Complaint Unlimited Fee AppliesCal. Super. - 6th Dist.April 2, 2021I Christopher K. Karic (SBN: 184765) Corey M. Timpson (SBN: 328929) 2 SELLAR HAZARD & LUCIA A Professional Law Corporation 3 201 North Civic Drive, Suite 145 Walnut Creek, CA 94596 4 Telephone: (925) 938-1430 Facsimile: (925) 256-7508 5 Email: ckaricAr,sellarlaw.corn ctimnsonRsellarlaw.corn 6 Attorneys for Plaintiff: 7 FastPencil. Inc. 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF SANTA CLARA 10 Case No.: 11 FASTPENCIL, INC., a Delaware Corporation COMPLAINT FOR DAMAGES 12 Plaintiff, 13 vs. 14 DOUGLAS ARROYO, an individual, and DOES I- 20, inclusive. 15 Defendants. 16 1. Conversion 2. Civil Action under Penal Code ('I502(e) 3. Breach of Contract 4. Breach of Fiduciary Duty 17 Plaintiff FASTPENCIL, INC. (hereina(ter "FASTPENCIL" or "Plaintiff') hereby complains 18 and alleges as follows: 19 THE PARTIES 20 1. FASTPENCIL is now, and at all times relevant to this Complaint was, a corporation 21 organized and existing under the laws of the State of Delaware. At all times relevant to this Complaint, 22 FASTPENCIL was authorized to do business in the State of California. FASTPENCIL is a company 23 which facilitates online publishing of books. 24 2. Upon information and belief, defendant DOUGLAS ARROYO ("ARROYO" or 25 "Defendant") is now, and at all times relevant to this Complaint was, an individual residing in the State 26 of California. 27 3. FASTPENCIL does not presently know the true names and capacities of the defendants 28 sued herein as DOES I through 20, inclusive. FASTPENCIL will seek leave of court to amend this COMPLAINT FOR DAMAGES 21CV379044 E-FILED 4/2/2021 11:11 AM Clerk of Court Superior Court of CA, County of Santa Clara 21CV379044 Reviewed By: R. Walker I complaint to allege said defendants'rue names and capacities as soon as FASTPENCIL ascertains 2 them. FASTPENCIL is informed and believes and on that basis alleges that each of the defendants 3 designated herein as DOES I through 20, inclusive, are in some way liable, responsible, or indebted to 4 FASTPENCIL in connection with the events and/or transaction referred to herein and/or have an 5 interest in the property at issue herein. 6 4. FASTPENCIL is informed and believes, and thereon alleges, that at all times herein 7 mentioned and relevant, each defendant, including DOES I through 20, inclusive, was and is the agent, 8 servant, representative, independent contractor, partner, joint venture, alter ego, and/or employee of 9 each or some of the other defendants, and in performing and failing to perform the acts and conduct 10 alleged herein, was acting within the course and scope of such agency, service, representation, 11 contractual relationship, partnership, joint venture, alter ego, and/or employment. 12 5. FASTPENCIL is further informed and believes, and thereon alleges, that the acts and 13 conduct of each of the defendants were known to, and authorized and ratified by, the remaining 14 defendants, and that each of the defendants is jointly and severally responsible for the conduct and 15 damages alleged herein. 16 VENUE 17 6. Venue is proper in this Court because the acts giving rise to this action occurred in 18 connection with ARROYO's employment with FASTPENCIL which actions occurred in substantial 19 part in the City of San Jose, the County of Santa Clara, in the State of California. 20 GENERAL FACTUAL ALLEGATIONS 21 7. ARROYO initially invested in FASTPENCIL beginning in November 2016. 22 8. On or around February 20, 2017, following several written and verbal communications, 23 ARROYO was hired by FASTPENCIL via written agreement, as Vice President of Operations 24 ("VPO"). A true and correct copy of said agreement is attached hereto as Exhibit A. He also acted, 25 although not officially, as FASTPENCIL's Chief Financial Officer ("CFO"). In his roles as VPO and 26 CFO, ARROYO had more access to FASTPENCIL's financial statements and financial information as 27 anyone else in the company. One of his primary responsibilities was obtaining additional funding for 28 FASTPENCIL and providing Business and Financial Operations Management. -2- COMPLAINT FOR DAMAGES I 9. During his employment, ARROYO specifically requested that he remain an 2 independent contractor for tax purposes and that he did not want to become an "employee" until 2018. 3 ARROYO worked as an employee of FASTPENCIL until about July 30, 2018 when he virtually 4 ceased all work for FASTPENCIL. True and correct copies of said correspondences are attached hereto 5 as Exhibits B and C, respectively. 6 10. Following ARROYO*s employment, he filed a claim with the Labor Commissioner for 7 unpaid wages. The Labor Commissioner held a hearing on July 15, 2019, which FASTPENCIL was 8 unable to appear or send counsel on its behalfbecause it was previously FTB Suspended. 9 11. FASTPENCIL later filed a Notice ofAppeal and requested a waiver of the appeal bond 10 because the company is indigent and cannot afford to post the required undertaking. During the course 11 of FASTPENCIL's motion for waiver, ARROYO put forth a declaration in support of his opposition to 12 FASTPENCIL's motion for waiver which utilized financial documents and client information from 13 FASTPENCIL. These documents were only accessible through FASTPENCIL's online server and not 14 available for access by others. ARROYO was not authorized or given permission to access such 15 information. 16 12. Upon information and belief, ARROYO, without authorization, accessed 17 FASTPENCIL servers and secure supplier servers, after his employment ceased until as recently as 18 February 26, 2020, to obtain confidential financial and client information that he hoped would support 19 his opposition and his competing business, 2Nimble, Inc. 20 13. FASTPENCIL, through its counsel, sent a cease and desist letter on March 4, 2020 21 demanding that ARROYO cease his unauthorized access to FASTPENCIL's data. In response, 22 ARROYO sought leave to file an amended opposition to remove the illegally obtained information 23 from his papers. A true and correct copy of said correspondences is attached as Exhibit D. 24 14. On or around October 2017, ARROYO and two other FASTPENCIL employees 25 registered a new company, 2Nimble, Inc., with the California Secretary of State, which is in direct 26 competition to FASTPENCIL. A true and correct copy of this filing is attached as Exhibit E. 27 // 28 // -3- COMPLA(NT FOR DAMAGES I FIRST CAUSE OF ACTION (Conversion against ARROYO and DOES 1-20, inclusive) 15. FASTPENCIL incorporates herein by this reference each of the preceding allegations as if 4 the same were set forth in full at this point. 5 16. FASTPENCIL was and still is the true, and only rightful owner of the client list and other 6 financial information ARROYO accessed and utilized in the course of his setting up his competing 7 business and the separate legal proceedings involving ARROYO and FASTPENCIL. 9 17. On or about February 2020, ARROYO accessed FASTPENCIL's online dashboard to 10 obtain client information and financial information to use in his opposition to FASTPENCIL's motion for waiver of the appeal bond requirement and upon information and belief, for use in his competing 12 company 2Nimble, Inc. A true and correct copy of the declaration used by ARROYO referencing the 13 stolen materials, with the exhibits containing confidential information taken by ARROYO removed for 14 privileged reasons, is attached hereto as Exhibit F. Upon information and belief, ARROYO misappropriated other documents for his own personal use in bringing an overstated and unsupported 17 claim with the Labor Commissioner and for the use of his competing company, 2Nimble. 18 18. FASTPENCIL made a Complaint with the West Conshohocken, Pennsylvania Police 19 Department for ARROYO's actions. Based on this, the West Conshohocken Police Department has 20 begun an investigation into ARROYO's cyber-criminal actions and upon information and belief, the 21 West Conshohocken Police Department intends to proceed with prosecuting same. 22 23 19. As a proximate result ofARROYO's conversion of the above-mentioned property for his 24 own use, FASTPENCIL suffered damages, including, but not limited to; loss of sales, loss of 25 customers, loss of employees which ARROYO poached from FASTPENCIL for his competing company 2Nimble, time and resources to investigate, prepare and file this action, which are the natural, 27 reasonable and proximate result ofARROYO's conversion in an amount to be determined at trial. 28 COMPLAINT FOR DAMAGES I 20. The actions described above by ARROYO were willful, wanton, malicious and oppressive and taken with the intent to defraud, and justifies the award of exemplary and punitive damages, under 3 California Civil Code $3294, to be determined at trial. 4 WHEREFORE, FASTPENCIL. prays for judgment as set forth below. 5 SECOND CAUSE OF ACTION 6 (Civil Action under Penal Code 8502(el aealnst ARROYO and DOES I through 20. inclusive) 7 21. FASTPENCIL hereby re-alleges and incorporates by reference each, every, and all 8 previous allegations, inclusive, of this Complaint as though fully set forth herein. 9 22. Since the end of ARROYO's employment on or around July 2018, ARROYO has 10 unlawfully accessed, without authorization, the data in FASTPENCIL's and third partysupplier'1 computers and servers to use for his own personal benefit. A true and correct copy of data showing 12 ARROYO'S unlawful access aller he stopped working for FASTPENCIL is attached hereto as Exhibit 13 G. 14 23. ARROYO's actions constitute a breach of California Penal Code $502(c)(1)-(2), (c)(4), 15 16 and (c)(7). 24. California Penal Code ('1502(e) provides for a civil remedy for violations of the above- 17 mentioned Penal Code sections. 18 25. As a roximate result ofARROYO's violation of said Penal Code sections 19 FASTPENCIL has suffered damages and losses in an amount to be determined at trial. 20 26. The actions described above by ARROYO were willful, wanton, malicious and 21 oppressive and taken with the intent to defraud, and justifies the award of exemplary and punitive 23 damages to be determined at trial. These exemplary damages are expressly permitted under California 24 Penal Code I'1502(e)(4) 25 27. As a proximate result of ARROYO's actions, FASTPENCIL was damaged in an amount to be determined at trial and is entitled to recovery of such damages, including attorneys'ees under California Penal Code tj 502(e)(2). j WHEREFORE, FASTPENCIL. prays for judgment as set forth below. -5- COMPLAINT FOR DAMAGES I // // // THIRD CAUSE OF ACTION (For Breach of Contract aaainst ARROYO) 31. FASTPENCIL hereby re-alleges and incorporates by reference each, every, and all previous allegations, inclusive, of this Complaint as though fully set forth herein. 32. On or around February 2, 2017, FASTPENCIL and ARROYO began negotiating the terms of ARROYO's employment with FASTPENCIL. Based on these communications, the Parties 9 entered into an employment agreement which was set to begin on February 20, 20 I 7. A true and I 0 correct copy of the employment agreement is attached hereto as Exhibit A. 33. Throughout his employment, ARROYO failed to execute his responsibilities and instead began forming his own competing publishing company, 2Nimble, Inc. 13 35. As a direct and proximate result of the foregoing breach, FASTPENCIL has been 14 damaged in an amount to be determined at trial. The foregoing breach was also a substantial factor in the causation of these damages. 16 17 WHEREFORE, FASTPENCIL. prays for judgment as set forth below. FOURTH CAUSE OF ACTION 18 (For Breach of Fiduciarv Dutv aaainst ARROYO and DOES I throuah 20. inclusive) 19 37. FASTPENCIL hereby re-alleges and incorporates by reference each, every, and all 20 previous allegations, inclusive, of this Complaint as though fully set forth herein. 21 38. During his employment with FASTPENCIL, ARROYO began acting as Chief Financial Officer. As an officer, ARROYO owed fiduciary duties of care, loyalty, and good faith to 23 FASTPENCIL. These duties encompass putting the best interests of FASTPENCIL ahead of their own, 24 refraining from competing with the company, and refraining from seizing business opportunities within which FASTPENCIL had a legitimate interest and/or tangible expectancy. 26 39. Upon information and belief, ARROYO breached fiduciary duty by placing his 27 interests ahead of the company's interests, stealing publishing authors from FASTPENCIL for the 2g benefit of 2Nimble, Inc., and competing and operating 2Nimble, Inc., a competing publishing service COMPLAINT FOR DAMAGES I company. A true and correct copy of2Nimble's Statement of Information is attached hereto as Exhibit 2 E. 3 40. Upon information and belief, DOES I through 20, inclusive, also breached their fiduciary 4 duties to FASTPENCIL by placing their interests ahead of FASTPENCIL's interests which actually 5 and proximately caused damages to FASTPENCIL. 6 41. As an actual and proximate result ofARROYO's actions, FASTPENCIL has been damaged 7 in an amount to be determined at trial. 8 WHEREFORE, FASTPENCIL. prays for judgment as set forth below. 10 12 13 14 15 PRAYER WHEREFORE, FASTPENCIL prays for judgment against defendants, and each of them, as follows: 1. For compensatory damages to be determined at trial, but which exceed $25,000; 2. For Plaintiffs costs and attorneys'ees incurred herein; 3. For punitive and exemplary damages to be determined at trial; and 16 4. For such other relief as the Court may deem proper. 17 Dated: March 26, 2021 18 19 20 21 SELLAR HAZARD & LUCIA/~ CHRISTOPHER g. gARg COREY M. TIMPSiriN j/ Attorneys for Plaintiff FASTPENCIL, INC. 22 23 24 25 26 27 28 -7- COMPLAINT FOR DAMAGES EXHIBIT A WORK/SERVICES AGREEMENT Tats AcRKEMENT (the "Agreemenf') is made as of February 15th, 2017 (the "Effective Date") between Fastpencil, Inc., a corporation created and existing under the laws of the State of Delaware with an address at 1608 W. Campbell Ave, Suite 239, Campbell, CA 95008 ("Company"), and Doug Arroyo, a Vice President of Business Operations (Company and Employee are each a "Party" and collectively the "Parties"). WHERKAS, Employee is experienced in financial and Operations management. WHEREAS, Company desires to retain Employee to provide general financial services and Consultant agrees to provide such services, in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the premises, mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Services. Employee shall provide Business and Financial Operations Management to the Company (the "Services") as directed by the CEO and Executive Team.. 2. Use of the Comnanv Facilities. Eouinment. If required, Employee shall have a dedicated workspace or equipment at the Company offices if possible and shall not have set hours for the performance of the Services. 3. Ownershin of Work Product. All work product developed by Employee, in whole or in part, either alone or jointly with others, during the Term and any subsequent renewal term, which may relate in any manner to the actual or anticipated business, work, research or development of the Company, or which result, to any extent, from the Services performed by Employee for the Company, or use of the Company's Confidential Information (as defined below), will be the sole property of the Company. 4. Comuensation. Employee shall be paid according to the following milestones and schedule: The Company and Employee agree to negotiate in good faith to increase compensation as the Company is funded grows in the coming months. In addition to the foregoing, Employee shall receive a warrants and/or a stock certificate to purchase shares representing one percent (I'/0) of shares outstanding of the Company at an exercise price equal to the price of the contemplated financing scheduled to take place by April, 2017, pursuant to the terms of the warrant agreement set forth on Exhibit A, attached hereto, based upon achievement of the following milestones. Shares shall be vested over a 4-year vesting period. This issuance shall make up the compensation for the first three months of employment. Upon the next three months, beginning May 15, 2017, Employee shall receive a salary commensurate to $50,000.00 annually in addition to full benefits offered by the company. Upon August 15, 2017, Employee shall receive an increase in pay that makes new salary annualized at a rate of $ 100,000.00. Upon the completion of one full year of employment, employee and company shall meet and assess the company stability, employee's performance and discuss new compensation package moving forward. 5. Exuenses. Company shall promptly reimburse Employee for approved travel related expenses incurred in the ordinary course of providing services outlined in this agreement. Reimbursable expenses shall not be limited to but shall include costs of airfare, hotels, business meals when traveling, and mileage reimbursement. Employee shall provide a formal accounting of all expenses including receipts on a monthly basis for payment. Payment will be deposited into an account nominated by the Employee in writing within 30 days aIIer submission. 6. Termination. California is an "At-Will" employment State. Either party may terminate this agreement without prior notice and without further obligation for reasons of just cause (e.g., fraud, theft, conviction of a felony, improper or dishonest action or significant acts of misconduct), on the part of the Employee at any time. Furthermore, depending on the viability and solvency of the business or employee performance, the company will make responsible business decisions that are best for the said business regarding all employees and expenses. 7. Notices. All notices and other communications required hereunder must be in writing and shall be deemed to have been duly given only when personally delivered or deposited in the United States Postal Service mail, postage prepaid for first class delivery, as follows: If to the Company: Fastpencil, Inc. 1608 W. Campbell Ave, Suite 239 Campbell, CA 95008 Attn: Steve Wilson If to Employee: Attn: Doug Arroyo or to such other addresses as either party hereto shall furnish to the other by notice given in accordance with this section. Unless otherwise specified herein, such notices or other communications shall be deemed received (i) the date delivered, if delivered personally, and (ii) five (5) days atter being sent, if sent via first class mail. 8. Confidentlalltv. A. Employee shall keep secret and retain the confidential nature of all Confidential Information (as defined herein) belonging to the Company and take such other precautions with respect thereto as the Company, in its sole discretion, may reasonably request. Employee shall not at any time, whether before or after the termination of this Agreement, use, copy, disclose or make available any Confidential Information (as defined herein) to any corporation, governmental body, individual, partnership, trust or other entity (a "Person"); except that Employee may use, copy or disclose to any Person any Confidential Information (as defined herein) (i) to the extent required in the performance of the Services, (ii) to the extent it becomes publicly available through no fault of Employee, and (iii) to the extent Employee is required to do so pursuant to applicable law or court order. B. For purposes of this Agreement, "Confidential Information" shall mean all information pertaining to the affairs and operations of the Company that is not generally available to the public and that the Company desires to keep confidential, including, but not limited to, trade secrets, inventions, financial information, information as to customers, clients or patients, and suppliers, sales and marketing information, and all documents and other tangible items relating to or containing any such information. Employee acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company. C. All Confidential Information disclosed or made available by the Company to Employee shall at all times remain the personal property of the Company and all documents, lists, plans, proposals, records, electronic media or devices and other tangible items supplied to Consultant that constitute or contain Confidential Information shall, together with all copies thereof, and all other property of the Company, be returned to the Company immediately upon termination of this Agreement for whatever reason or sooner upon demand. D. Employee acknowledges that a breach of the provisions of this Section 10 shall cause irreparable harm to the Company for which it will have no adequate remedy at law. Employee agrees that the Company may, in its sole discretion, obtain from a court of competent jurisdiction an injunction, restraining order or other equitable relief in favor of itself restraining Employee from committing or continuing any such violation. Any right to obtain an injunction, restraining order or other equitable relief hereunder will not be deemed a waiver of any right to assert any other remedy which the Company may have in law or in equity. 9. Indemnification. Employee and the Company shall each indemnify, defend and hold harmless the other from and against any and all claims, losses, damages, liabilities, actions, costs and expenses, including, but not limited to, reasonable legal fees and expenses, paid or incurred by the Company and arising directly and indirectly out of: (i) any breach of this Agreement, or (ii) any other act or omission by the Company or Consultant as the case may be. 10. Miscellaneous. A. Govemina Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the laws of California, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction. In the event that any legal proceedings are commenced in any court with respect to any matter arising under this Agreement, Employee and the Company hereto specifically consent and agree that the venue of any such action shall be in the courts of the County of Santa Clara, State of California, and each party will hereby waive any claim that such venue is an inconvenient forum for the resolution of such proceeding. B. Entire Aareement. This Agreement constitutes the entire agreement of the Parties hereto and supersedes any prior agreement or understanding, whether oral or written, between the Parties hereto with respect to the subject matter hereof. This Agreement may not be terminated, modified or amended orally or by any course of conduct or usage of trade but only by an agreement in writing duly executed by the Parties hereto. C. Assianment. This Agreement may not be assigned by either Party without the prior written consent of a duly authorized officer of the other Party. The merger or consolidation of a Party, or the sale of all or substantially all of the assets or shares of a Party hereto, shall not be deemed an assignment of this Agreement, D. Counteroarts. This Agreement may be executed in one or more counterparts, including by means of facsimile or email, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. E. Severabilitv. The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the Effective Date set forth above. FASTPENCIL, INC. By: Name: Title: Steve Wilson Dove ARRovo Name: Title: Doug Arroyo 1~1 il ilEXHIBIT B ----- Forwarded message----- From: Doug Arroyo &darrovo@fastoencil.corn& Date: Mon, Dec 18, 2017 at 2:37 PM Subject: RE: New Employee Documentation To: Steve Wilson &swilsonfafastoencil.corn& Hi Steve, Attached is a voided check and the direct deposit form from wells fargo. I didn't fill out the new employee information as it was W2 and at least for the remainder of 2017 I would like to be 1099. If a manual check is the easiest then that is fine also. I told Mare this morning that I am trying to produce a consolidated CashF low planning worksheet and I need his recurring monthly charges and total payroll amounts. In all likelihood we may switch to ADP since they have a whole range of HR and payroll services and Art is getting really great pricing. I have not connected with Katherine.NovakC8ado.corn our account rep yet at ADP but plan to in the next day or so. If we do move from wells it means everyone on the FP team will need to fill out new direct deposit info. Either way it may make sense to run out the year as is and plan to start the new year with a consolidated payroll provider. Sorry for the delay on this but, things have gotten really busy all of a sudden Q From: Steve Wilson [mailto:swilson(Sfastoencil.comj Sent: Thursday, November 30, 2017 2r40 PM To: Doug Arroyo &doua@fastoencil.corn& Subject: New Employee Documentation Doug, In preparation for your first payroll, can you at least fill out these forms to I can get you set up with Wells Fargo'? Please let me know if you have questions. Thanks, Steve R S ilEXHIBIT C From: Jerrie Colish &ierrie.shlomo@emaikcom& Sent: Thursday, September 20, 2018 1:37 PM To: Doug Arroyo &d arrovo@vahoo.corn& Subject: Re: Arroyo Payroll Due Thank you. Jerrie Shlomo Colish : ol <‘er e.shlom l.com> nt ur , m e , r < o hoo.com> bject e r yrol . om ol Jerrie.ShlomoCSnmail.corn ISRAEL: 058-646-6208 US: 914-368-5142 On Sep 20, 2018, at 10:28 PM, Doug Arroyo &d arroyo@yahoo.corn& wrote: Hi Jerrie, Thank you for taking the time today to update me on the details of your funding efforts. As promised please find attached summary of payroll that is not been made to me per my employment agreement with FastPencil. I was contributing on a full time basis up until the end of April 2018. After April 30, 2018 at I started to decrease my time contribution. On the attached in (column H) I made adjustments for the decrease in my contribution. After july 30, 2018 I have performed almost no work for FastPencil. I will send to you separately the loan information for the 630K and S2SK loans that I made to the company which was used to fund FastPencil payroll in April and May of 2017. I will also separately send to you a summary, with adjustments for contribution, of payroll missed for all other employees. I look forward to doing what I can to help you be successful, Doug &DArroyo Missed Payroll (DA9.19.2018j.xlsx& =iNi ilm x _ . = w _ . _ . U Sl" LLJ"Si& I-[A/ARD & LU(.:iLk A PROFESS(ONAL LAW CORPORATIOV WWWsSELLijLRLA WvCOM Reply to: Walnut Creek Office Corey M. Tlmpson cti~mon~ja gllarlaw.corn Phone: (925) 938-(430 Fax: (925) 256-7508 March 4, 2020 Sent Via U.S. Mail and E-Mail fimaciastkdir.ca.nov) Jimmy Macias STATE OF CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS DIVISION OF LABOR STANDARDS ENFORCEMENT 100 Paseo de San Antonio ¹120 San Jose, California 951I3 Telephone: (408) 277-9656 Facsimile: (408) 277-9085 Re: Cease and Desist Unauthorized Access to FastPencll Server Dear Mr. Macias: As you know, we represent FastPencil, Inc. in its appeal of the Labor Commissioner Decision involving claims by your client, Douglas Arroyo. We would ask that you share this correspondence and the allegations contained therein with your client. It has come to our attention that your client has apparently accessed our client, FastPencil, Inc.'s, confidential corporate documents by logging into FastPencil's administrative backend. Mr. Arroyo was not given permission to access FastPencil's system or its confidential documents, nor did he have authority to do so. Fastpencil's administration site is only authorized to be accessed by a few current employees of FastPencil. Attached to Mr. Arroyo's Opposition to FastPencil's Motion for Waiver of Appeal Bond were clearly privileged and confidential documents. This raised the issue as to how your office and your client came into possession of same. An investigation into the issue revealed convincing evidence of certain unauthorized access to the Fastpencil server within the last couple ofweeks. It was an easy matter to identify the specific IP addresses - a Berkeley California IP address tied to your client. There can be no doubt that your client and his associate repeatedly over the last couple of weeks accessed the FastPencil server. It is clear that confidential and proprietary documents were downloaded and retrieved from the FastPencil server, and such appropriation can be directly tied to the IP addresses tied to your client. As 201 North Civic Drive, Suite 145 Walnut Creek, CA 94596 Telephone (925) 938-1430 Facsimile (925) 256-7508 One Park Plaza, Suite 600 irv'.ne, CA 92614 Telephone (949) 430.5377 Facsimile (925) 256 7508 sj'.' I 2021 The Alameda, Suite 350 San Jose, CA 95126 Telephone (650) 248-1724 Facsimile (925) 256.7508 Mr. Jimmy Macias Re: Cease and Desist March 4, 2020 Page2of2 such. we demand that vou and vour client immediatelv cease and desist from accessin@and using a~nof FastPencil's confidential cornorate documents throush anv means without authorization. This misappropriation violates not only California Penal Code ('t502 (Computer Data Access And Fraud Act), but also the federal counterpart 18 U.S.C. It 1030 er seq. (Computer Fraud and Abuse Act). These acts prohibit the unauthorized access and misappropriation (and subsequent use by any party for any use which would include your office) of the data on a computer. The evidence that Mr. Arroyo accessed our client's documents as recently as February 26, 2020 has been submitted to the appropriate authorities and a case has been opened. We have provided to the appropriate authorities the relevant legal pleadings that contain the appropriated documents and we have provided to the legal authorities the evidence showing your client's unauthorized access. We strongly recommend that your office reconsider the use of the proprietary and confidential information that was attached to your legal papers and that were clearly procured through means that may have been in violation ofvarious criminal laws. This clearly goes beyond aggressive advocacy on behalf of a client, though we trust and expect that you and your oAice did not know from where the documents were procured. If you have any questions please do not hesitate to call our offices at (925) 938-1430. Very truly yours, SELLAR HAZARD & LUCIA R R ilEXHIBIT E Secretary of State Articles of Incorporation of a General Stock Corporation I ARTS-GS 4079593 IMPORTANT - Instrucfions before comptefing this fons. Filing Fee - $100.00 Copy Fees -~ ~ « "" afifih attachment page 30.50; Certificatio Fee - 05. Note: Corporafions may have to pay minimum 0000 lax to the California Fmnchise Tax Board each year. For more information, go to bNpsjywww ffb.ce gov. State of Califofnia PCT 30 2017 f CC This Space For ONce use Only 1. Coypomte Name (Go to www.soa.cagcvrttutvnesadmrname-avsfeMlity for general corporate name requirements and restndions.) The name of the corporation is 2Nimble If)c. 2. Buaineaa AddreSSeS (Enter the complete business addresses.) e Inaial Street Address of Corporation - Do not list a P.O. Sox 100 Fairlawn Drive b. Inde Mailing Address of Corporation, lf different than item 2a City (no abbreviations) Berkeley City (no abbievi aeons) State Zip Code CA 94708 State ap Code 3. Service of Process (Must provide eshei Ind vidual oR corporation.) INDlvlouAL - complete Items 3a and 3b only. Must inc(ude agent's I'ug name and caffomia street address. a. California Agent'a Flan Name (if agent is not a oofpoiaa on) Midde Name Last Name Doug Fitzgerald Arroyo b. Street Address (S agent is not a corporation) - Do not enter a P.O. Sox Oly (no abbievlevens) 100 Fairlawn Drive Berkeley CORPORATION - Complete item 3c. Only include the naine of the registered agent Corporation. c. California Registered Corporate Agent's Name (If agent w a corporation) -Oo not complete item 3a or 3b Sere j ap Code CA 94708 4. Shares (Enter the number of shares the corporation is aulhorized to issue. Do not leave blank or enter zero (0).) This corporation is authorized to issue only one class of shares of stock. The total number of shares which this corporation is authorized to issue is 10000000 6. PurpOSe Statement (Do not alter the Purpose Statement.) The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or ths practice of a profession permitted to be incorporated by the California Corporations Code. 6. Read and Sign Below 'orm must be signed by each Incorporator. See instructions for signature requirements.) f /~X/~/7 couv arroyo Signature Q ( / Type or Print Name ARTSOS (REV OW2C17) 2at7 Caaamia Seaelsrf of Slab www.eca.oa.gsvlbudneselbe 4079593 Additional signature attachment to Form ARTS-GS SignaPre %i/~g Brvan Crossland Type or Print Name Michael P Bertoldo ill Type or Print Name #0795 ddit ! g tachm o atm S /0/2é//7 ga r s i na’ re r " /I0/¢3//W/ ichael er m/ Signature / r State of California Secretary of State LS Statement of Information (Domestic Stock and Agricultural Cooperative Corporations) FEES (Filing Bnd Disclosure): $25.00. If this Is an amendment, see instructions. IMPORTANT - READ INSTRUCTIONS BEFORE COMPLETING THIS FORM 1. CORPORATE NAME 2NIMBLE INC. G227989 FILED In the office of the Secretary of State of the State of California DEC-10 2018 2. CALIFORNIA CORPORATE NUMBER C4079593 This Space for Filing Use Only No Change Statement (Not applicable if agent address of record is a P.O. Box address. See instructions.) 3 If there have been any changes to the information contained in tha last Statement of Information filed with the California Secretary of State, or no statement of information has been previously filed, lhls form must be completed In its entirety. If there has been no change in any of the information contained in the last Statement of Information filed with the California Secretary of State, check the box and proceed to Item 17. STATE STATE Complete Addresses for the Following (Oo not abbreviate ihe name of ihe aty. items 4 and 5 cannot be P.O. Boxes.) 4. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE CITY STATE 100 FAIRLAWN DRIVE, BERKELEY, CA 94708 5. STREET ADDRESS OF PRINCIPAL BUS/NESS OFFICE IN CALIFORNIA, IF ANY CIT'Y 100 FAIRLAWN DRIVE, BERKELEY, CA 94708 6. MAILING ADDRESS OF CORPORATION, IF DIFFERENT THAN ITEM 4 CITY ZIP CODE ZIP CODE ZIP CODE STATE ZIP CODE STATE ZIP CODE Names and Complete Addresses of All Directors, Including Directors Who are Also Offfcers (The corporafion must have at least one director. Attach additional pages, if necessary.) 10. NAME ADDRESS CITY DOUG F ARROYO 100 FAIRLAWN DRIVE, BERKELEY. CA 94708 ii. NAME ADDRESS CITY MARC HISTAND 2830 SELLERS STREET, PHILADELPHIA, PA 19137 12. NAME ADDRESS CITY STATE ZIP CODE STATE ZIP CODE STATE ZIP CODE Names and Complete Addresses of the Following Officers (The corporation must list these three officers. A comparable title for the specific oflicer may be added; however, the preprinted titles on this form must not bs afie/ed.) 7. CHIEF EXECUTIVE OFFICER/ ADDRESS CITY DOUGLAS F ARROYO 100 FAIRLAWN DRIVE, BERKELEY, CA 94708 6. SECRETARY ADDRESS CITY MARC HISTAND 2830 SELLERS STREET, PHILADELPHIA, PA 19137 g. CHIEF FINANCIAL OFFICER/ ADDRESS CITY STATE ZIP CODE DOUG F ARROYO 100 FAIRLAWN DRIVE, BERKELEY, CA 94708 13, NUMBER OF VACANCIES ON THE BOARD OF DIRECTORS, IF ANY 1 Agent for Service of Process If the agent is an individual. the agent must reside in California and Item 15 must be completed with a California street address, a P.O. Box address is not acceptable. If the agent is another comcraficn. the agent must have on file with the California Secretary of State a certificat pursuant to California Corporations Code section 1505 and Item 15 must be lefi blank. 14. NAME OF AGENT FOR SERVICE OF PROCESS DOUG F ARROYO 15. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CAL/FORNuk IF AN INDIVIDUAL CITY 100 FAIRLAWN DRIVE, BERKELEY, CA 94708 Type of Business 16. DESCRIBE THE TYPE OF BUSINESS OF THE CORPORATION PUBLISHING SERVICES STATE ZIP CODE 17. BY SUBMITTING THIS STATEMENT OF INFORMATION TO THE CALIFORNIA SECRETARY OF STATE. THE CORPORATION CERTIFIES THE INFORMATION CONTAINED HEREIN, INCLUDING ANY ATTACHMENTS, IS TRUE ANO CORRECT. 12/10/2018 DOUG F ARROYO CEO DATE TYPE/PRINT NAME OF PERSON COMPLETING FORM TITLE SIGNATURE 51-200 (REV 01/2013) Page 1 of1 APPROVED BY SECRETARY OF STATE -Y R REXHIBIT F I 2 4 5: I 6 STATE OF CALIFORNIA DEPARTMENT OF INDUSTRIAL RELATIONS DIVISION OF LABOR STANDARDS ENFORCEMENT Jimmy Macias (SBN 287027) 100 Paseo de San Antonio, ¹120 San Jose, California 95113 Telephone: (408) 277-9656 Fax; (408) 277-9085 Attorneys for the Labor Commissioner and on behalf ofPlaintiff/Respondent DOUGLAS ARROYO Electronically Filed by Superior Court of CA, County of Santa Clara, on 2/28/2020 2:46 PM Reviewed By: J. Viramontes Case ¹19CV357975 Envelope: 4100577 SUPERIOR COURT OF THE STATE OF CALH ORNIA COUNTY OF SANTA CLARA (UNLIMITED CIVIL JURISDICTION) 15 '6, 17 ! 18 19 20, I 21 '2 i 23'4 25, DOUGLAS ARROYO, Plaintiff /Respondent, Y. FAST PENCIL INC., a Delaware corporation, Defendant/AppeBant. CASE NO.: 19CV357975 DECLARATION OF DOUGLAS ARROYO IN SUPPORT OF PLAINTIFF/RESPONDENT'S OPPOSITION TO MOTION FOR ORDER FOR WAIVER OF APPEAL BOND Motion Hearing: March 12, 2020 Time: 9:00 a.m. Department: 20 (No fee per Labor Code ti 101 et seq.) 27 28 -I- DECI,ARATION OF DOUGLAS ARROYO IN SUPPORT OF PLAINTIFF/RESI'ONDENT'S OPPOSITION TO MOTION FOR ORDER FOR WAIYER OF APPEAl BOND I, Douglas Arroyo, declare as follows: 1. On January 2017, I became part ofa group of investors that provided bridge loans to FastPencib From that moment, I became aware of the financial status ofFastPencil. 4. 2. I have personal knowledge of the following facts, and if called as witness, I could and would competently testify thereto. 3. On July 19, 2019, a letter was sent to the bridge holders from Arthur Gutch Re: FastPencil Update Situation/Opportunity. In the letter it was disclosed that the following loans had been obtained. Three Post Em»ue Bridse Loans 10 12 Aiuouut Date Bala»ce $450,000 4/I 5/18 $ 138,151 $330,000 6/2018 io 7/2019 $274300 $825,845 '//15/2019 $825.845 Notes Secured Con&/PG - O».1044 /due I/15/20 94/ due post $2.26M raise Secured - Wilson/Ilouse fd 8.75'/c d»e 7/15/20 13 14 15 16 17 4, FastPencil and its wholly owned subsidiary, Infinity Publishing, derive revenue fiom active and passive means. While employed at FastPencil as VP of Operations I was responsible for cash flow management and with the exception ofmarketing campaigns, I oversaw all revenue generating activities. 5. One active mean that derives revenue is Marketing Campaigns. Marketing Campaigns I g . is an example of the kind of e-mail distributions typically sent out to the entire membership on a 19 monthly basis. A targeted marketing camPaign generates on the low end $3000 and on the high 20 21 22 23 end $ 10,000 in revemie. (See, Exhibit A attached to Declaration) 6. A second active mean that derives revenue are outbound sales calls. FastPencil's Primaiy source of revenue is derived from sales rePresentatives making sales calls. During my employment the inonthly sales goal for a rePresentative was set at $25,000. Today, Jessica Koob 24 's stifl employed by FastPcncil as a sales representative and continues to make outbound calls. 25 26 27 28 7. A passive mean that derives revenue is royalty revenue. As part ofmy regular responsibilities I had access to online business systems. At the date of this letter my access to many of those svstems has not been revoked. The accompanying, Exhibit B, Book Royalty -2- DECI.ARATION OF DOUGI AS ARROyO IN SUPPORT OF PLAINTIFF/RESPONDENT'S OPPOSITION TO hIOTION FOR ORDER FOR WAIVER Oli APPEAL BOND 10 12 . I 14 15 16 17 18 19 20 1 21 22 23 24 25 26 Revenue Summary (Sept 19- Feb 20), is a summary of royalty revenue generated by FastPencil + Infinity Publishing during the period September 2019 to February 2020. Note that in March 2020, $6,466.52 will be deposited into the company's account for royalties earned. The company typically uses 100% of author royalties to fund operations aud does not pay authors their earned royalty. At the time ofmy departure in December of 2018, FastPencil had not paid author royalties in over 12 months. (See Exhibit B, attached to Declaration) 8. A second passive mean that derives revenue is FastPencil.corn orders. The attached Exhibit C, New Orders Processed on FastPencil.corn (Februaiy 2020), is a summary of publication and print service payments made by customers on the FastPencil.corn website for February 2020. Total cash payments to FastPencil for the month of February 2020 = $2,432.20. (See, Exhibit C attached to Declaration). 9. From my experience and to the best of my knowledge, the above royalty and orders revenue are typical and ongoing. 10. Attached Exhibit D, FastPencil d'c Infinity Print Vendor Paymenty Nov20I9- Feb2020, shows the actual detail ofpayments made by the company to their primary vendor for the period November 2019 to February 2020. A summary of payments is provided, and the corresponding actual monthly payment made for each month below, are highlighted yellow 11. FastPencil has additional assets that include, FastPencil Technology. FastPencil is an online DIY self-publishing platfoim. The platforin was licensed to Barnes and Noble (B&N) in 2011. Exhibit E, Barnes&NobleLicense Agrmt-Ex(i(bits, is the B&N contract. Sections 2.4 & 2.5 of the contract are refercnccd below to help understand the market value for licensing of the FastPencil application. Numerous enhancements have been made to the application since the time of the B&N contract. 2.4 ~ Upon Acccptenco ol'hoto I of sow 01 to Ihe concultlns Adre',mott by 1 icamee. Occntec shall owe Licencor o license he of Ihreo nusron one hundrml ihoumrtd doliart ($3.100 000uso) for Ihe Llc arne to Iho Seltwam ter Ibnh ln Sect ien 2.1 (Ihe "Ltcentc Pce") and 22 (Rcctrlctlonc). Payment osl be made ln accordance with Sectlon 2.$ . 2,$ pavmcnr schmlrda, The I.icenre pce thea be paid ac followm one Inlaion tin hundred Ihuetnnd dollars ($1,000,000USD) within live (3) dnyc of Liceatco'a Aeccpmnce ef phat« I of SOW 01 to thc Consulting Aareement. and ene mS ibm ave hundred thoutand dollcrc 1$ 1,$00 000USO) on ienuary I, 20 14. 27 28 -3- DECLARATION OF DOUGLAS ARROYO IN SUPPORT OF PLAINTIFI'/RESPONDENT'S OPPOSITION TO (bfOTIOn( FOR ORDER FOR WAIVER OF APPEAL BOND 12. FastPencil has an additional asset fmm its customer list. FastPencil has a member database in excess of 180,000 unique users. The current market value of this list if licensed to 3" parties is estimated to be: 180,000 X $.08 = $ 14,400. 1 declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this 27th day ofFebruary 2020, at Berkeley, California. 10 12 13 DOUGLAS ARROYO 14 15 16 17 18 19 20 21 i 22', 23 24 25 26 27 28 -4- DECLARATION OF DOUGLAS ARROYO IN SUPPORT OF PLAtNTIFF/RESPONDENT'S OPPOSITION TO MOTION FOR ORDER FOR WAIVER OF APPEAL BOND E+&IBIT AXHI ' Marketing Campaign December 2019 From: Fastpencll Team &noreplytafastpencikcom& Sent: Tuesday, December 24, 2019 loan AM GIFBStP8yt C tiki + A2! N.F.', N.l TZ Happy Holidays and iyfeny Christmas from the Fastpencll Teaml Share the Holiday Cheerl QEIQB l FastpenrJh inc. 1994 New Dehaven street West Conshohocksn, PA 19478 You received this email because you are subscribed to Slarketins Informaaon from FastPencil, inc.. Marketing Campaign November 2019 From: Fastpencll Team &noreptyoifastpencibcom& Sent: Thursday, November 28, 2019 8:18 AM @FIST (2/s[q,g =I, + @+INFINITY'I i '1 ! )! 'r 'i%.!sr! I'.:jiffy!'J.. I ! Hi Writer, From our family to yours, we wish you a happy, safe, and healthy Thanksgiving. During this time of the year we reflect on what we are thankful for. At Infinity and FastPencil, we are thankful to have you, our guest or member of our extended family of authors. Warm Regards, The FastPenclt/infinity Team Marketing Campaign November 2019 From: FestPencil Team cnoreptytefastpenctkcom& Sent: Monday, November 11, 2019 7:17 AM QFBStI''io'a.t iii + A9!NF'N'T~ Thank You for Your Service Honor to the soldier and sailor everywhere, who bravely bears his country's cause. Honor, also, to the citizen who cares for his brother in the geld and serves, as he best can, the same cause. - Abraham Lincoln Let your friends knowl KIEIQH 1094 Stew Dehaven Street West Conshohotkeo, PA 19'l28 United States EXHIBIT BI T REMOVED FOR N F I DENT I ALITCONFI ALI Y EXp)g)g ~HIBIT C REMOVED FOR CONFIDENTIALITYFI TI EXHIBIT DI REMOVED FOR CONFIDENTIALITYFI TI EXHIBIT EI 11: I' II ii 1 Ii e 1 1 I j ')j ii l a e aha" 'I 'I II II I ~ ~ A 1 j I l 1 'I 4 t '? E O V V C C 0 0 S Qf 'l3 O CI IVo c I S 0 E E O PV IIl (V fl 0 E IA ra ~CD j I ir, 1, i j ! 'I j ) 'I I I i i i t '1 I l b I I I i I I \ Ii EXHIBIT G Id Item Event I 7888110 User update 7888101 User update Whoc Object id: 186895 username: OougArroyo email: darroyogrfastpencll.com encrypted password: "$2a$10$shVCKkDFUZiVld3vZbHGr.m62Tpu9ThETBYRBrL kccAwCk.R3wGcy" reset password token: reset password sent at: remember created at: sigh ih couht: 69 current sign in at: 2020-02-2623:29i44.129235000Z last sign in at: 2020 02.2520r59r15.1771140002 current sign in ipi 157.131.109.14 last sign in ip: 73.30.147.147 password salt: confirmation token: zyHRLCIEWxeqMKmz1 SCL confirmed at: 2017-02-24 21G7:02.912000000 Z confirmation sent at: 2017-02-2421i36.37.606000000 Z unconfirmed email: failed attempts: 0 unlock token: locked at: authentication token: sBAldY4TSPfprV2xkkHA disabled: false profile: first name: last name: id: 186895 username. DougArroyo email: darroyoCBfastpencrl.com encrypted password: "$2a$10$shVCKkOFUZiVld3vZbHGr.m62Tpu97hETBYRBrL kccAwCk.R3wGcy" reset password token: reset password sent at: remember created at: sign in counts 68 current sign in at: 2020-02-252059:15.177114000Z last sign in at: 2020-02.20 19rloi21.813455000Z current sign in ip:73.30.147.147 last sign in ipi 73.30.147.147 password salt: confirmation token: zyHRLCrkWxeqMKmz2 SIZ «onfirmed at: 2017-02-24 21i37:02.912000000 Z confirmation sent at: 2017 02.24 21 36 37. 06000000 2 unconfirmed email: failed attempts: 0 unlock token: locked at: authentication token: sBAldY4TSPfprV2xkkHA duabled false profile: first name: last name: Created at Object changes metadata: last sign in at' 2020-02-25 20:59:15.177114000 2 -I112020-02-26 23:29:44.129235000 2 current sign in at: - '1 - 2020-02-26 23:41:30 733567000 2 last sign in ip: - 73.30.147.147 - 157.131.109.14 curfeht sigh ih Ip: - 157.131.109.14 - 73.30.147.147 sigh Ih couht: - 69 - 70 updated at: - 2020-02-26 23:29:44.130555000 2 2/26/2020 18.41 ~ 2020-02-26 23:41:30. 735804000 Z last sign in at; - 2020-02-20 19 10:21.813455000 Z -IL1 2020 02-25 20:59:15.177114000 2 current sign in at: - '1 - 2020.02-26 23 29:44.129235000 2 current s'gn in ip.' 73.30 147.147 - 157.131 109 14 sign in count: ~ 68 ~ 69 updated at: F 2020 02.26 23 29:44.101912000 2 2/26/2020 18'29 2020 02.26 23 29:44.130555000 Z 7888100 User update 7888098 User update id: 186895 username: DougArroyo email: darroyoglfastpenwl.corn encrypted password: "$2a$ 10$shVCKkDFUZiVld3vZbHGr.m82Tpu97hETBYRBrL kccAwCk.R3wGcy" reset password token: reset password sent at: remember created at: sign in count: 68 current sign in at: 2020-02-25 20:59:15.177114000Z last sign in at: 2020-02-2019:10:21.8134550002 current sign in ip: 73.30.147.147 last sign in ip: 73.30.147.147 password salt: confirmation token: zyHRLCikWxeqMKmz1 SQ confirmed at: 2017 02-24 21:37:02.912000000 2 confirmation sent at: 2017-02-242196:37.606000000Z unconfirmed email. failed attempts: 2 unlock token: locked at: authentication token: sgAldY4TSPfprV2xkkHA disabled: false profile: first name: last name: id: 186895 username: DougArroyo email: darroyoCBfastpencg.com encrypted~assword: "$2a$10$shVCKkDFUZiVld3vZbHGr.m82Tpu9ThETBYRBrL kccAwCk.R3wGcy" reset password tokerr. reset password sent at: remember created at: sign in count 68 current sign in at: 2020-02-2520:59i15.177114000Z last sign in at 2020-02-2019:10:21.813455000Z current sign in ip: 73.30.147.147 last sign in ip: 73.30.147.147 password salt: confirmation token: zyHRLCikWxeqMKmzl SQ confirmed at: 2017-02-24 21:37:02.912000000 2 confirmation sent at: 2017-02-2421:36:37.606000000 Z unconfirmed email: failed attempts: 1 unlock token: locked at: authentication token: sBAldY4TSPfprV2xkkHA disabled: false profile: first name'ast name: metadata: failed attempts: -2 -0 updated at: - 2020.02-26 23:28:37.132280000 2 2/26/2020 18:29 - 2020-02-26 23:29:44.101912000 2 metadata: failed attempts: -1 -2 updated at: ~ 2020-02-26 23: 27'37.638488000 Z 2/26/2020 18'78 . 2020.02.26 23;28 37.132280000 2 7888097 User update 7885521 User update id: 186895 username: DougArroyo email: darroyoCBfastpencg.com encrypted~assword: "$2a$10$shVCKkDFUZiVld3vZbHGr.m82Tpu9ThETBYRBrk kccAwCk.R3wGcy" reset password token: reset password sent at: remember created at: sign in count:68 current sign in at: 2020-02-25 20i59:15.177114000Z last sign in at: 2020-02-2019:10:21.813455000Z current sign in ip:73.30.147.147 last sign in ip: 73.30.147.147 password salt confirmation token: zyHRLCikWxeqMKmzl SQ confirmed at: 2017-02-24 21'37:02.912000000 Z confirmation sent ab 2017-02-2421:36:37.606000000Z unconfirmed email: failed attempts: 0 unlock token: locked at: authentication token: sBAldY4TSPfprV2xkkHA disabled: false profile: first name: last name: id: 186895 username: DougArroyo email: darroyoNfastpencg.corn encrypted password: S2a$ 10$shVCKkDFUZiVld3vZbHGr.m82Tpu9ThETBYRBrL kccAwCk.R3wGcy" reset password token: reset password sent at: remember created at: sign In coulit: 67 current sign in at: 2020-02-2019:10:21.813455000Z last sign in at: 2019-10-0419:52:25.9329840002 current sign in ip: 73.30.147.147 last sign in ip:73.30.145.4 password salt: confirmation token: zyHRLCikWxeqMKmz1 SQ confirmed ab 2017-02-24 21:37:02.912000000 Z confirmation sent at: 2017-02-24 21i36i37.606000000Z unconfirmed email: failed attempts: 0 unlock token: locked ab authentication token: sgAldY4TSPfpry2xkkHA disabled: false profile: first name: last name: metadata failed attempts: -0 -1 updated at: - 2020-02-25 20: 59:15.178834000 Z 2/26/2020 18'27 ~ 2020-02-26 23: 27:37.638488000 Z metadata: last sign in at: - 2019-10-04 19:52:25.932984000 Z - 61 2020-02-20 19:10: 21 813455000 2 current sign in at: - '1 - 2020-02-25 20:59: 15.177114000 2 fast sign in ip: - 73.30.145.4 - 73.30.147.147 sign in count: - 67 - 68 updated at: - 2020-02-20 19;10:21.815100000 Z 2/25/2020 15 59 - 2020-02-25 20:59:15.178834000 Z 7867432 User update 7446785 User update id: 186895 username'ougArroyo email: darroyodrfastpencg.com 'ncryptedpassword; "$2a$ 10$shVCKkDFUZiVld3YZbHGr.m82Tpu9ThETBYRBrL kccAwCk.R3wGcy" reset password token: reset password sent at: remember created at: sign In count: 66 current sign in at: 2019-10-04 19i52:25 932984000 2 last sign in at: 2019-09-2520i25:38.457295000 Z current sign in ipi73.30.145.4 last sign in ip: 73.30.145.4 password salt: confirmation token: tyHRLCikWxeqMKmz1 SQ confirmed at: 2017-02-24 21:37:02.912000000 Z confirmation sent at: 2017-02-24 21:36:37.606000000 Z unconfirmed email: failed attempts: 0 unlock token: locked at. authentication token. sBA1dy4TSPfpru2xkkHA disabled: false profile: first name: last name: id: 186895 username. DougArroyo email: darroyogafastpencg corn encrypted password: "$2a$ 10$shVCKkDFUZiVld3YZbHGr.m82Tpu9ThETBYRBrL kccAwCk.R3wGcy" reset password„token: reset password sent at: remember created at: sign in count 65 current sign in at: 2019 09 2520 25 38 457295000 Z last sign in at 20190920183329667836000Z current sign in ip;73.301454 last sign in ip: 73 Z33 155 password salt: confirmation token: tyHIILDkWxeqMKmtl SQ confirmed au 2017.02 24 21.37i02,912000000 Z confirmation sent at; 2017 02 24 21 36 37 606000000 Z unconfirmed emag: failed attempts; 0 unlock token: locked at: authentication token: sBAldy4TSPfpru2xkkHA disabled: false profile: first name: last name: metadata: last sign in at: - 2019-09.25 2k25i38.457295000 Z ~ &1 2019-10-04 19:52: 25.932984000 2 current sign in at: ~ '1 ~ 20204t2.20 19:10.'21.813455000 2 current ugn in ip ~ 73.30.145.4 . 73.30.147.147 sign in count: - 66 - 67 updated at: - 2019-10 04 19i52:25.938969000 2 2/20/2020 14 10 . 2020-02-20 19:10:21.815100000 1 metadatai tact sign in at: - 2019-09-20 18i33:29.667836000 Z - &1 2019-09-25 20i25i38.457295000 2 current sign in at: - '1 - 2019-10-04 19:52:25.932984000 Z last sign in ip: - 73. 233.1.55 - 73. 30.145.4 sign in count: - 65 - 66 updated at: - 2019.09.25 20i25i38.459094000 Z 10/4/2019 15:52 - 2019-10.04 19i52:25 938969000 2 7423423 User update 7412583 User update id 186895 username: DougArroyo email: darroyogrfastpenc I corn encrypted password: "$2a$ 10$shVCKkDFUZiVfd3vZbHGr.m82Tpu9ThETBYRBrt kccAwCk.R3wGcy" reset~assword token: reset password sent at: remember created at: sign in count: 64 current sign in at: 2019-09-2018:33:29.667836000 Z last sign in ah 2019-09-20 18:33:11.089610000 Z current sign in ipi 73.233.1.55 last sign in ip: 173.49.84.152 password salt: confirmation token: ryHRLCikWxeqMKmz1 SQ confirmed ab 2017-02.24 2L37:02,912000000 2 confirmation sent at: Z017-02-24 21:36:37.606000000 2 unconfirmed email: failed attempts: 0 unlock token: locked at: authentication token: sBAldy4TSPfprV2xkkHA disabled: false profile: first name: last name: id: 186895 username: DougArroyo email: darroyoCdfastpencil.corn encrypted password: 52a5105shVCKkDFUWlldSYZBHGr.mBZTpu97hETBYRBrt kccAwCk.R3wGcy" reset password token: reset password sent at: remember created at: sign in count: 63 current sign in ati201909201833i11089610000 Z last sign in at: 2019 09-2018i22 56.702831000 Z current sign in ip:173.49.84.152 last sign in ip: 73.30.145.4 password salt: confirmation token: zyHRLGkWxeqMKmz1 SQ confirmed at'017-02-24 21:37:02.912000000 2 confirmation sent at: 2017-02-24219637.6060000002 unconfirmed email: failed attempts: 0 unlock token: locked at: authentication token: sBA1dy4TSPfprV2xkkHA disabled: false profile: first name: last name: metadata: last sign in at: 2019 09 20 18.33i11.089610000 2 ~ &2 2019-09-20 lgi33.29.667836000 Z current„sign in at: ~ '1 - 2019 09 25 20 25i38.457295000 2 last sgn In ip: ~ 173 49 84.152 . 73.233 1.55 current sign in ip: - 73 233.1.55 - 73 30.145.4 sgn in count: - 64 - 65 updated at: - 2019 09.20 18:33i29.669468000 Z 9/25/2019 16 25 . 2019 09.25 20:25i38.459094000 Z metadata: last s gn in at: - 2019 09.20 18 22:56.702831000 2 - &1 2019 09-20 LBG3i11.089610000 Z current sgn in at: ~ '1 ~ 2019.09.20 Igi33i29 667836000 Z last sign in ip. ~ 73.30.145.4 ~ 173.49 84 152 current sign in ipi - 173 49 84.152 - 73 233.1.55 sign in count: - 63 - 64 updated at: - 2019.09.20 18:33 11 093830000 2 9/20/2019 14'33 -2019-09 20 18'3389.669468000 2 7412582 User update 7411123 User update id: 186895 username: DougArroyo email: darroyoCBfastpencit.com encrypted password: "52a5105shVCKkDFUZiyld3vZbHGr.m82Tpu9ThETBYRBrk kccAwCk.RSwGcy" reset password token: reset password sent at: remember created at: sign in count: 62 current sign in at: 2019-09-2018:22i56.702831000Z last sign in at: 2019-09-0516:41:17.880213000 Z current sign in ip:73.30145.4 last sign in ip: 73.30 145 4 password salt: confirmation token: zyHRCCikWxeqMKmz1 SQ confirmed at: 2017472-24 21:37:02.912000000 Z confirmation sent ah 2017.02-2421:36:37.606000000Z unconfirmed email; failed attempts: 0 unlock token: locked at: authentication token: sgAldy4TSPfprV2xkkHA disabled: false profile: first name: last name: id: 186895 username: DougArroyo email: darroyoCofastpenof corn encrypted~assword: "52a5105shVCKkDFUZiVld3vZbHGr.m82Tpu9ThETBYRBrl kccAwCk.R3wGcy" reset password token: reset password sent at: remember created at: sign In count: 61 current sign in at: 2019-09-051641:17.880213000Z last sign in at: 2019-08-0519:58:35.147173000Z current sign in ip: 73.30.145.4 last sign in ip: 73.165.54.193 password salt confirmation token: ryHRCCikWxeqMKmrl SQ confirmed at 2017-02-24 21:37.02.912000000 2 confirmation sent at: 2017-02-24 21:36:37.606000000 2 unconfirmed email: failed attempts: 0 unlock token: locked at: authentication token: sBAldy4TSPfprV2xkkHA disabled: false profile: first name: last name: metadata: last sgn in at: - 2019-09-05 16:41:17 880213000 2 - IS1 2019-09-20 18'2.'56.702831000 Z current sign in at: 1 - 2019.09-20 18:33:1L089610000 2 current sign in Ip. - 73. 30.145 4 . 173 49.84.152 sign in count - 62 - 63 updated at: - 2019-09-20 18 22'56 705289000 Z 9/20/2019 14'33 . 2019.09-20 18:33'1L093830000 2 metadata; last sign in at: - 2019-08-05 19:58 35.147173000 Z - 61 2019-09-05 16:41. 17.880213000 2 current sign in at. - '1 - 2019.09-20 18.22;56.702831000 2 last sign in ip. - 73.165.54.193 - 73.30.145.4 sign in count - 61 - 62 updated at: - 2019-09-05 16'41 17 882883000 2 9/20/2019 14 22 - 2019.09-20 18'22.56.705289000 2 7318174 User update id: 186895 username: DougArroyo email: darroyogifastpenal.corn encrypted~assword: "$2a$ 10$shVCKkOFUZiyld3Y2bHGr.m82Tpu9ThETBYRBrL kccAwCk.83wGcy" reset password token: reset password sent ati remember created at: sign in count 60 current sign in at: 2019-08-0519:58:35.147173000 Z last sign in„at; 2019-07-15 22i48 51.720110000 2 current sign in ip; 73.165.54.193 test sign in ip, 73.165.54.193 password salt: confirmation taken: ryHRLCrkyyxeqMKmr2 SQ confirmed at: 2017-02-Z4 21:37:02.912000000 Z confirmation sent at: 2017-02-24 21'36:37.606000000 2 unconfirmed email: tailed attempts: 0 unlock token: io«ked at: authentication token: sBAldy4TSPfprV2xkkHA disabled: false profile: first name: last name: metadatai last sign in at: - 2019-07-15 22'48 51 720110000 Z - &1 2019.08-05 19:58 35.147173000 Z current sign in at: -rt ~ 2019-09-05 16:41:17 880213000 2 current sign in ip: - 73 165.54.193 - 73 30.145.4 sign in count: - 60 -61 updated at . 2019418.05 19 58:35 148902000 Z 9/5/2019 12'41 2019.09.05 1641i17 882883000 2 P E 3 i7 g 3 Q 3 n n I Z 3 3 '6 e 3 C C 3 3 3 3 I '3 C C 3 3 P 3' I. 3 C e C I I I I il ;I ~ I I I I I I I I I I I I I I I I I, I I I I I I I I I I I I I I I I I I I I II, II I I I I i I I I I I I ;.I & I : I '., I'I'"' 1 = I fj -I - I I 1 '' I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I 3 C 3 3 3. 0 3 C I - I 6665565 I I I I I I I I
