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10/10/18 6:21 PM

#149808 RE: Money Pro #149804


Here are the main bullets of the statement Blum, Vacarro, and Goulding submitted...the JP Carey suit was transferred to same judge...I’m not a lawyer just and idiot with a pacermonitor subscription



The Court Lacks in Personam Jurisdiction Over Each Defendant Since SND Is Not Being Sued for Breach of the Stock Transfer Agreement, and None of the Other Defendants Are
Signatories to the Connecticut Venue Selection Provision



The Tortious Interference and Aiding and Abetting Claims Must Be Dismissed Since Any Steps Taken By Blum and Vaccaro To Cause PotNetwork Holdings, Inc. to Reject the January 201 Conversion Notice Was
Consistent With the Company’s Legitimate Interests



[F]reely convertible securities, including warrants and notes, are generally deemed to be beneficial owners of the underlying common stock. Where conversion rights are limited, however, a holder of a convertible security may not be deemed the beneficial owner of the underlying common stock. A blocker provision limits the right of a holder to convert securities above a specified amount. [citation omitted. Thus, “as long as the conversion cap . . . is binding, [the defendant] cannot be the beneficial owner of more than” the amount of stock specified in the conversion cap.