Excerpts from Turrini Declaration is Support of Preliminary Injunction
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18. List of Daic Interferences:
a. Acacia Patent Acquisition Corporation (“APAC”), Calypso was presented an agreement to license its patents to APAC in exchange for a $5,000,000.00 advance plus 50% of all recoveries by APAC in way of licensing or litigation. Daic rejected this proposition and used his veto power by stating the contract made Calypso look desperate and that he would not allow Calypso to license the
patent for 10 years to APAC.
b. Dan Wise and introductions to VONAGE, I presented the board with an opportunity from Mr. Wise to raise $10,000,000 for Calypso and also an introduction to VONAGE’s CEO and Chairman. Mr. Daic’s wife refused to sign any agreements with Mr. Wise and did not make herself available to the numerous requests for conference calls.
c. Mario Cytrymbaum, Mr. Cytrymbaum offered to invest in Calypso in exchange for a 10% interest per year and the option to convert the loan for Calypso stock at .5 cents per share. Mr. Daic refused to accept such investment because, as with the VONAGE proposal, it was going to dilute his position as a Calypso sshareholder. Mr. Daic offered other solutions to the company such as introductions to banks he owned and other financiers who would not demand a conversion for Calypso stock. However, he then never made those “introductions.”
d. RIVADA, Mr. Daic and his wife had refused an agreement that was presented to the company for a collaboration agreement that had the potential to bring revenues in excess of $5,000,000 per year. Mrs. Daic stated that Daic’s attorneys had rejected the deal but the attorneys when asked stated they had no knowledge
of the agreement and were never sent a copy of the proposed agreement by RIVADA.
e. Interferences with Shareholders meeting and increase of authorized shares to allow equity investment, Mr. Daic in his capacity of a substantial shareholder rejected the increase of the authorized shares because it would have “diluted” him. Even though it was imperative that the company increase the authorize
shares to be able to fulfill its obligations of the 2008 Agreement, Mr. Daic refused to accept such proposal and repeatedly threatened to foreclose on the patents.
f. Probably the first interference with company’s affairs and decisions was Mr. Daic’s inclusion of his wife as a member of the Board to make sure his interests and ideas would be met. During the negotiations of the 2008 Agreement, Mr. Daic stated as part of his acceptance of the Agreement that his wife be made a member
of the board or that he had a seat for another person of his choosing.
g. Mr. Daic interfered with and breach the 2008 Agreement by refusing to allow his name to be added to the lawsuit until Calypso agreed to enter into negotiations as to the terms of the “2009” Duress Agreement. This refusal was from November
13, 2008 until March 16, 2009, and delayed the lawsuit for 4 months.
