deathrow also had obligations to E1 on which

the security of the entire Catalogue depended. Finally, and very importantly to me, the value

of my equity stake depended on paying down the company’s debt as quickly as possible. All

of this was on top of my basic duties as President and CEO to ensure that the companies were

being run properly.

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64. The companies’ US accountants had also expressed concern to me numerous times

that Wideawake and Deathrow were not properly taking care of tax preparation in the US and

that there was significant co-mingling of money and expenses between Deathrow and

Wideawake that did not make accounting sense. This concerned me.

65. I asked Thompson-So and DeGuara for the financial records necessary to run the

corporation and ensure compliance with its obligations. Among other things, the documents I

requested included:

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

financing entities. This was particularly important to me since Ovenden and

New Solutions were consistently misrepresenting the amounts of monies

advanced to Wideawake and Deathrow, the greatest example being the alleged

$20M loan to Wideawake of which approximately only $16M ever

materialized and another $2M had been immediately confiscated from the

Advanced Funds from E1.

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

revenues flowing to and between Deathrow, E1 and New Solutions from

royalties. These reports were critical to me for at least two reasons. First,

Deathrow had outstanding obligations to New Solutions and E1 that were to be

satisfied from these revenues. It was therefore critical to me as President that I

understand, how much revenue was being generated and to what extent the

companies’ obligations were being met. Second, not knowing how much

money the Companies are bringing in made it impossible for me to plan for

and project what revenue streams we could expect in the future.

(c) All executed loan and distribution documents relating to Wideawake and

Deathrow. Ovenden kept control of these documents but I felt it important in

my capacity as President and CEO to review these documents and know their

terms in order to understand the obligations of the company.

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

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66. Despite these records being the undisputed property of Wideawake and Deathrow, my

requests were not only denied, but were treated with suspicion by Ovenden and his associates.

Only on the eve of the shareholders’ meeting at which Ovenden purported to remove me as

President and fire me from all duties involving Wideawake did DeGuara produce the thinnest

of financial documents. It was a spreadsheet that purported to be an “income statement” for

Wideawake and Deathrow but just muddled the companies’ assets and liabilities together (the

“Spreadsheet”).

Copy of Spreadsheet delivered to me by DeGuara in October of 2009 attached at Exhibit “R”.

67. Though the Spreadsheet was rough in the extreme, it did indicate some very

interesting facts. Among them, that in the short amount of time since acquiring the Catalogue,

Wideawake and Deathrow had already paid out almost $3M in factoring fees to New

Solutions.

68. Given the strict control that Ovenden and New Solutions have exercised over the

corporate records of Deathrow and Wideawake, I find it particularly galling that Ovenden

now seeks interlocutory relief against me requiring me to turn over these records over to him.

These documents are already in his and New Solutions’ possession. They always have been.

New Solutions even kept Wideawakes’ and Deathrows’ e-mail servers at their offices.

69. The impression that I began to get from Thompson-So (now confirmed as I read

Ovenden’s affidavit), was that any effort by me to have a meaningful role in the operation of

Deathrow was somehow indicative of disloyalty to Ovenden or a plan on my part to somehow

“steal” the Catalogue from Deathrow.

70. This was ridiculous. For one thing, Ovenden’s financial interest in the Catalogue was

secured to the hilt by, among others, my company. Moreover, I knew I could only earn a

return on the Deathrow catalogue (as with all my ventures with Ovenden) by applying every

ounce of my labour to making it a viable going concern, resuscitating the Deathrow brand and

reputation with its artists and freeing the Catalogue from any encumbrances (such as the E1

security) as soon as possible.

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OVENDEN REFUSES TO PROVIDE THE COMPANY WITH RESOURCES

71. Through the Spring and Summer of 2009, Ovenden showed no interest in developing

Deathrow in a meaningful way. He ceased communicating with me, issuing requests or

demands to me only through delegates like Thompson-So or DeGuara. Ovenden would not

answer my phone calls, receive or respond to my e-mails or directly address any concerns I

raised regarding our companies.

72. The only line items that Ovenden would finance were a few employees and

consultants whose ostensible goal was to help me with the Catalogue. However, these

employees were generally not a success:

(a) John Payne - a Los Angeles resident who formerly held a position with

Deathrow Records Inc for a very brief period of time and was fired by Dr. Dre

and Suge Knight prior to the release of Death Row’s first artist release Dr.

Dre’s the Chronic. When I first met with Payne in and around the time I was

investigating the purchase of the Catalogue from the Trustees, he held himself

out to me as someone with a deep knowledge of the old Deathrow label and

who could assist us, among other things, with the important task of gaining

support of the Catalogue’s former artists for our plans to reinvigorate the

company. Once hired however, it quickly became apparent to me that Payne

had overstated his qualifications, and more importantly his presence was a

serious roadblock for Deathrow with certain key artists like Snoop Dog, the

estate of Tupac Shakur and Dr. Dre, all of whom who refused to work with

Payne. Payne also had an unacceptable attitude towards Deathrow artists’

rights. I am a recording artist myself. I know how these rights are valued and

how respect for them is critical to gaining artist trust and support. Payne

seemed to feel the opposite. Once for example, when I was discussing the

necessity of obtaining Dr. Dre’s support for releasing certain of his unreleased

content in the Catalogue, Payne suggested that we do so without Dr. Dre’s

support or consent. When I disagreed with this approach, his exact words were

“ [Expletive Deleted] the artists. We own the Catalogue - we can do what we

want with it. This attitude horrified me in an artistic sense and in a business

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sense was the opposite of what we needed for Deathrow to regain the support

of its artists and thrive. Over the course of the Spring and Summer of 2009, it

became apparent to me that Payne thought by discrediting me in the eyes of

Ovenden and his delegates, he could edge me out of Deathrow and gain

managerial control over it.

(b) Sasha Stoltz - a 33 year old Toronto resident who I was “permitted” to hire in

the Summer of 2009 to assist with publicity for Deathrow. I knew Sasha

through her mother, Lynne Stoltz who wanted me to develop an urban film

project with her. She was eager for work in the entertainment industry and

offered to volunteer without pay as my personal assistant to get her foot in the

door. I knew that Sasha was young and under-qualified for the job of handling

publicity for a major record label, but given my limited budget, she was also

the only option I could afford. I hoped to groom her into the role. However,

despite my best efforts to assist her, Stoltz was simply not able to do the job.

Among other things, E1’s publicist , Eric Alper told me that Stoltz’s press

release work was substandard. When I began to constructively criticize her

work, she became very resentful. As her own affidavit in this matter confirms,

soon after starting work she began to take instruction from Ovenden,

Stevenson and Thompson-So to report to and work for them directly. This

went completely against my role as President and CEO of Deathrow.

73. I was responsible for hiring both Stoltz and Payne. When it became clear that they

would not be able to perform their tasks, I was required to terminate them. This is not

something I enjoyed - I had high hopes for Payne and I had known Stoltz and her mother

personally before hiring Sasha.

74. When I terminated Stoltz and Payne, they simply approached Ovenden through

Thompson-So and he continued to pay them. Obviously, this was gross interference with my

duties as President of Wideawake and Deathrow and, with these individuals continuing to

work, contrary to my explicit orders, it created significant tension at Deathrow and

Wideawake (among other things, Stoltz is a good friend of Julia Ji’s, another employee of

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

avail.

75. I have read the affidavits produced by Mr. Ovenden in his application record and his

attempt to vilify me as someone with whom it is impossible to work and who has alienated

everyone at Wideawake. This is absolutely ridiculous. I have been the President and CEO of

Wideawake since its founding and had never been accused of such poor character before the

incidents with Stoltz and Payne. My own husband and people that I consider friends work at

Wideawake and Deathrow. Mr. Ovenden has been highly selective in his choice of employees

pushed to speak against me.

76. The allegations concerning my personal conduct in this matter have been put forward

by individuals who owe their jobs and livelihood to Ovenden. I will more specifically refute

those allegations (all of which are either mischaracterized or maliciously false) in future

affidavits. The immediate demands of putting my evidence on the corporate governance

issues affecting these corporations have not yet afforded me time to address the many

personal attacks in the Application Record. I will do that as quickly as possible. However, in

the interim, I would ask this Court to take note of the obvious incentives that ongoing

employees have to side with the individual who signs their paychecks.

OVENDEN TRIES TO REMOVE ME

77. Over the Summer of 2009, it became increasingly difficult to run Deathrow. We did

not have the capital we needed and expected from the Distribution Agreement, Ovenden and

his delegates viewed my legitimate desire to know about the finances of the company with

suspicion and contempt and I had several actively hostile employees painting my every move

with the blackest brush.

78. Consistent with the original Shareholder’s Agreement, I continued to work in the best

interests of the company, trying to make up for lack of funding with hard work. Among other

things, I:

(a) Worked tirelessly to secure a “Rest of World Distribution and Label Services”

agreement with EMI. The E1 Distribution Agreement only pertains to North

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America and international distribution rights to the Catalogue would have a

massive impact on Deathrow revenues to the tune of $2-$10million net

revenue per year.

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

Censorship Clearance for a large Deathrow Catalogue. China is a massive

untapped market for hip hop music and this deal is the first step towards

negotiating more deals in China. This first agreement has required a substantial

amount of negotiation on my part to produce, given the PRC’s strict censorship

laws and the obvious problems that poses for much of the Catalogue’s art.

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

part of this project, on an ongoing basis I have reviewed specific content with

Tim Allen, Afeni Shakur/Dina LaPolt (of the Tupac Shakur Estate - a critical

player in the Deathrow community) and others at Evergreen Copyrights for

clearance and placement of Catalogue music in various media.

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

instrumental and acapella library of Catalogue content to support the

development of a “Rapstar” video game placement. This is a time sensitive

project and delivery item that Payne was originally tasked with but failed to

deliver.

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

worldwide merchandising of Deathrow branded products.

(f) Entered into talks with Jed Seifert, Executive Vice-President of MusicSkins

LLC based in Brooklyn, NY for the securing of separate Deathrow

IPOD/Blackberry skins merchandise and branding.

(g) Researched and engaged in initial negotiations with 4 different companies that

are on the preferred Apple list to develop Deathrow applications for IPODS,

RIM/Blackberries and other handheld devices. This is a particularly exciting

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opportunity for Deathrow given the burgeoning market for these types of

applications.

79. Notwithstanding my efforts, in the last few months, I have been continually stymied

by the interference of Wideawake/Deathrow employees, Thompson-So, Stevenson or

DeGuara, who felt that their primary allegiance is to New Solutions or Ovenden personally

and not to the companies of which I am President and CEO. Moreover, I was often working at

an informational disadvantage, given my lack of access to the company’s financial

information.

80. By the Fall of 2009, this situation was threatening to seriously damage the company.

Differing instructions, messages and strategies seemed to be coming from Wideawake and

Deathrow. Our distributors, artists and potential business partners were becoming confused as

to who was representing the Catalogue and the companies. Retail confidence in our company

was decreasing steadily at an alarming rate which E-1 our distributor repeatedly alerted us to.

81. I had to set the record straight. I respected Ovenden’s role as a shareholder and a

director. I understood New Solutions’ position and rights as a creditor and the importance of

co-operating with Thompson-So and DeGuara in that regard. But I was the President and

CEO of Wideawake and Deathrow and I was responsible for the management of those

companies’ projects. The companies’ employees could not have ongoing divided loyalties and

try to serve many masters if we were to move forward. I set out this position clearly to all

Wideawake and Deathrow employees and consultants in the e-mails found in the Application

Record.

Communications from Lara Lavi to company employees and response from Ron Ovenden to all company members attached at Exhibit “ S”.

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

was immediate and aggressive. He accused me of poor performance as President and CEO

and actually tried to retract that I even held these offices, stating at one point that only he was

ever the CEO in the companies he financed. Ovenden then began to take steps to try and

remove me from my senior officer’s role. This was made obvious to me when he began to

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

meeting of that Company.

83. Based on the tone of Ovenden’s communications with me, I could see that such a

meeting would only turn into a show trial of my performance. Until now, I had not received

any of the financial data on the companies’ performance I had requested of Thompson-So, nor

had I been given access to the companies’ record books, ledgers, etc to verify that

information. I demanded access to the company books as a precondition of proceeding with

any meeting.

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

Ovenden couldn’t simply use his position as a majority shareholder in Wideawake to remove

me from my duties as that company’s senior officer. The Shareholder’s Agreement was clear

that I would retain a senior executive role. I had worked extremely hard to find, obtain

(remember that without my efforts, the original purchase of the Catalogue would have fallen

through and Ovenden’s money would have been lost) and develop the Catalogue. Ovenden

now sought to remove me from all power over management of the Catalogue while keeping

my company, Very Juicy, on the hook for the full amount of the loan which financed the

Catalogue’s purchase, all after pulling the very funding from Deathrow that was meant to

guarantee its success.

85. Notwithstanding the above, and as set out in his affidavit, Ovenden held a

“shareholders meeting” of Wideawake, elected his son, Graham Ovenden, himself and

Thompson-So as directors. Ovenden and Thompson-So then appointed themselves as officers.

The first act of the directors was to terminate what they called my consulting relationship

with Wideawake, without any reference to the Shareholders Agreement.

Copy of Minutes of Wideawake’s Shareholders Meeting dated November 9, 2009 attached at Exhibit “T”.

Copy of Minutes of a Meeting of Wideawake’s Board of Directors dated November 9, 2009 attached at Exhibit “U”.

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MBDOCS_4623698.3

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

Deathrow without limits and passed a simple resolution stripping me of all offices and power

in that company (the “Delaware Resolution”).

Copy of Deathrow Resolution dated October 26, 2009 attached at Exhibit “ V”.

87. Once he had control over Deathrow and Wideawake, Ovenden moved to enhance New

Solutions’ security over the catalogue. Among other things, Ovenden executed an

“Assumption of Loan” agreement between Deathrow and Wideawake, in which Deathrow

purported to assume the indebtedness of Wideawake under the Loan. This agreement was

backdated to February l, 2009 and was for indebtedness of $20M when no such amount had

ever come close to being advanced. There was no consideration for this assumption of debt,

even though the original assignment between Wideawake and Deathrow had transferred the

Catalogue completely free and clear of all encumbrances. Most conveniently, the Assumption

did nothing to release the Guarantee of Very Juicy for the Loan. In the stroke of the pen,

Ovenden had greatly enhanced his security as a lender while still leaving me on the hook for

the full amount of the Loan yet powerless to operate the company as we had agreed.

Assumption of Loan Agreement back dated to February 1, 2009 attached at Exhibit “ W”.

THE NEW YORK PROCEEDINGS ARE BROUGHT WITH NOTICE

88. My obvious fear was that Ovenden would now use his purportedly unrestricted equity

position in Deathrow and/or Wideawake to encumber the Catalogue or sell it for a nominal

fee to some other entity completely owned by him. Alternatively, now that Ovenden had

registered security over the Catalogue itself on behalf of New Solutions, with control of both

companies he might easily engineer a default under the Loan that he would say justified

seizure of the collateral.

89. I felt Ovenden’s actions were oppressive and I resolved to protect my rights. As the

record already shows, I commenced a proceeding in the Courts of New York State seeking to

enjoin Ovenden, New Solutions or Wideawake from, among other things, representing

themselves as having any authority to conduct business on behalf of Deathrow.

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90. There are numerous factual and legal reasons that I believe the New York Courts are

an appropriate jurisdiction for determination of the relief I sought. These reasons are set out at

length in my NY legal counsel’s submissions. I repeat and rely on them.

Copies of Memoranda of Law submitted in New York proceedings attached at Exhibits “ X” and “ Y”.

91. I gave notice of the proceeding to the defendants and we all attended before Her

Honour Judge Barbara Kapnick on November 19, 2009. At that time, Judge Kapnick granted

a Temporary Restraining Order (the “TRO”) staying the Delaware Resolution, staying the

Assumption of Loan and enjoining Ovenden, New Solutions or Wideawake from holding

themselves out as having sole authority to conduct business on behalf of Deathrow. Her

Honour also restrained any party from executing any documents seeking to sell the assets of

Deathrow. The last point in the order was later broadened to include any encumbrance or

dealings with the Catalogue. The defendants made ample submissions and had significant

input on the TRO.

Notice of Presentment of Stay Application served upon lawyers for Ovenden attached at Exhibit “Z”.

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

92. As a condition of the TRO, I was required to post a $2M bond with the NY Court by

no later than December 3, 2007. This was a request from the defendants which the court

granted. I immediately set out to arrange the bond. Within a few days, I was negotiating the

necessary financing and was on the verge of posting the bond when the Applicants herein

commenced these proceedings without notice to me, seeking interim relief that in some

regards completely contradicted the TRO. The plaintiffs here claimed that because the bond

was not yet in place the TRO was not effective (which position I do not believe is accurate

under NY law). In any event, by bringing the Ontario Proceedings, they gave us no

opportunity to clarify that matter with the NY Court.

93. I believe Ovenden’s motives for seeking relief in respect of Deathrow here in Ontario

were purely abusive. Because Ovenden was able to obtain interim relief here in respect of

Deathrow that went directly against the TRO (namely, it held that I no longer had any

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authority for Deathrow), this created confusion amongst NY bond issuers - exactly the result

Ovenden hoped for. As a result, I was not able to meet the NY Court’s bond requirement in

the time required and the TRO was lifted. I did eventually secure a bond for $2million dollars

on Tuesday December 9, 2009 at 4pm which I promptly delivered to the New York Court.

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

THE NEED FOR INTERIM RELIEF

94. I have reviewed the affidavit of Thompson-So dated December 5, 2009 which

Thompson-So claims to submit as evidence of urgency in this matter. It is deeply flawed.

95. With respect to the financial obligations, I note that the first thing that Thompson-So

does is muddy the waters by mixing the obligations of Wideawake and Deathrow. This has

been a constant problem with Thompson-So’s financial involvement in the companies since

the Catalogue acquisition as seen in the Spreadsheet.

96. More substantively, a cursory review of the “financial demands” that Thompson-So

has listed reveals that the vast majority of payables due are payments under the Factoring

Agreement owing by Wideawake to New Solutions.

97. The next item in Thompson-So’s list of financial demands is the working capital of

“Wideawake”. Thompson-So provides minimum accounting evidence for working capital

being so high, but I take his affidavit at its word that this amount pertains mostly to payroll

and consulting fees. However, my information is that employees at Wideawake are getting

paid, based on who among them is deemed “loyal” to Ovenden and New Solutions.

Specifically, I understand that John Payne, Sasha Stoltz, William Stevenson, and Julia Ji - all

of whom have given evidence supporting Ovenden in this matter - have been paid to date.

Other employees who have not given evidence for Ovenden have not been as fortunate.

98. Thompson-So’s affidavit gives no explanation for the mysterious “other payables” line

item in his amalgamated list of Wideawake and Deathrow debts. If I had access to company

records, I could address this. But at present, I am in the dark as to what this bill is as well as

from whom and to whom it is payable.

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99. The remaining payables listed in Thompson-So’s affidavit (to Pacific Title, Artist

Royalties and Manufacturing and M&P to E1) do need to be addressed. The question then, is

how will Wideawake and Deathrow meet their interim financing needs while this matter is

awaiting hearing of its merits?

FINANCING OF THE CORPORATION

100. Thompson-So holds out Ovenden as the only potential financial backer of the

company. That is inaccurate, as most demonstrably shown by the incident which lead to the

E1 Distribution Agreement - Ovenden’s failure to finance Deathrow to the full extent

promised and the subsequent willingness of other parties to leap in and fill the breach.

101. I secured a $4M advance on distribution royalties from the catalogue in a matter of

days secured by an asset that Mr. Ovenden’s own lawyer described as a “mess”. I know the

entertainment industry and I know how to raise capital.

102. I have already listed above a number of companies willing to do business with me as

the face of Deathrow and who will put faith and money into the company. I was willing to put

$2M in the hands of the New York court as a bond to “put skin in the game” as Mr.

Ovenden’s representatives like to say. It was only the abusive elements of this action (seeking

the opposite interim relief to that which I sought in NY) that prevented that bond from being

secured in time to save the TRO. Notwithstanding, I have secured a bond to put before the

New York Court in the event it grants my request for interlocutory relief in the matter

presently before it.

INTERIM CONTROL

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

company to our many contacts in the industry. I have demonstrated an ability to obtain

financing for the company and a commitment to it’s development. I would request that any

order for interim control of the company be granted in my favour.

104. Alternatively, if Ovenden’s actions are permitted to remove me from my roles in the

company even on an interim basis, I request that any order for interim relief required him to

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give assurances along the lines of those granted under the TRO, as amended, that he will do

nothing to sell, transfer or encumber the companies or assets that I have worked so hard under

our Shareholder’s Agreement to develop.

SWORN BEFORE ME at the of , in the of on December , 2009.

Notary Public in and for the State of New York

Lara Ann Lavi

MBDOCS_4623698.3

WIDEAWAKE ENTERTAINMENT GROUP INC., et al

Applicants

and LARA ANN LAVI, et al.

Respondents

Court File No: 09-8483-00CL

ONTARIO SUPERIOR COURT OF JUSTICE -

COMMERCIAL LIST

Proceeding commenced at Toronto

AFFIDAVIT OF LARA ANN LAVI

(Sworn December , 2009)

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

Jason Murphy LSUC#: 48577T Tel: (416) 865-7887 Fax: (416) 865-7048 Lawyers for the Respondent, Lara Ann Lavi