II. The Trans World Entertainment - BuddyUSA Securities Purchase
A. Jan. 2001 – Trans World Entertainment’s Securities Purchase
38. Attached hereto as Exhibit 5 is a true and correct copy of a Securities Purchase Agreement involving BuddyUSA Inc. and Trans World Entertainment Corp.
39. Attached hereto as Exhibit 6 is a true and correct copy of my signature to the same Securities Purchase Agreement involving BuddyUSA Inc. and Trans World Entertainment Corp.
40. Attached hereto as Exhibit 7 is a true and correct copy of the signature of John Sullivan, Chief Financial Officer of Trans World Entertainment Corp., to the same Securities Purchase Agreement.
41. Attached hereto as Exhibit 8 is a true and correct copy of the stock certificate issued by the corporation BuddyUSA Inc. to Trans World Entertainment Corp. as part of the same Securities Purchase Agreement.
42. Attached hereto as Exhibit 9 is a true and correct copy of the cover page of the disclosure schedule to the same Securities Purchase Agreement. I have redacted certain names of non-parties to protect their identities and would offer to submit Schedule 2.8 Capitalization Table under seal.
43. Attached hereto as Exhibit 10 is a true and correct copy of Schedule 5.3, Consulting Agreement Terms, which is referenced on page 9 of the same Securities Purchase Agreement. The Purchaser referred to herein is Trans World Entertainment Corp.
44. As promised in the same Schedule 5.3, Consulting Agreement Terms, I have granted Trans World Entertainment an exclusive right to the Digital Download Technology described within.
45. As promised in the same Schedule 5.3, Consulting Agreement Terms, Trans World Entertainment’s obligations to me included that Trans World Entertainment “shall be responsible for ... obtaining permission from copyright owners, as applicable, for the use, distribution, licensing or sale of [music, movies and videogames], and making any payments owed to the copyright owners in respect thereof.”
46. Attached hereto as Exhibit 11 is a true and correct copy of a letter stating that Boies-Schiller had worked on this securities purchase transaction.
47. I expected that Boies-Schiller would represent my interests in the Trans World Entertainment – BuddyUSA transaction, and advise me of any conflicts of interest.
48. However, neither David Boies nor Boies-Schiller made any disclosure to me about Boies-Schiller’s role as lawyers representing Trans World Entertainment as a defendant in antitrust litigation.