Aura Light US Inc. v. Ltf International Llc et al

MOTION for Summary Judgment

D. Md.May 5, 2017

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND (Northern Division) AURA LIGHT US INC. * Plaintiff, V. * * Case No. 1:15-cv-03198 GLR LTF INTERNATIONAL LLC, et al. * Defendants. * * * * * * * * * * * * * * * PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT Plaintiff, Aura Light US Inc. ("Plaintiff' or "Aura"), by and through its undersigned counsel and pursuant to Federal Rule of Civil Procedure 56, moves for partial summary judgment against Defendants LTF International, LLC ("LTF International"), LTF Lighting, LLC ("LTF Lighting") and WIS Lighting, LLC (collectively, "Defendants"). In support of this Motion, Plaintiff adopts and incorporates herein to the Memorandum of Law in Support of Plaintiff's Motion for Partial Summary Judgment, filed contemporaneously herewith and states as follows: 1. There is no dispute of material fact. 2. Plaintiff is entitled to judgment as a matter of law. WHEREFORE, Aura Light US, Inc. respectfully requests the entry of an Order: (A) granting Plaintiffs Motion for Partial Summary Judgment; (B) entering judgment in favor of Aura Light US, Inc. and against Defendants LTF International, LLC, LTF Lighting, LLC and WIS Lighting, LLC, jointly and severally, in the amount of $4,329,274, plus post-judgment Case 1:15-cv-03198-GLR Document 46 Filed 05/05/17 Page 1 of 2 interest at the legal rate; and (C) granting such other and further relief as is just and proper in this case. Respectfully submitted, Is! Matthew S. Sturtz (Fed. Bar No. 08269) Erinn M. Maguire (Fed. Bar No. 29474) MILES & STOCKBRIDGE P.C. 100 Light Street Baltimore, Maryland 21202 410-727-6464 (o) 410-385-3700 (1) msturtz(mi1esstockbridge.com emaguire@milesstockbridge. corn Attorneys for Plaintiff Aura Light US Inc. CERTIFICATE OF SERVICE I hereby certify that on this 5th day of May, 2017, copies of Plaintiffs Motion for Partial Summary Judgment, Memorandum in Support Thereof and proposed order were served via this Court's CMIECF system on: Patrick R. Buckler Womble Carlyle Sandridge & Rice, LLP 100 Light Street, 26th Floor Baltimore, MD 21202 Counsel for Defendants Is! Matthew S. Sturtz (Fed. Bar No. 08269) Case 1:15-cv-03198-GLR Document 46 Filed 05/05/17 Page 2 of 2 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND (Northern Division) AURA LIGHT US INC. * Plaintiff, V. * * Case No. 1:15-cv-03198 GLR LTF INTERNATIONAL LLC, et al. * Defendants. * * * * * * * * * * * * * * * MEMORANDUM IN SUPPORT OF PLAINTIFF AURA LIGHT US, INC.'S MOTION FOR PARTIAL SUMMARY JUDGMENT Plaintiff, Aura Light U.S., Inc. ("Aura"), by and through its undersigned counsel, submits this Memorandum in support of its Motion for Partial Summary Judgment. I. INTRODUCTION This case is a simple breach of contract action. There is no genuine dispute of the following material facts. Aura, a corporation in the business of marketing and promoting the sale of lighting products throughout North America and South America, manufactured and delivered to Defendants LTF International LLC ("LTF International") and LTF Lighting LLC ("LTF Lighting")(collectively, "LTF") certain lighting products and equipment at Defendants' request. Despite the admissions of Paul V. Palitti ("Palitti"), managing member of LTF International and LTF Lighting, that the lighting products were ordered and accepted by LTF, LTF has failed to pay the sums due and owing to Aura reflected on LTF' s own business records (the "Purchase Orders"), which is currently $4,329,274. hi addition, LTF International, LTF Lighting and WIS Lighting, LLC ("WIS Lighting") each executed a Guaranty Agreement pursuant to which each unconditionally and irrevocably guaranteed the payment of any and all sums due to Aura. The Case 1:15-cv-03198-GLR Document 46-1 Filed 05/05/17 Page 1 of 8 failure to pay Aura is a material breach of the parties' contracts. Accordingly, this Court should enter summary judgment in favor of Aura for all amounts due and owing under the Purchase Orders. II. STATEMENT OF UNDISPUTED FACTS The material facts of this case are straightforward and undisputed. Aura is in the business of marketing and promoting the sale of lighting products throughout North America and South America. See Exhibit A, Affidavit of Anders Svensson ("Svensson Aff."), ¶3. Defendants LTF International and LTF Lighting held themselves out as wholesale distributors and resellers of LED lighting products in North America and, for several years, claim to have sold LED lighting products, consisting principally of LED tubes and LED panels, manufactured primarily by James Industry Group Co., Ltd., a Hong Kong Corporation ("James"). Svensson Aff. at ¶6. In or around December 2014 and continuing thereafter for several months, LTF submitted purchase orders to Aura pursuant to which LTF ordered several million dollars of lighting equipment and materials. Deposition of Paul V. Palitti at 41-52, 125-204.' During the period of December 2014 through April 2015, LTF submitted fifteen (15) purchase orders reviously defined as the "Purchase Orders") to Aura, requesting Aura manufacture and deliver specific lighting products. Aura performed in accordance with the parties' agreement, manufactured and delivered the lighting products and equipment set forth in the Purchase Orders, and sent corresponding invoices to LTF (the "Aura Invoices"). Svensson Aff. at ¶IJ 8-9. Copies of the Purchase Orders and corresponding Aura Invoices are collectively attached hereto as Exhibit C.1 - C.15. All of the Purchase Orders from LTF bear the signature of Palitti. The lighting products and equipment were of merchantable quality and free from defects at the time A copy of the relevant portions of the deposition transcript of Paul V. Palitti is attached hereto as Exhibit B and incorporated herein by reference. 2 Case 1:15-cv-03198-GLR Document 46-1 Filed 05/05/17 Page 2 of 8 of delivery to LTF. Svensson Aff. at ¶10. LTF accepted the products and equipment and did not provide any notice to Aura of any defect. Id. In order to induce Aura to engage in business with LTF, Palitti, acting as Managing Member on behalf of LTF International, LTF Lighting and WIS Lighting, signed and delivered to Aura a Guaranty Agreement. A true and correct copy of the Guaranty Agreement is attached hereto as Exhibit D and incorporated herein by reference. Sections 1 and 2 of the Guaranty Agreement provide, in relevant part, as follows: The Guarantor unconditionally and irrevocably guarantees payment of any and all sums due and owing by [LTF] International to the Company, whether now existing or hereafter arising, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows and fees due and owing under the Financing. The Guarantor further unconditionally and irrevocably guarantees that all sums due and owing shall be paid when and as due, whether by reason of installment, maturity, acceleration or otherwise, time being of the essence. * * * The guaranty of the Guarantor hereunder shall be direct, immediate and primary and is one of payment and not just collection. The Guarantor shall be a surety to the Company with respect to the guaranty of the Obligations as set forth herein. (Ex. D at 1.) Pursuant to Section 4 of the Guaranty Agreement, LTF International, LTF Lighting and WIS Lighting agreed to pay Aura "upon demand, all losses, costs and expenses, including attorneys' fees) that may be incurred by the Company in attempting to cause the satisfaction of the Guarantor's liability under this Guaranty." (Ex. D at 2.) Palitti admits that the materials reflected on the Purchase Orders and Aura Invoices were delivered to LTF. Palitti Dep. at 41-52, 125-204. LTF never objected to the accuracy or validity of the Aura Invoices and never rejected any shipment of materials as defective. Id. The Purchase 3 Case 1:15-cv-03198-GLR Document 46-1 Filed 05/05/17 Page 3 of 8 Orders issued by LTF and filled by Aura are as follows: Exhibit Container No./Invoice No. LTF Purchase Order Amount Due C.1 6060 LTFI14-12182 $1,290,620 C.2 1/6035 LTFI14-12184 Rev. $ 324,525 C.3 2/6036 LTFI14-12185 Rev. $ 376,610 C.4 3/6037 LTFII4-12186 $ 148,500 C.5 4/6041 LTFI14-12189 Rev. $ 398,250 C.6 5/6042 LTFI14-12190 Rev. $ 283,500 C.7 6/6043 LTFI14-12197 Rev. $ 283,395 C.8 7/6044 LTFI14-12191 Rev, $ 193,955 C.9 8/6045 LTFI14-12192 Rev. $ 155,250 C.10 9/6047 LTFI15-12203 $ 283,500 C.11 10/6048 LTFI15-12204 $ 283,500 C.12 FOB CAL 3/6051 LTFI15-12134 $ 102,250 C.13 3, part 2/6053 LTFI15-12200 $ 86,250 C.14 FOB CHINA/6046 LTFI14-12172 $ 70,869 C.15 8, part 2/6054 LTFI15-12202 $ 48.300 TOTAL DUE $4,329,274 To date, LTF has failed to pay for the products delivered pursuant to the Purchase Orders. Svensson Aff. at ¶14; Palitti Dep. at 4 1-52, 125204.2 As a result of LTF's failure to pay for the products and equipment that Aura delivered to LTF, Aura has suffered damages in the amount of $4,329,274, which amount remains due and owing. III. LEGAL STANDARD Pursuant to FED. R. CIV. P. 56, summary judgment "should be rendered if the pleadings, the discovery and disclosure materials on file and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." See also Catawba Indian Tribe of S.C. v. City of Rock Hall, 501 F.3d 368, 370-371 (4th Cir. 2007) (noting that summary judgment "is appropriate when "the pleadings, depositions, answers to 2 In certain instances, the Aura Invoice and the LTF Purchase Order do not match. In such instances, in order to calculate its damages, Aura has utilized the dollar figure reflected on LTF's Purchase Orders. Case 1:15-cv-03198-GLR Document 46-1 Filed 05/05/17 Page 4 of 8 interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law."). As the Fourth Circuit has observed, a primary purpose of summary judgment "'is to isolate and dispose of factually unsupported claims'. . . and Rule 56 must be interpreted and applied 'in a way that allows it to accomplish this purpose." Carr v. Deeds, 453 F.3d 593, 605 (4th Cir. 2006) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 324-25 (1986)). The application of FED. R. CIV. P. 56 to a particular fact pattern does not involve the evaluation of competing facts. Rather, it calls for the assessment of whether factual issues exist which require a trial. Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986); Miller v. Leathers, 913 F.2d 1085 (4th Cir. 1990), cert denied, 498 U.S. 1109 (1991). The inquiry to be made is whether there is an existing controversy as to any material fact which would effect the disposition of the case. Thomas Everett, Inc. v. National Cable Advertising, 57 F.3d 1317 (4th Cir. 1995). There is no such dispute in the instant case. IV. ARGUMENT As a matter of law, LTF Lighting, LTF International and WIS Lighting are liable to Aura for breach of contract because LTF International has failed to pay the amounts owed to Aura, despite demand, as required by the terms of the Purchase Orders and Aura Invoices evidencing the agreements between the parties. Maryland's choice of law principles govern this diversity action. See Klaxon Co. v. Stentor Elec. Mfg. CO., 313 U.S. 487, 496 (1941) (a federal court in a diversity action must apply the choice of law principles of the state in which it is located). Under Maryland choice of law principles, the Court must "look to the place where the contract was made" to determine which law applies. Konover Prop. Trust., Inc. v. WHE Assocs., Inc., 790 A.2d 720, 729 (Md. Ct. Spec. App. 2002). "A 5 Case 1:15-cv-03198-GLR Document 46-1 Filed 05/05/17 Page 5 of 8 contract is made where the last act necessary to make the contract binding occurs." Id. at 728. "[A]n order or other offer to buy goods" is generally "construed as inviting acceptance either by a prompt promise to ship or by the prompt promise or current shipment of. . . goods." MD. CODE ANN., COMM. LAw, § 2-206(b). "A contract for sale of goods may be made in any manner sufficient to show agreement" even if some terms are left open, as long as the "parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. Id., § 2-204(1 )-(3). For contracts for the sale of goods in an amount over $500, a signed writing is generally required, but even without a writing, a contract is enforceable "with respect to goods . . . which have been received and accepted." Id., § 2-201 (3)(a).3 A buyer "must pay at the contract rate for any goods accepted." Id., 2-607(1). Under Maryland law, "[a] breach of contract is a failure without legal excuse to perform any promise which forms the whole or part of a contract." String v. Steven Dev. Corp., 307 A.2d 713, 719 (Md. 1973); Friedman v. Katzner 114 A. 884, 887 (Md. 1921). To establish a breach of contract, a plaintiff is required to prove (1) the existence of a legally enforceable obligation of the defendant to the plaintiff and (2) a breach of that obligation. RRC Ne., LLC v. BAA Md., mc., 994 A.2d 430, 442 (Md. 2010); Atlas Container Corp. v. H&W Corrugated Parts, Inc., 2012 U.S. Dist. LEXIS 108540, *7 (D. Md. 2012). To recover for a breach of contract, the breach must be material. Regal Say. Bank, FSB v. Sachs, 722 A.2d 377, 380 (Md. 1999). "Where the breach is such that further performance of the contract would be 'different in substance from that which was contracted for' it is a material and substantial breach." Dialist Co. v. Pulforc4 399 A.2d 1374, 1379 (Md. 1979) (citing Traylor v. Acceptance occurs when the buyer fails to make an effective rejection after a reasonable opportunity to inspect them. Id., § 2-606. Case 1:15-cv-03198-GLR Document 46-1 Filed 05/05/17 Page 6 of 8 Grafion, 332 A.2d 651, 674 (Md. 1975)). The injured party is entitled to be returned to the position it would have been in had the contract been performed. Id. In the context of the sale of goods, "[w]hen the buyer fails to pay the price as it becomes due, the seller may recover. . . the price of the goods accepted." MD. CODE ANN., COMM. LAw, § 2-709(1). See also Atlas Container Corp., 2012 U.S. Dist. LEXIS 108540, *8. Although titled as a "Guaranty Agreement", the language of the Guaranty Agreement reveals that it is, in fact, a contract of suretyship. General Motors Acceptance Corp. v. Daniels, 303 Md. 254, 264, 492 A.2d 1306, 1311 (1985)("Whether a party has entered into a contract of suretyship or guaranty is to be determined by the substance of the agreement and not by its nomenclature.") As explained by the Court in Institute of Mission Helpers of Baltimore City v. Reliance Ins. Co., 812 F. Supp. 72, 74 (1992), "a contract of suretyship is a tripartite agreement between a principal obligor, his obligee, and a surety, whereby the surety becomes liable to the obligee at once upon the failure of the principal to perform." Furthermore, "the traditional rules of contract interpretation determine the liability of the surety." Id. As set forth above, there is no dispute of the following material facts in this simple breach of contract case. LTF submitted 15 Purchase Orders to Aura seeking the manufacture and delivery of certain lighting products and equipment. Exhibit C. 1 - C. 15; Palitti Dep. at 41-52, 125- 204. Aura manufactured the requested lighting products and equipment and delivered those products pursuant to the Purchase Orders. Svensson Aff., ¶9; Palitti Dep. at 41-52, 125-204. LTF accepted the lighting products and equipment in Ocean City, Maryland. Id. at ¶9; Palitti Dep. at 41- 52, 125-204. LTF never rejected the goods. Svensson Aff., ¶10. Despite accepting the products and equipment, LTF has not paid the amounts owed pursuant to the Invoices. Id., ¶14; Palitti Dep. at 41-52, 125-204. LTF's failure to pay the amounts due and owing under the parties' agreement 7 Case 1:15-cv-03198-GLR Document 46-1 Filed 05/05/17 Page 7 of 8 is a material breach. There is no dispute that Aura has made demand to LTF for the immediate and full payment of all outstanding amounts due under the Invoices and that LTF has refused and continues to refuse to pay the outstanding amount due and owing to Aura. Id. In light of P alitti ' s admission that Aura delivered the lighting materials to LTF and LTF has failed to pay for such materials, entry of summary judgment in favor of Aura and against LTF International, LTF Lighting and WIS Lighting is appropriate. For these reasons, Aura respectfully requests that this Court grant its Motion for Summary Judgment and enter judgment in its favor for all sums due and owing under the Invoices. V. CONCLUSION WHEREFORE, Aura Light US, Inc. respectfully requests the entry of an Order: (A) granting Plaintiffs Motion for Partial Summary Judgment; (B) entering judgment in favor of Aura Light US, Inc., and against Defendants LTF International, LLC, LTF Lighting, LLC and WIS Lighting, LLC, jointly and severally, in the amount of $4,329,274, plus post-judgment interest at the legal rate; and (C) granting such other and further relief as is just and proper in this case. Respectfully submitted, Is' Matthew S. Sturtz (Fed. Bar No. 08269) Erinn M. Maguire (Fed. Bar No. 29474) MILES & STOCKBRIDGE P.C. 100 Light Street Baltimore, Maryland 21202 410-727-6464 (0) 410-385-3700 (f) msturtz(ëLmilesstockbridge. com emaguire@milesstockbridge. corn Attorneys for Plaintiff Aura Light US Inc. [I] Case 1:15-cv-03198-GLR Document 46-1 Filed 05/05/17 Page 8 of 8 EXHIBIT A Case 1:15-cv-03198-GLR Document 46-2 Filed 05/05/17 Page 1 of 5 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND (Northern Division) AURA LIGHT US INC. * Plaintiff, * V. LTF INTERNATIONAL LLC, et al. Defendants. * * * * * * * Case No. 1:15-cv-03198 GLR * * * * * * * * * * AFFIDAVIT OF ANDERS SVENSSON I, Anders Svensson, solemnly swear and affinn as follows: 1. I am over eighteen (18) years of age, under no mental or legal disability, and am competent to testify to the matters set forth herein. 2. Aura Light U.S., Inc. (Aura') was formed under the laws of the state of Delaware and is a subsidiary of a Swedish Limited Liability Company, Aura Light International AB. 3. Aura is in the business of marketing and promoting the sale of lighting products throughout North America and South America, and maintains its principal place of business at 1 8662 MacArthur Boulevard, Suite 340. Irvine. California. 4. Since Aura's inception, I have served as its Chief Financial Officer. 5. In connection with my execution of this Affidavit, I reviewed the Amended Complaint filed in this action and the Motion for Partial Summary Judgment filed contemporaneously herewith, as well as the documents attached thereto. I am fully familiar with and have personal knowledge of the facts and circumstances referenced therein. Case 1:15-cv-03198-GLR Document 46-2 Filed 05/05/17 Page 2 of 5 6. Defendants LTF International, LLC and LTF Lighting, LLC (collectively, "LTF") represented to Aura that LTF is a wholesale distributor and reseller of LED lighting products in North America and, for several years, have sold LED lighting products. consisting principally of LED tubes and LED panels, manufactured primarily by James Industry Group Co., Ltd., a Hong Kong Corporation (James") 7. In late 2014. LTF introduced Aura to James and the parties engaged in discussions to enter into a new business venture for the wholesale marketing, distribution and sale of LED and other lighting to commercial customers throughout North America. 8. Following this introduction, beginning in December 2014 and continuing through April 2015, LTF submitted fifteen (15) purchase orders (the Purchase Orders") to Aura, requesting Aura manufacture and deliver specific lighting products. True and correct copies of the Purchase Orders are attached to the Memorandum in Support of Motion for Partial Summary Judgment as Exhibits C.! - C.15. 9. Aura performed in accordance with the parties' agreement, manufacturing and delivering the lighting products and equipment set forth in the Purchase Orders. The products were delivered to LTF at 12640 Sunset Avenue, Ocean City, Maryland 21842 and the amounts due were set forth in corresponding Invoices issued by Aura. True and correct copies of the Invoices issued by Aura are also attached to the Memorandum in Support of Motion for Partial Summary Judgment as Exhibits Ci - C.15. 10. The lighting products and equipment were of merchantable quality and free from defects at the time of delivery to LTF. LTF accepted the products and equipment and did not provide any notice to Aura of any defect. 2 Case 1:15-cv-03198-GLR Document 46-2 Filed 05/05/17 Page 3 of 5 11. The Invoices set forth the terms of the parties agreement, including the items manufactured and delivered, the quantities and prices per unit and a Net 30" term requiring payment within thirty (30) days. 12. The prices charged for the products and equipment were fair, reasonable and consistent with those charged by Aura and others in the industry for similar products. 13. Attached to the Memorandum in Support of Motion for Partial Summary Judgment as Exhibit D is a true and correct copy of the Guaranty Agreement that LTF International, LTF Lighting and WIS Lighting provided to Aura. 14. Despite repeated demand for payment and repeated promises from LTF that payment was forthcoming, LTF materially breached the parties' agreement in failing to pay for the materials manufactured and delivered by Aura to LTF pursuant to the Purchase Orders and Iiivoi ces. 15. As a result of LTF's failure to pay for the products and equipment that Aura delivered to LTF, Aura has suffered damages in the amount of S4,329,274, which amount remains due and owing pursuant to the parties agreement. Case 1:15-cv-03198-GLR Document 46-2 Filed 05/05/17 Page 4 of 5 I SOLEMNLY SWEAR AND AFFIRM UNDER THE PENALTIES OF PERJURY AND UPON PERSONAL KNOWLEDGE THAT THE FACTS SET FORTH HEREIN ARE TRUE AND CORRECT. Dale: ensso Case 1:15-cv-03198-GLR Document 46-2 Filed 05/05/17 Page 5 of 5 EXHIBIT B Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 1 of 25 Planet Depose We Make tHappen Transcript of Paul V. Palitti Date: March 21, 2017 Case: Aura Light US, Inc. -v- LTF International LLC, et al. Planet Depos Phone: 888-433-3767 Fax: 888-503-3767 Email: transcriptspIanetdepos.com www.planetdepos.com Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 2 of 25 Transcript of Paul V. Palitti Conducted on March 21, 2017 41 1 Q I know that we' kind of already touched on 2 this, but can you describe to me the relationship 3 between L'TF International and Aura? 4 A Yes. LTF International and Aura-- Aura-- 5 it depends on which point in time in the 6 relationship we're speaking of. 7 Q Well, let's start at the beginning. 8 A Okay. All right. In the beginning Aura was 9 a supplier of products, exterior LED lighting 10 fixtures. 11 Q And when did that relationship begin? 12 A That relationship began probably around 13 November or December of2014. 14 Q Okay. 15 A Okay. 16 Q And how did that relationship begin? 17 A Through a, a woman that was employed by Aura 18 Light, Constance Jones. She was introduced to me 19 and LTF International by a gentleman by the name of 20 Nick Bussanich. 21 Q Who is Nick Bussanich? 22 A Nick was the business acquaintance that at 42 11 (41 to 44) 1 Q -- as Exhibit 4. 2 A Okay. Yeah. There you go. 3 Q Okay. Do you recognize this document? 4 ASuredo. 5 Q Okay. Is that your signature there at the 6 bottom? 7 A It is, as manager, LTF International. 8 Q As manager of LTF International? 9 A That's correct, mm-hinm. 10 Q Okay. And the date by your signature you 11 agree is December 19, 2014? 12 A Yes, there you go. 13 Q Okay. And if I'm reading this correctly, 14 this handwritten note here, is that your 15 handwriting? 16 Altis. 17 Q Okay. And it refers to LTFI14-12 182? 18 A That's correct. 19 Q And am I correct that's a purchase order 20 number? 21 A Yes, yes. 22 Q Okay. 43 44 1 the time worked for a factoring company that 1 A Which is reflected on the next page that you 2 factored receivables and met Constance Jones and 2 handed me, the top right. 3 Aura Light at a show, a lighting show somewhere I 3 Q Okay. And that was going to be my next 4 think on the West Coast and thought we should be 4 question. The very next page which is labeled LTFI 5 introduced and did so. 5 002775, that's the corresponding purchase order to 6 Q Okay. And am I correct that introduction 6 this -- 7 occurred sometime in either November or December of 7 A That's correct. 8 2014? 8 Q -- sales quotation? Okay. And if we can 9 A Yes, yes. 9 just flip to the first page for a second. 10 Q Okay. Okay. And do you recall the first 10 A Mm-hnim. 11 order that LTF International placed with Aura? 11 Q The address here, 9927 Stephen Deatur 12 A Yeah. It was a few containers of product, 12 Highway, that's the address you gave earlier for LTF 13 yeah. It was a few containers of wall packs I 13 International? 14 believe, exterior supplies, exterior lighting. 14 A Correct. 15 Q Okay. 15 Q And that phone number listed, is that LTF's 16 A And some tubes. Actually I think the tubes 16 phone number? Is that LTF International's phone 17 may have been before that. No. It was wall packs. 17 number? 18 It was wall packs, and that would have been the 18 A That's correct. 19 first orders that! placed with Aura, as I can 19 Q Okay. This address, is that an office or a 20 recall. 20 warehouse? 21 Q Okay. I'm showing you what's been marked -- 21 A Yes, it's an office. 22 A Yeah. 22 Q It's an office, okay. Okay. I'll show you PLANET DEPOS.. 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 3 of 25 1 2 3 4 5 6 Transcripto.fPau1 V. Palitti Conducted on March21, 2017 45 what we have marked here as Exhibit 5. 1 A Mm-hmm. 2 Q Yes. Okay. Do you recognize this document? 3 A Yeah. 4 Q Okay. You agree it's an e-mail dated June 3rd -- 7 Altis. 8 Q -- 2015, from Cheryl Hensley to Lexi 9 Lockerman? 10 A Mm-hmin. 11 Q Okay. And she appears -- I should say 12 Cheryl Hensley is attaching a marked-up sales 13 quotation? 14 A Mm-lmun. 15 Q And if we turn the page, is that the same 16 sales quote that we just looked at -- 17 A Yep. 18 Q -- as Exhibit 4? Okay. And the handwriting 19 here marking up received with various amounts, is 20 that your handwriting? 21 A No,itis not. 22 Q Do you know whose handwriting that is? 46 A I do not. 'Iliat could be Cheryl's, and I would think that it would be Cheryl Hensley's handwriting. Q And she was the bookkeeper; is that right? A That's correct. Q Okay. A One of them. Q And what is your understanding of her, Miss 9 Hensley's, notes on this page? 10 A It's obviously stating received, R-E-C, 11 apostrophe D. So that means this would have been at 12 a time looking at her e-mail's June 3rd, after this 13 product had been shipped and had arrived and had 14 been off-loaded from containers into our warehouse, 15 and it looks like, and that's exactly what happeiied, 16 the countsof what we ordered versus what arrived or 17 what actually received were different. 1 8 Q Okay. Do you agree the sales quote has a 19 total here listed of $1,290,620.86? 20 A Correct. 21 Q But then the handwritten amount here 22 reflects I believe $1,288,809.26? 12 (45. to 48) 47 A Correct. Q So it's your understanding then that this is a notation that that is how much inventomy LTF International received -- 5 A Correct. 6 Q -- pursuant to this order? 7 A Mm-hmm. 8 Q And where is that inventomy located? 9 A Currently or at that time? 10 Q We'll start with currently. 11 A Currently it would be in a warehouse on 12 Rolling Mill Road in Baltimore, Maryland that we 13 lease space from, was formerly originally UT! and 14 has since that entity been purchased by DSV. 15 Q DSV? 16 A Mm-hmm. 17 Q Okay, When was -- was it always there at 18 that-- 19 ANo. 20 Q Okay. Where was it before that? 21 A No, no. That product would have been in a 22 leased warehouse that we had, one of two, in Snow 48 1 11111, Maryland. I don't recall the address of the 2 facility off the top of my head. 3 Q Okay. 4 A And then a smaller warehouse that we 5 maintained off of Sunset Avenue in Ocean City, 6 Maryland. 7 Q Do you recall that address? 8 A Ido not, I'msorry. We can getthose 9 addresses for you. 10 Q Okay. I show you what we have marked here 11 as Exhibit 6, and do you recognize this document? 12 A This looks to be an invoice for the purchase 13 order that we were just speaking of. 14 Q Okay. 15 A And the shipment of the wall packs, yes. 16 Q So you agree that it corresponds to purchase 17 order LTFI14-12182 that we just looked at? 18 A Mm-hmm. 19 Q Yes? 20 A Yes. 21 Q Okay. I'm going to show you now -- 22 A What's interesting -- I'm sorry. PLANET.. DEPOS 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 4 of 25 Transcript of PauLV Paiitti Conducted on March 21, 2017 49 1 Q Go ahead. 2 A What's interesting about this is we have an 3 invoice date of 4/28/15, and that product hadn't 4 evenhitusuntilMay. 5 QAndhow-- 6 A The middle of May. 7 Q Okay. How do you know that that product -- 8 I believe you -- I mean it was received -- 9 A Meaning received. 10 Q Yes, by LTF International -- 11 A - meaning received by LTF - 12 Q -- in the middle of May? 13 A Uh-huh. Started - 14 Q And how do you know that? 15 A Started. 16 MR. BUCKLER: Hold on. Hold on. Don't 17 talkover-- 18 TIlE WITNESS: I'm sorry. 19 MR. BUCKLER: The court reporter's having 20 a difficult time. 21 A I apologize. 22 Q Okay. How do you know that product 1 identified in the purchase order we were just 2 looking at was receiwd by LTF International in the 3 middle of May? 4 A Because I know that's when it came in, and! 5 was looking just recently at the purchase orders and 6 when the product arrived, and that product, those 7 shipments started arriving somewhere around I would 8 say between the 15th and the 19th of May, and 9 throughout the following week or two they continued 10 to roll in. So, yeah. 11 Q Okay. And that's based on your memory then, 12 not on a document that Ijust had in front of you? 13 A That's correct. 14 Q Okay. 15 A And also, yeah, I mean, and here's Cheryl 16 Hensley -- no. That would have been June 3rd. So 17 that would have been a few weels after all the 18 product had arrived, a week or two, and we could '19 actually take a count, and this would be--this 20 invoice you just handed me, Exhibit 6, obviously the 21 amount of the invoice matches that of the original 22 sales quotation and P0 and no.t that of Cheryl ]3. (49to 52) 51 1 Hensley's reconciliation after the product arrived. 2 Q Did LTF International pay this invoice 3 that's marked as Exhibit 6? 4 A No, not on full. I do not think so. 5 Q Not in full you said? 6 ANo. 7 Q In part did they pay it? 8 A It may have because there were other 9 products and orders that LTF International, our 10 bookkeepers were sending payments to Aura on. So I 11 don't know in the grand scheme of things, you know, 12 where that ended up. So I can't answer that 13 question then in full. 14 Q Okay. Do -- okay. Do you know if any 15 portion of the product identified in the purchase 16 order we were just looking at which corresponds to 17 this imuice -- 18 A I can't say that. 19 Q --hadbeenpaidfor? 20 A I cannot say that factually. 21 Q So your answer is you don't know whether -- 22 A I don't know. 52 1 Q --it's beenpaid? 2 A That's correct. 3 Q I'm now going to show you what's been marked 4 as Exhibit 7. You agree this is an e-mail from you 5 to Lexi Lockerman dated January 7th, 2015? 6 A Mm-hnim. 7 Q And do you agree that it appears to be a 8 message that you're forwarding to Miss Lockerman? 9 A Mm-hnmt 10 Q With the original -- 11 A Yes. 12 Q -- message also being dated January 7th, 13 2015, to Constance Jones with a copy to Liz 14 McFarland? 15 A That's correct. 16 Q Okay. You agree that in this e-mail looking 17 down further in the chain you're forwarding a 18 guaranty agreement to Miss Jones at Aura Light? 19 A That's correct. 20 Q Okay. And if you look at your message here 21 to Miss Jones, what did you mean by the statement we 22 included WIS Lighting in the agreement. it is our PLANETDEPOS... 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 5 of 25 Transcriptof Paul V. Palitti Conducted on March 21, 2017 125 1 correspondence? 2 A I don't know. You have all the e-mails, and 3 it may have been. I doubt it. 4 Q Okay. S A And, and I can tell you that I also brought 6 that up and was assured at Light Fair. So, and that 7 was in May. So this would have been before that, 8 and again I was assñred there was no issues with the 9 deal. 10 Q Okay. And how was LTF International harmed 11 by making these purchase orders, submitting the 12 purchase orders you just described for containers 9 13 through 27? 14 A Because I guess had it received that 15 product, it would have been liable for that product. 16 Yeah. I can't -- I can't think of anything right 17 now. 18 Q Okay. So there's no other basis for the 19 claim that LTF International was damaged by those 20 representations you just described? 21 MR. BUCKLER: Objection. You can answer. 22 A Not that I can recall. I -- I can't answer 126 1 that accurately. 2 Q Okay. I think our next exhibit number would 3 be 18. 4 (Palitti Deposition Exhibit 18 was marked 5 for identification and is attached to the 6 transcript.) 7 Q Okay. Showing you what's been marked as 8 Exhibit 18. If you want to take a minute to flip 9 through this document, I'll ask you a few questions 10 about what's in there. 11 MR. BUCKLER: This is a document you 12 created for purposes of the deposition. There's 13 two different sets of Bates numbers on it. 14 MS. MAGUTRE: Correct. I mean, yes, 15 we'll walk through all of that. 16 Q Imeanto clarifylguess Ican--youtell 17 me if you disagree, but these pages have all been 18 pulled out of the documents produced by the parties 19 in this case relating to container number 1, and 20 let's just look at the first page of Exhibit 18 and 21 go over this together. Do you agree with me that 22 this i a purchase order LTFI14-12 184 revised dated 32 (125 to 128) 1 February 18th, 2015? 2 AYes. 3 Q Okay. And you agree that this is for 4 container 1? 5 A Mm-hmni. That's what it says. 6 Q Okay. And you agree if you look here the 7 totals there are 27,000 pieces? 8 A Correct. 9 Q Okay. Ordered through this purchase order? 10 A Mm-hmm. 11 Q And the total, skipping over to the 12 right-hand column here, Aura's sales price to LTF is 13 listed as $308,985? 14 A Yes. 15 Q Is that right? And is that your signature? 16 A Itis. 17 Q Okay. 18 A As manager of LTF International. 19 Q As manager of what? 20 A LTF InternationaL 21 Q Okay. Does it say that? 22 A No, but I am obviously signing on behaff of 128 1 LTF International. That was the intent, and that's 2 what it was. 3 Q Okay. Why is that obvious? 4 A Because it's LTF International's purchase 5 order. 6 Q Okay. How do you know that? 7 A It says it right here. 8 Q Where? 9 A At the top, purchase order, LTF 10 International. 11 Q Okay. 12 A The vendor. 13 Q So I see that it says LTF International, and 14 it says ship to LTF Lighting LLC; correct? 15 A Correct. 16 Q Okay. And it was your testimony that these 17 entities shared the same office at 9927 Stephen 18 Decatur Highway, Suite F-20; correct? 19 A That' correct. 20 Q And they share a warehouse space as well? 21 ANo. 22 QNo? PLANET. DEPOSS... 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 6 of 25 Transcript.'.ofsPaui V.. Paiitti Conducted on March 21, 2017 129 1 A Well, yes. LTF International and LTF 2 Lighting pulls from LTF International, so yes. 3 Q And that the warehouse, to be shipped to for 4 this purchase order is 12640 Sunset Avenue, Ocean 5 City, Maryland? 6 A That's correct. 7 Q Correct? 8 A That's correct. - 9 Q Okay. And that's a shared warehouse space 10 between those two entities? 11 A Correct. 12 Q Okay. And we'll just go through this 13 document. Flipping to the next page, this has a 14 purchase order number of 3037, revision 3. Is that 15 an LTF purchase order number? Do you know? 16 A I don't know. 17 Q Okay. Do you agree that this says for 18 container 1 FOB China? 19 A Yes. 20 Q And do you agree that the items identified 21 in this purchase order and the quantities are 22 consistent, are the same as that identified in page 130 1 1 of this exhibit? 2 A Theyappeartobe. 3 QOkay. 4 A Mm-hmm. 5 Q Okay. And if we flip to the third page 6 which is labeled Aura 000521 at the bottom -- 7 A Yeah. 8 Q -- you agree this is James Industiy Group 9 Limited pro forma invoice? 10 A Correct. 11 Q Okay. And is this for container 1? Well, 12 do you agree with me that it says container 1 at the 13 top? 14 A It does, and yes. 15 Q Okay. Again, does that product identified 16 in this pro forma invoice, is that the same product 17 identified on the purchase order -- 18 A Correct. 19 Q -- that you signed? 20 A Correct. 2,1 Q Okay. And is that your signature at the 2bottom of this document? 33, .(i29 to .12) 131 1 A That is correct. 2 Q Okay. 3 A Accepting on behalf of LTFI. 4 Q Okay. And the next page in this exhibit is 5 8 -- do you agree it's a packing list for container 6 1? 7 A Mm-hnim. 8 QFor-- 9 MR. STURTZ: You have to answer yes or 10 no. 11 A Yes, yes. 12 Q Okay. And for the product identified in the 13 purchase order that you signed? And I guess I 14 should clarif' purchase ordr -- 15 A Yeah. 16 Q --LTFI14-12184? 17 A It appears to be so, yes. 18 Q Okay. Okay. I believe then the next page 19 is, is a copy of the same thing that we have on the 20 first page of this exhibit, though this was the 21 version that was produced by LTF International in 22 this case, just including it for completeness of all 132 1 documents relating to this container. 2 A Okay. 3 Q Unless you thinic there's a reasOn that it 4 differs. 5 A (No verbal response.) 6 Q Okay. And actually it appears then the very 7 next page is actually just inadvertently just 8 1'included as a duplicate. So if we flip then to the 9 page after that LTFIOO-2819 it's a - 10, MR. BUCKLER: Well, wait no. Aura 519 11 isn't a duplicate of LTFI671. 12 MS. MAGUTRE: No. I was saying it was a 13 duplicate of the first page of this exhibit with 14 the same Bates number on it. 15 MR. BUCKLER: Okay. 16 Q So if we're all looking now at LTF1002819? 17 A Mm-hnnn. 18 Q It's a difficult-to-read document, but do 19 you agree that this was produced by LTF 20 International in this case? 21 A It appears to be that way. 22 Q Okay. It's difficult to make out, but do PLAIJ El S.DERO.S .. . 888.433.3767 WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 7 of 25 Transcript of Paul V..Palitti Conducted on March 21, 2017 133 1 you agree that in the top right it says P0 2 LTFI14-12184 revised? 3 A Yeah. I think there's been a - yes. 4 Q Do you want to -- if you would like to 5 compare it to the first page of this exhibit. 6 A Isee. 7 Q Do you agree that it's the same document but 8 with handwriting -- 9 A Correct. 10 Q -- added to it? Okay. Do you recognize 11 that handwriting? 12 A It looks like Cheryl Hensley's. 13 Q Okay. And what is -- what do these notes 14 mean to you, or do they have meaning to you? 15 A From what I can make out it looks like when 16 the container came in that the product counts were 17 different than what was ordered. 18 Q Were there more or less? 19 A I can't make it out. 20 Q You can't make it out? 21 A I can't make that out. 22 Q Okay. 1 A 67, let me see. 2 - yeah. I -I - I'm 2 sorry. I can't make that out. 3 Q Okay. Can you - go ahead. 4 A No. Go ahead. I'm just trying to make 5 sense of it. 6 Q Do you agree there appears to be an asterisk 7 with the sentence added extras of LTF, and I cannot 8 make out the product number, T8 to this invoice? 9 Maybe you know what that says? 10 A Yes. This is T8 15 watt 1200 - 11 (The reporter requested clarification.) 12 A Oh, yes. I'm sorry. LTF T8, it's 15 watt. 13 1200 means four foot. 50K is the Calvin. BIXX 14 valve compatible. So that looks like in this 15 container there was - the product counts were off. 16 By what I can't make it all out. Some more, some 17 less. 18 Q Okay. Do you agree looking at the 19 handwritten notes here on the right-hand side that 20 the total written in here is 324,525? 21 A Yes. 22 Q And that looks like dollars; correct? 34 (133 to 136) 135 1 A It does. 2 Q Do you agree? Okay As opposed to the 3 $308,985 worth of product -- 4 A That would be correct. 5 Q -- that was supposed to be received? 6 A Correct. 7 Q So you agree then that LTF International 8 received more than it ordered for coizainer 1 but 9 that it received the products that were noted here? 10 A It would have been -- I -- no. I don't 11 believe it was more product. I believe it was 12 varied product. So what I mean by that is less of 13 one product at one price point and more of another. 14 Q Okay. 15 A So it wouldn't be more in quantity but more 16 of a more expensive -- 17 Q Sure. 18 A -- product. 19 Q So more than-- 20 A So, yes, I do agree in that sense. 21 Q Okay. And that was received at 12640 Sunset 22 Avenue, the warehouse? 1 A It--yes. 2 Q Okay. Okay. And when did LTF International 3 make payment for the product? 4 A I don't know. You'd have to look at the 5 accounting records that were provided by Cheryl 6 Hensley and Michele Arcilesi. They handle that side 7 of it, and I believe that was produced. I can't 8 answer those questions. 9 Q Okay. 10 A I'm sorry. I don't have better knowledge. 11 Q Do you know if it was paid for? 12 A I'm sure it was. 13 Q You're sure it was? 14 A I'm -- yeah. 15 Q How would it have been paid for? 16 A By wire transfers. 17 Q To who? For what entity? 18 A To Aura Light from LTFI, mm-hmm. 19 Q Actually and before I move on I think there 20 was one more page in this packet, LTF1002818. Do 21 you agree that's an invoice from Aura Light, invoice 22 number 6035? PLANET DEPOS.., 888.433.3767 WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 8 of 25 Transcript, of Paul VPa1ifti Conducted on March21, 2017 137 1 AYes. 2 Q Okay. And you agree that this invoice is 3 the invoice for the product identified in the 4 purchase order and pro forma invoice that we walked 5 through just now? 6 AYes. 7 Q Okay. 8 A And I see that we actually - Cheryl 9 probably corrected this number at the bottom as 10 well. 11 Q You're referring to the handwriting in the 12 bottom right corner ofLTFIOO2818? 13 A Yes,Iam. 14 Q Okay. And corrected it to read 324,525? 15 A Correct. 16 Q Correct, okay. And to c1arif', what 17 document or documents would reflect the wire 18 transfer you referred to that would have been for 19. payment of this invoice? 20 A It would be whatever you received from LTFI 21 from our accounting department on the books and 22 records for payments. 138 1 Q Would that be -- I mean can you describe 2 that kind of document? I mean would itbe an 3 e-mail? Would it be an entry somewhere in a -- 4 A It would be a QuickBooks entry. 5 Q Okay. 6 A Mm-hmm. 7 Q So there would be QuickBook entries -- 8 A Yeah. 9 Q -- reflecting payments? 10 A She has its own accounting and everything, 11 so they would - yes. 12 Q And to your knowledge was any QuickBook 13 entries reflecting payment produced to us? 14 A I - if you asked for them, they probably 15 were. if you didn't, they weren't. I have no idea. 16 My counsel's sitting next to me can answer that 17 question more than I can. 18 MR. BUCKLER: I'm not going to answer the 19 question, but we'll take it up after the 20 deposition. 21 THE WITNESS: Okay. Yeah. Sony. 22 Q Thank yo Okay. Then next we have Exhibit 35 (137 to 140) 139 1 19. 2 (Palitti Deposition Exhibit 19 was marked 3 for identification and is attached to the 4 transcript.) 5 Q Okay. Do you agree the first page here 6 LTF1000678 is an Aura Light invoice number 6036? 7 AIdo. 8 Q And you agree that the handwriting on the 9 top here says China number 2? 10 AIdo. 11 Q Would you agree that refers to container 12 number 2? 13 A Yes. 14 Q Okay. And you see the P0 number, purchase 15 order number is LTFI14-12185? 16 A Yes. 17 Q Okay. And the total amount of lighting 18 product printed here is $294,360; correct? 19 A Correct. 20 Q And then there's a handwritten note. Do you 21 know whose handwritten note that might be? 22 A Again, I don't know. 140 1 Q Okay. Doesift look familiar? 2 ANo. 3 Q Okay. 4 A It may be Cheryl. I don't know. It's - 5 Q But do you agree that the total is struck 6 through and an amount of $376,610, is that -- 7 AIdo. 8 Q --iswrittenin? 9 AIdo. 10 Q Okay. Andifweturntothenextpagein 11 this exhibit, at the top right it says purchase 12 order LTFI14-12 185 revised; correct? 13 A Yes. 14 Q Okay. And do you agree that this is a 15 purchase order for container number 2? 16 A I agree that it's a revised purchase order 17 with respect to someone wrote all over it and 18 adjusted it. 19 Q Okay. And in fact it says container number 20 2 revised? 21 A Yes. 22 Q Yes, okay. And is this your signature at PLANET ...DEPOS 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 9 of 25 TranscriptofPaulV. Palitti Conducted on March 21, 2017 41 1 the bottom? 2 A It is, as manager of LTF International. 3 Q Okay. And do you recognize the handwriting 4 on this page? 5 A I don't, but again it's -- some of it looks 6 familiar. It's probably Cheryl. 7 Q Okay. You agree -- 8 A - Hensley. 9 Q Do you agree that the total amount has been 10 adjusted here from $294,360 worth of product to 11 $376,610? 12 AIdo. 13 Q Okay. And you agree there's a handwritten 14 note here that says REC'D, received I'm assuming, 15 extras under this invoice? 16 AIdo. 17 Q Okay. Going to the next page, LTFI00068O, 18 do you agree that this is a revised purchase order 19 for container number 2? 20 A Not LTFI's purchase order. 21 Q Okay. 22 A This would be an Aura Light it appears to 142 1 be. 2 Q Okay. Do you agree that it relates to 3 container number 2? 4 A It looks like it, yes. 5 Q Okay. And if we go to the next page, 6 LTFI000681, do you agree this is James Industry 7 Group Company Limited pro forma. invoice for purchase 8 order number 30308 (3) revised? 9 AYes. 10 Q Okay. And does this relate to container 11 number 2? 12 A Appears to be so, yes. 13 Q Okay. And is that your signature at the 14 bottom? 15 A Itis. 16 Q And is the product identified here in this 17 pro forma invoice the same lighting product that is 18 identified in P0 LTFI14-12185 revised? 19 A Yes, the original, yes. 20 Q Okay, And if we turn to the next page, do 21 you agree that this is the corresponding packing 22 list for container number 2? 36 (141 to 144) 143 1 A If those numbers match up to it, yes. 2 Q Go ahead and take a look. 3 A Yeah. Doesn't look like it's all of it. 4 Q I'm sorry? 5 A Doesn't look like it's all of it. 6 Q Okay. What's missing? 7 A Well, hold on a second. Okay. No. 8 Drivers, external drivers. So these are the tubes. 9 The drivers that were in the invoice are not 10 reflected on this packing list. So this is just 11 tubes. 12 Q Okay. Who -- 13 A Items number 3, 4 and 5 of that packing list 14 require what's called an external driver. It's a 15 little part that makes that tube go. 16 Q Okay. 17 A So youwouldmarryup one tube for one 18 driver. They are not on that packing list. 19 However, they are on the, the rest of the orders, 20 the invoice and all of that. Okay. 21 Q Okay. And this document, is it created by 22 James Industry Group to your knowledge? 1 A The packing list? 2 QYes. 3 A Yes. It would be created by them. 4 Q If we turn to the next page which is Bates 5 label LTF1000683, do you agree this is an e-mail 6 from Lexi Lockerman to James, it says James and 7 Lily. Do you agree that's James Bond and Lily Bond 8 at James Industry? 9 A Yeah,Ido. 10 Q And acopyto you? 11 A Mm-hmm. 12 Q Referring -- the subject is container number 13 2 FOB China? 14 A Yes. 15 Q Okay. And do you agree that this appears to 16 be a transmission of the purchase order and pro 17 forma invoice for container 2? 18 AIdo. 19 Q Okay. And a copy of the packing list? 20 A Yeah. 21 Q Okay. And if we turn the next page, you 22 agree this is a February 25th, 2015, e-mail from PLANELDEPOS 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 10 of 25 Transcript of Paul V. Palitti Conducted on March21, 2017 145 1 Lexi Lockerman to James Bond and Lily Bond? 11 2 A Mm-hmm. 2 3 Q I believe forwarding that same information, 3 4 but you tell me if you disagree? 5 A I agree. 15 6 Q Okay. And do you -- can you describe for me 6 7 what is set forth in this e-mail below that's being S forwarded? 18 9 A Okay. All right. Looks like this is right 9 10 around Chinese New Year. James factory was getting 10 11 ready to reopen, and we were waiting for yet another 11 37 (145 to 148) 147 know. Q I-low would you go about finding out what product this is identified here? A I'd have to go back in our records and match it up and see what this actually is. Q Okay. What records would you be looking at? A I'd get with Miss Lockerman, my assistant, which handles a lot of that. Q Okay. A And Cheryl Hensley and say what is this. Q So Miss Lockerman and Miss Hensley would be 12 container, yeah. 12 able to -- 13 Q Okay. So you agree that Ms. Lockerman 13 A Yeah. 14 appears to be requesting the drivers from James in 15 this e-mail? 16 A Yes. 17 Q Okay. You also agree that she provides a 18 summary of the payments made by Aura? 19 A Correct. 20 Q For the material that had been ordered? 21 A Yes. 22 Q Okay. Do you agree that the total amount 146 1 paid by Aura to James as of that date February 25th, 2 2015, according to Ms. Lockerman was 1 million -- 50 3 -- what's that -- $1,058,076.02? 4 A It looks like that, yes. 5 Q Okay. And the next page is just simply her 6 signature block. So we'll turn to the page after 7 that LTF1000686. Can you explain to me what this 8 document is? 9 A This looks like it's -- it's got to be a 10 QuickBooks document. It really looks like it's from 11 my warehouse, warehouse software, so we can track 12 the product. 13 Q From whose warehouse? 14 A Looks like it would be from LilT Lighting 15 side of it that it's received, products that it's 16 received. 17 Q Would this be the Sunset Avenue warehouse? 18 A It could be. It could be I can't answer 19 that. Yeah, yeah. This would be for product that 20 it looks like LilT Lighting purchased. I'm not sure. 21 Q Is this product from container 2? 22 A It may be. I can't answer that. I don't 14 Q -- identify what this document is and what 15 it says? 16 A Mm-hmm. 17 Q Okay. 18 A I know what the product is. I just don't 19 know -- I don't know what this document's referring 20 to, these documents. 21 Q Okay. 22 A Yeah. 148 1 Q Okay. And then if we turn to the next page 2 LTF1000687 entitled receive summary ticket. What is 3 this document? 4 A When I made that comment, I was referring to 5 all of these next pages, and that included, so... 6 Q Okay. Well, do you agree looking for the 7 moment at that page that it says reference number 8 R-LTFI14-12184? 9 A I do. I do see that. 10 Q Which is the purchase order number for 11 container 2? 12 A Mm-hmm. 13 Q Okay. And you see the handwritten note here 14 at the bottom? 15 A I do see that with the amount. 16 Q Okay. 17 A Yeah. 18 Q $309,875? Or 304, I'm not sure which. 19 A Or 304. Yeah, I'm not sure. 304,875 looks 20 like. 21 Q Okay. 22 A Whether it's a 9 Or 4, I don't -- PLANE].DEPc.S. 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 11 of 25 Transcript of. Paul .V..P.a1ith Conducted on March 21. 2017 149 1 Q Okay. If we look at the next page 2 LTF1000688. Same -- what is this document? 3 A Again I'm not familiar with this. This is 4 the same as the -- 5 Q Okay. 6 A So, yeah. 7 Q So is it accurate for the documents 8 LTF1000688 through 690 that Ms. Hensley and/or Miss 9 Lockerman would be able to tell us what this 10 reflects? 11 A Yeah. 12 Q Okay. 13 A Ithink they would. 14 Q Okay. And who is Shaun Poulin? 15 A Shaun Poulin was a warehouse manager at one 16 point with us. 17 Q Okay. And you see that says, this document 18 says it was created by Shaun Poulin? 19 A (No verbal response.) 20 Q And he was a warehouse manager for -- 21 A lie was. 22 Q Or was? 150 1 A He was, for a very short period of time. We 2 were in a transition between warehouse managers, and 3 Shaun ran the warehouse for a period of time, yes. 4 Q The warehouse for which entity? 5 A LTFI International and pulled tickets for 6 LTF products to be shipped and went out for that 7 purpose to LTFI. 8 Q And was that at Sunset Avenue? 9 A Both Sunset Avenue and at some point down in 10 Berlin-- or not Berlin-- Snow Hill, yeah, yeah. 11 Q Okay. 12 A Yeah. That would make sense. 13 Q Did LTF International or L'IF Lighting ewr 14 pay for the materials ordered in container number 2 15 identified here in this exhibit? 16 A Again you've got to refer to the books and 17 the records that would have been provided from 18 Cheryl Hensley and Michele Arcilesi on that side. 19 Q Is it yo.ur testimony you do not know whether 20 they paid for it or not? 21 A Ido not kiiow. That's whylhave an 22 accounting department, and that's, you know, where 38 (149 to 152) 151 1 all the books and records are. 2 Q Okay. 3 (P.alitti Deposition Exhibit 20 was marked 4 for identification and is attached to the 5 transcript.) 6 Q Okay. We're looking at Exhibit 20. The 7 first page is labeled LTFI000691. You agree this is 8 Aura Light invoice 6037? 9 AYes. 10 Q Okay. And you agree that at the top there 11 it says China number 3? 12 AIdo. 13 Q Would you agree that refers to container 14 number 3? 15 A Appears to be. 16 Q Okay. And that this invoice relates to 17 purchase order number LTFI14-12 186? 18 A Correct.. 19 Q Okay. And you see the total amount here is 20 $168,750? Zi AYes 22 Q And there appears to be a strike through 152 1 that and a handwritten note? 2 AYes. 3 Q Do you know whose handwriting that is? 4 A Again, it appears to be Cheryl's. 5 Q Okay. Would you agree that there's a note 6 written on there of $148,500? 7 AIdo. 8 Q You do not know whythough? 9 A Not at this moment. I'm flipping to the 10 next page and it looks apparent. 11 Q Let's look at the next page together, 12 LTF1000692. 13 A Okay. 14 Q Do you agree that this is, although hard to 15 read, purchase order LTFI14-12186? 16 A I'm -I guess. 17 Q Let me see. Whatever -- 18. A It's so light, but yeah, I can make that 19 out. 20 Q Okay. 21 A I don't see where it says purchase order but I can see - PLANET .. DERO.S........... 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 12 of 25 Transcript.ofPauI'v..Pa1itti 39.153 to 156) Conducted on March 21, 2017 153 155 I Q Well, I guess -- 1 contacts that accounting department had with Aura 2 A - I can see the P0 up in the upper right 2 Light's accounting department. I don't know who 3 side, yeah. 3 that would have been, yeah. 4 Q Okay. And that this says or it relates to 4 Q Okay. 5 container number 3 FOB James Industries China? 5 A Yeah. I -- again, my assistant could 6 Again it's tough to read but -- 6 probably tell you more than I on that. 7 A Yeah. 7 Q And that's Miss Lockerman? 8 Q -- this is -- do you agree that it relates 8 A Yes. 9 to container number 3? 9 Q Okay. Turning to the next page LTF1000693? 10 A I, I do not agree, but I don'tdisagree with 10 A Mm-hmm. 11 you. I just can't make the whole thing out. 1.1 Q Again, another somewhat difficult to read 12 Q Okay. 12 one, but do you agree in the top right it says 13 A But the number of scratch-through and 13 container 3 FOB China? 14 148,500 seems to match the first page we just went 14 A Yeah. 15 over, so yeah. 15 Q Okay. It's difficult to read, but are you 16 Q Okay. Is that your signature on this 16 able to tell if this is the same product that's 17 document? 17 identified in P0 LTFI14-12186 which is on the 18 A It is, as manager. 18 preceding page? 19 Q Okay. And do you agree that there is 19 A No. I can't. 20 handwriting on this document indicating receipt of 20 Q Okay. 21 product? 21 A No, I can't. 22 A Yes. 22 Q Well, lets turn to the next page, James 154 156 1 Q Okay. Can you make out what's been 1 Industry Group pro forma invoice. Do you agree that 2 received? 2 that's what this is? 3 A Handwritten it looks like there's 60 extra 3 A Yes. 4 drivers. I can't make that full amount out, and 4 Q Okay. You agree that this is for container 5 then it shows -- 'again I can't make that product out 5 3? 6 but 750'O of one product and 6,000 of another. 6 A No. 7 Obviously there's no such dating that there's a 7 Q Okay. Do you agree that it says container 8 discrepancy, what was originally ordered and what we 8 3? 9 actually received. 9 A Okay. Yes, it does. I'm sorry. It does 10 Q Okay. losaycontainer3. 11 A Hence the adjustment on the amount. 11 Q Okay. And you see the lighting product 12 Q Do you know if this discrepancy was 12 that's being ordered or identified in this document? 13 communicated to Aura Light? 13 A Yes. 14 A I'm sure it was. 14 Q Okay. And what is that? 15 Q How would it have been communicated? 15 A Four foot, 15 watt tubes with external 16 A Probably e-mail I would think. 16 drivers. 17 Q Who would have e-mailed? 17 Q Okay. And what's the total quantity 18 A Probably Lexi Lockerman or Cheryl Hensley 18 ordered? 19 may have done it herself. 19 A 27,000 pieces, 13,500 drivers and 13,500 20 Q And who would they have e-mailed at Aura 20 tubes. 21 Light? 21 Q Okay. And if we flip back to LTF1000692, 22 A I would say that there -- I know there were 22 you agree that that's the same product that's PLNEI .DEP.QS.. 888.433.3767 WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 13 of 25 1 2 5 6 8 10 11 12 13 14 15 16 17 18 19 20 21 Transcript ofPaul V.Palitti Conducted on March 21, 2017 157 identified here in that purchase order? A I can't even make that out, so I can't agree with you. Q Okay. Well, sorry to make you flip again, but if we can flip back to LTF1000694, is that your signature at the bottom of this -- A Itis. Q --ofthisproforma-- A Itis. Q -- invoice for container 3? A Itis. Q Now if we flip to the next page, the same question I had with regard to the documents for container 2, do you recognize this view -- do you recognize the view transaction page? A Yes, but again I don't know where it comes from. It looks to me like it's from the warehouse. Q The Sunset Avenue warehouse? A Mm-hmm. Q Okay. MR. BUCKLER: Again, you have to answer 22 yes or no. A Yes. MR. BUCKLER: No huh-uhs, uh-huhs. Q Okay. I mean that would be the same question for the remainder of this document through LTF1000697? 6 AYes. 7 Q Okay. 8 A And then looking at this as well as the 9 prior one that we just went over, Shaun Poulin, that 10 would explain why I'm sitting here if indeed this is 11 warehouse, printout from the warehouse software, 12 inventory software, why it's showing LTF Lighting, 13 because that software was broken down into 14 compartments. It was LTF International, and then we 15 had to keep track of-- we put in Aura Light because 16 we're storing some product for them, and we also had 17 L'IF Lighting. So if LTF Lighting purchased product 18 from LTF International, sold it to a customer and it 19 was waiting to go out, it was automatically pulled 20 from that inventory of LTF International, and if 21 there was ever any returns, it would go to LTF 22 So I see that if indeed this is the 40 (157 to 160) 159 1 software, which I believe it may be, report from the 2 warehouse, LTF Lighting was there, it was received 3 in the wrong compartment. 4 Q It was received in the wrong department? 5 A Wrong compartment -- 6 Q Oh, compartment. 7 A -- within the inventory system, and I'm sure 8 it was corrected thereafter. 9 Q And why would it be wrong? 10 A Because if it was product which this is 11 referring to coming in, it would have come in to LTF 12 International to be recorded on the inside of it. 13 Q Instead of LTF Lighting? 14 A Yeah, and then moved to LTF Lighting as it 15 was transferred for sale. 16 Q Okay. 17 A You see what I'm saying? Yeah. 18 Q Okay. But if you flip back to LTF1000692, 19 the purchase order, you agree that it says ship to 20 LTF Lighting, and I know this is a difficult copy, 21 but we could look at the entire -- 22 A No. I agree to that, but I'm just telling 1 you my thoughts on that. 2 Q Okay. 3 A I'm not certain but - 4 Q But if it had been shipped to LTF Lighting 5 or LTF International, it would have been the same 6 address? 7 A Yes, yes, it would have. 8 Q And that would be the Sunset Avenue 9 warehouse? 10 A Yes, it would have. 11 Q Okay. 12 A Okay. 13 Q Okay. Before we move on from Exhibit 20, 14 did LTF Lighting or LTF International pay for this 15 product? 16 A Again, we're going to have to refer back to 17 the accounting department and the records. 18 Q Youdonotknow? 19 A Ido not know. Idonotknow. 20 Q So we would have to refer to the QuickBooks 21 records for both LTF Lighting and LTF International 22 to answer that question; correct? PLANET. DEPOS. 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 14 of 25 Transcript ofPaul V.. Palitti Conducted on March 21, 2017 161 1 A Yes, yes. 2 Q Okay. 3 (Palitti Deposition Exhibit 21 was marked 4 for identification and is attached to the 5 transcript.) 6 Q Okay. So what's been marked as Exhibit 21 7 you agree is Aura invoice 6053? 8 AYes. 9 Q And at the top it says China number 3 (part 10 2)? 11 A Mm-hmm. Yes. 12 Q Okay. So I guess is it your understanding 13 that container 3 had two parts? 14 A Yes. 15 Q Okay. 16 A Appears to be. 17 Q Okay. Do you agree that this invoice 18 corresponds to purchase order number LTFI1 5-12200? 19 A Yes. 20 Q Okay. And that the total invoice amount 21 here is $86,250? 22 A Yes. 1 Q Okay. And if we turn the page, do you agree 2 that this is the corresponding invoice referenced in 3 the -- I'm sony -- corresponding purchase order 4 referenced in the invoice we just looked at? 5 AYes. 6 Q Okay. Andthisisforcontainer3,part2; 7 correct? 8 AYes. 9 Q Okay. And looking at page LTF1000699 here 10 do you see the handwritten note received as 22 watt? 11 Do you agree that's what it says? 12 A Yes. 13 Q Okay. And the total amount here is also 14 listed as $86,250? 15 A Yes. 16 Q Okay. The next page is blank but included 17 for completeness, so if we turn the page, the next 18 page to LTFI0007O1, do you agree that this is an 19 Aura Light purchase order for container 3 FOB China 20 part 2? 21 A Yes. 22 Q Okay. Is the product identified here the 41 (161 to 164) 163 1 same product identified in the purchase order in the 2 precedingpages? 3 A Appears to be, yes. 4 Q Okay. Andifwe go to the nextpage, 5 LTFI0007O2, do you agree that this is a James 6 Industry Company or Group Company Limited pro forma 7 inoice for container 3, part 2? 8 AYes. 9 Q Okay. Is that your signature on the bottom? 10 A As manager of, yes, LTFI. 11 Q Okay. And you agree that the product 12 identified here is again the same identified in the 13 preceding purchase order and the invoice that is the 14 first page of this document? 15 A Appears to be, yes. 16 Q Okay. If we turn the next page to 17 LTFI0007O3, it appears to me, tell me if you agree, 18 that this is a duplicate of the preceding page, but 19 is just lacks your signature? 20 A Yes, it appears. 21 Q Mdif turn to the next page LTFI0007O4, 22 you agree that this is an e-mail from Michele 164 1 Arcilesi to Cheryl Hensley dated March 13th, 2015? 2 AYes. 3 Q And the subject is forward container number 4 3FOBChinapart2? 5 AYes. 6 Q And it includes attachments which appear to 7 be the -- well, it says PT, pro forma invoice I 8 assume, for James container 3, part 2? 9 A That's what it says. That's not - yeah. 10 Q Okay. And then if we look down to the 11 message that was forwarded on that page, this 12 appears to be an e-mail from Lexi Lockerman to 13 Constance Jones at Aura Light -- 14 A Correct. 15 Q -- providing that same information regarding 16 container 3 -- 17 A Yes. 18 Q --FOB Chinapart2? 19 A Yes. 20 Q Okay. And again another view transaction 21 detail? 22 A I'd like to ask a question on this, if I may PLANET, DEPOS.... 888.433.3767 WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 15 of 25 T.ranscript.of Paul V. Palitti Conducted on March21, 2017 165 I or just for the record. What appears to me to be a 2 little odd, I'm looking at an Aura invoice ofa date 3 of 3/15/15, invoice number 6053 of this whole batch 4 we're speaking of. How is it that we have a 3/15/15 5 invoice, and that order was just paid, placed on 6 3/12/15 to James Industries, and we already have an 7 invoice three days later? 8 Q Well, rm not here to answer that question. 9 A I know you're not, but I'd like to go on the 10 record and just state that it's just odd. Okay. 11 Q Okay. 12 A Thank you. 13 Q Did either Aura -- I'm sorry-- LTF 14 International or LTF Lighting pay for the product in 15 container 3 part 2? 16 A I'm going to answer that the same way. 17 You'll need to check with my bookkeeping department. 18 Q Okay. 19 MR. STURTZ: Now might be a good time to 20 break for lunch. It's up to you. 21 MS. MAGIJIIRE: I mean now is just as good 2 a time as any, so -- 166 1 A It matters not to me. I can keep on going 2 or whatever. 3 MR. BUCKLER: Totally up to you. Do you 4 want to keep plugging away? I assume you have, you 5 have documents for each of the containers that you 6 need to go through? 7 MS. MAGUIRE: That would be a safe 8 assumption. 9 MR. BUCKLER: And then is there anything 10 afterthator-- 11 MS. MAGUTRE: There -- yes, but I don't 12 know how to estimate how long it would take but -- 13 MR. BUCKLER: No, no, no. I mean we're 14 here for as long as it-- 15 MS. MAGUIRE: But I mean to get through 16 the next session it's going to be a substantial 17 amount of time. So we may as well break. 18 MR. BUCKLER: If you want to break for 19 lunch, that's okay. 20 MR. STURTZ: You two are doing all the 21 heavy lifting. 22 MS. MAGUIRE: Let's break now then. .42(165 to 168) 167 1 MR. BUCKLER: What time do you want to 2 comeback? 3 MR. STURTZ: 1:30? 4 MR. BUCKLER: That works. 5 (A lunch recess taken from 12:26 p.m. 6 until 1:26 p.m.) 7 (Palitti Deposition Exhibit 22 was marked 8 for identification and is attached to the 9 transcript.) 10 BY MS. MAGUIRE: 11 Q Okay. Mr. Palitti, looking at the document 12 that's been marked as Exhibit 22, do you agree this 13 is an Aura Light invoice for container number 4? 14 AIdo. 15 Q Invoicenumber604l? 16 A Yes. 17 Q Okay. And. that corresponds to purchase 18 order LTFI14-12l89? 19 A Correct. 20 Q And the total amount listed here is 21. $398,250? 22 A Correct. 1 Q Okay. Turning to the next page, it's 2 another difficult copy but -- 3 A Nice. 4 Q IfyoucanmakeoutatthetopPO 5 LTFI14-12189 revised. Dyou agree? 6 AIdo. 7 Q Okay. And again it's slightly difficult to 8 read, but the totals at the bottom do you agree it's 9 $398,250 there in the bottom right? 10 AIdo. 11 Q And is that your signature? 12 A As manager, yes. 13 Q Okay. And do you recognize the handwriting 14 on this document? 15 A Yes. Appears to be Cheryl Hensley again. 16 Q Okay. And-- 17 A Not sure, but it appears to be. 18 Q Okay. And do you agree that it reflects 19 that $398,250 worth of lighting product was 20 received? 21 A Yes. 22 Q Okay. Turn the page to LTFI0007O8. PJAl.EIDEP.O.S..., 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 16 of 25 TranscptofPau1 V., Palitti Conducted on March 21, 2017 169 1 AYes. 2 Q Do you agree that this is an Aura Light 3 purchase order for container 4? 4 AIdo. 5 Q Okay. It's a little difficult to make out, 6 but do you agree that the lighting product 7 identified in this purchase order is the same as on 8 the preceding page which you had signed? 9 A It appears to be. 10 Q Okay. If we turn the next page LTF1000709, 11 do you agree this is James Industiy Group pro fonna 12 invoice for container number 4? 13 A Yes. 14 Q And do you agree that the product identified 15 here is the same as the product identified in 16 purchase order LTFI14-12189 revised? 17 A Again, tough to read, but it appears to be 18 so, yes. 19 Q Okay. And is that your signature at the 20 bottom? 21 A Yes, itis. 22 Q Okay. And if we turn the page, Mr. Palitti 170 1 can you identify this document for me? 2 A I cannot. 3 Q Okay. We'll skip to the next page which is 4 essentially a blank document but included here for 5 completeness. 6 A Got you. 7 Q And so we get then to the next page 8 LTFI000712. Can you identify this document? 9 A No, I can't. Again, I'm not sure what it 10 was. 11 Q Okay. 12 A Yes. 13 Q Do you know Wit relates to container 14 number 4? 15 A Appears to be, but I can't be sure of that. 16 Q Okay. That would be the same for LTFI000712 17 through LTFI000714? 18 A Okay. 19 Q Same answer? 20 A Yeah, same answer. 21 Q So thep if we turn the page after that, this 22 is actually a clearer copy of-- 43 (169 to 172) 171 1 A Okay. 2 Q -- the same purchase order that is page 2 of 3 this exhibit? 4 A Okay. 5 Q Would you agree? 6 AYes. 7 Q Okay. 8 AYes. 9 Q Can you confirm that this correlates to the 10 invoice 6041 on the first page of this exhibit? 11 A Yes. 12 Q Okay. And that is your signature at the 13 bottom? 14 A Yes, itis. 15 Q And again, ifwetumto thenextpage 16 AURA000894, this is also a clearer copy of the same 17 document you looked at -- 18 A Isee. 19 Q -- LTFI0007O8. Do you agree? 20 A Ido. 21 Q Okay. And again, if we turn the page, this 22 is a clerer copy, just for everyone's benefit -- 172 1 AIdo. 2 Q -- of the pro forma invoice for container 4 3 from James; correct? 4 A Correct. 5 Q Okay. Did LTF Lighting or LTF International 6 receive the product ordered for container 4? 7 A Appears to be, yes, LTF International. 8 Q LTF International? 9 A Mm-hmm. 10 Q And did LTF Lighting or LTF International 11 pay for this product? 12 A Again, I'm - you'll have to refer to my 13 accounting department for that. 14 Q You don't know if they paid? 15 A Idonotknow. 16 Q Okay. 17 (Palitti Deposition Exhibit 23 was marked 18 for identification and is attached to the 19 transcript.) 20 Q Looking at what we've marked as Exhibit 23 21 do you agree that this is invoice, Aura Light 22 invoice number 6042 for container number 5? PLANET. .DEIQ&.. 888.433.3767 WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 17 of 25 Trans.criptof..Pau1.V.. Palitti Conducted on March 21, 2017 173 1 AIdo. 2 Q Okay. And that it corresponds to LTF 3 purchase order LTFI14-121 190; do you agree? 4 A I would agree. 5 Q Okay. And do you agree that the total 6 purchase amount is $283,500? 7 AYes. 8 Q Okay. Thank you. Okay. If we turn to the 9 next page, I know it's difficult to make out, but do 10 you agree that this is the purchase order that 11 corresponds to the invoice we just looked at for 12 LTFI14-12190? 13 A What page are you on? Are you on the very 14 second page? 15 Q LTF1000278. 16 A Oh,I'msorry. Yes. 17 Q And do you agree this is for container 18 number 5? 19 A Yes. 20 Q Okay, and that the amount $383,500 matches 21 the invoice that we just looked at forpontainer 5? 22 A Yes. 174 1 Q And is that your signature at the bottom? 2 A It is, yes, manager. 3 Q Okay. And this handwritten note along the 4 side, does that reflect that LTF Lighting and/or LTF 5 International received $283,500 of product pursuant 6 to this order? 7 AYes. 8 Q And then if we turn to the next page, do you 9 recognize this as an Aura light purchase order -- 10 A Yes. 11 Q --for container 5? 12 A Yes. 13 Q And is the same lighting product identified 14 here or is that the same as the product identified 15 on the purchase order that we just looked at as best 16 you can tell? 17 A Again, difficult to read, but I see there is 18 a cleaner copy. 19 Q Yeah. I was going to say that -- 20 A On the back of this. 21 Q You can consult that as well? 22 A If you look at that, yes. 44 (173 to 176) 175 1 Q Okay. So if we turn the page LTF1002782, do 2 you agree that's James Industry Group pro forma 3 invoice for container number 5? 4 A Unlegible, but yes. 5 Q Let me see if we have a clearer copy. 6 AYoudo. 7 Q Okay. 8 A Barely, but yes, I do see. 9 Q Yes. LTFIOO7191, is that what you're 10 looking at? 11 A Yes. 12 Q Okay. And can you confirm that the lighting 13 product identified in that pro forma invoice is 14 consistent with the purchase order and the invoice 15 for container 5? 16 A Yes. 17 Q And if you would like, we can expedite, 18 looking at LTFIOO7189, that's a clearer copy of the 19 purchase order; do you agree? 20 A Yes,Ido. 21 Q Okay. And that is your signature? 22 A Yes, itis. 176 1 Q Okay. 2 A Again, as manager. 3 Q And if we look at LTF1002783, the view 4 transaction, is your answer the same as before, that 5 you do not know what this document reflects? 6 A Let me get to that. 7 Q Okay. 8 A Yes, yes, itis. 9 Q Okay. And flipping through the remainder of 10 this document is again a few pics of the prior 11 version but clearer copies. Do you agree? 12 AIdo. 13 Q Okay. Did LTF International and/or LTF 14 Lighting receive the product identified in the 15 purchase orders in invoices here for container 16 numberS? 17 A Yes. 18 Q And did it pay for that product? 19 A Again, I can't answer that. 20 Q Okay. 21 A I don't know. 22 Q I should clarify. Did either of the PLANEIDEPQS.... 888.433.3767 WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 18 of 25 Transc.ript.of..IPaul V. Paiitti Conducted on March 21, 2017 177 1 entities pay for that product? 2 A I don't know. You would have to refer to my 3 accounting department's records as well. 4 Q Okay. 5 (P alitti Deposition Exhibit 24 was marked 6 for identification and is attached to the 7 transcript.) 8 Q Okay. Looking at what's been marked as 9 Exhibit 24, do you agree that this is Aura Light 10 invoice 6043 for container number 6? 11 AIdo. 12 Q Do you agree that it corresponds to purchase 13 order LTFII4-12 197? 14 A Yes. 15 Q Okay. Can you agree that it's for a total 16 amount of $297,000? 17 A Yes. 18 Q And do you see that handwriting in the 19 bottom right corner? 20 AIdo. 21 Q Do you recognize that handwriting? 22 A I do not, but I am going to assume that that 178 1 was Cheryl Hensley as well. 2 Q Okay. If we turn to the next page, do you 3 agree that this is a copy of the purchase order for, 4 or purchase order LTFI14-12197, and perhaps to 5 expedite, if we flip to LTFIOO71 92, it's a clearer 6 copy but without the notations on it? 7 A Yes. I'm looking at it. That is correct. 8 Q Okay. Well, why don't we stick with the 9 clearer copy for a moment. Do you agree that that 10 purchase order is for container number 6? 11 A Yes. 12 Q Okay. And do you see the lighting product 13 identified here as being ordered? 14 AIdo. 15 Q Okay. Is that consistent with what's 16 reflected on the corresponding invoice which is the 17 first page of this exhibit? 18 A The first page of the exhibit meaning the 19 Aura Light invoice? 20 Q Mm-hmm, yes. 21 A It doesn't state the type of product, but 22 yes, the amounts are reflective of that. .45 ,(17.7 ..to, 1$D) 179 1 Q Okay. And going back now to LTFIOO7 192, is 2 that your signature? 3 A Yes, itis. 4 Q And to clarify, the total listed here is 5 $297,000; correct? 6 A Correct. 7 Q Okay. And for a moment now to look at 8 LTF1000636 which is the copy, same copy but with 9 handwriting on it which is page 2 in this exhibit. 10 AGotyou. 11 Q Do you know whose handwriting that is? 12 A Again, I would think that that's Cheryl 13 Hensley as well. 14 Q Okay. And do you see the notation toward 15 the left-hand side, received separately quantities 16 match? Do you agree that's what that says? 17 A Yes. 18 Q Okay. Andthenyouseeintheright-- 19 well, it appears that it's indicating that 283 20 dollars and 395 cents worth of product was received 21 [sic]; correct? 22 A $283,395, correct. 180 1 Q Yes, okay. Let's see if-- okay. To work 2 from the clearer copy why don't we flip to the end 3 of this LTFIOO7 194. Do you agree that this is the 4 James Industry pro forma invoice for container 5 number 6? 6 AYes. 7 Q Okay. And is the lighting product 8 identified there the same identified on the purchase 9 order that you signed and submitted to Aura Light 10 which would be, if you look at LTFIOO71 92 and 11 compare? 12 A Yes. 13 Q Okay. And looking at that pro forma invoice 14 is that your signature at the bottom? 15 A Yes, thatis. 16 Q And this all relates to container 6; 17 correct? 18 A Correct. 19 Q Okay. And one final-- well, not one final 20 question, but if we flip to LTFIOO64O, can you 21 identify that page for me? 22 A No, I cannot. PLANELDEPCSV.. 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 19 of 25 Transcript..ofPau1 V.,Pa1itti Conducted on March21, 2017 46(181 to 184) _________________________________________________________- 181 183 1 Q Okay. Did LTF International or LTF Lighting 1 Q Okay. Now just to flip to the corresponding 2 receive the product that's been identified in the 2 copy LTF1000642 which is the same document, it's the 3 purchase orders and invoices here for container 3 second page of this exhibit, appears to be the same 4 number 6? 4 document but with handwriting, if you agree. 5 AYes. 5 AIdo. 6 Q And did LTF International and/or LTF 6 Q Okay. Do you recognize that handwriting? 7 Lighting pay for that product? 7 A It does look like Cheryl Hensley. 8 A Again I cannot answer that. We would need 8 Q Okay. And do you see the handwritten note 9 to refer to my accounting department. 9 or do you agree that on the bottom it says, we 10 (Palitti Deposition Exhibit 25 was marked 10 received all 18 watt drivers as 22 watt? 11 for identification and is attached to the 11 A I do. 12 transcript.) 13 Q Looking at Exhibit 25 do you agree that this 14 is Aura Light invoice number 6044 for container 15 number 7? 16 AIdo. 17 Q Okay. And that it corresponds to purchase 18 order LTFI14-12191? 19 AIdo. 20 Q Okay. And do you agree that the total 21 invoiced arnountis $179,010? 22 A Ido. 182. 1 Q Okay. There is some duplication in this 2 one, but for the sake of clarity why don't we flip 3 to Aura000882 in this packet. It's just a clearer 4 copy of that purchase order. 5 A Isee. 6 Q Do you agree that it's purchase order 7 LTFI14-12191 revised? 8 AIdo. 9 Q Okay. And that is for container number 7? 10 A Yes. 11 Q And do you see the lighting product that's 12 being ordered there? 13 AIdo. 14 Q Foratotalof$179,010? 15 A Yes. 16 Q And is that your signature at the bottom? 17 A It is, as manager. 18 Q As manager of what? 19 A LTF International. 20 Q Does it say that? 21 A No. It does say that up in the left corner, 22 and that's what it was intended to be. 12 Q What does that mean to you? 13 A That means that they shipped 22 watt drivers 14 instead of the 18 watt that was ordered and was 15 probably from another order that was placed, and 16 that portion of the order was swapped, and we would 17 have received the 18 watt in yet another container. 18 Q Do you know if LTF lighting or LTF 19 International advised Aura Light of this issue? 20 A No. You know, I'm going to recant that 1 statement because Cheryl Hensley, and I see this is 2. where she made this note, thinking through this, an 184 1 18 watt driver is a 22 watt driver. It goes from 18 2 to 22. So. that would have been correct. 3 Q Okay. 4 A Yeah. 5 Q Okay. 6 A My apologies. I just thought through the 7 technical side of it. 8 Q So you agree then that the product that was 9 ordered for container number 7 was in fact received 10 by LTF Lighting and LTF International? 11 A Yes. 12 Q Okay. Stick with the clearer copy, and I 13 will refer you to the LTF1007686. Actually -- 14 MR. BUCKLER: Wait. What was the number 15 again? 16 Q Strike that. Actually I'm going to go to a 17 different page. Actually let's look at LTF1000644. 18 A Okay. 19 Q Do you agree that this is the James Industry 20 pro forma invoice for container number 7? 21 A Appears to be so, yes. 22 Q Is that your signature at the bottom? PLAN. El.. DEPD&.. 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 20 of 25 .Transcthpt of Paul.,V.. .Palitti Conducted on March21, 2017 185 1 A Yes, itis. 1 2 Q And is the product that's identified as 2 3 being ordered there the same product that was 3 4 identified in the purchase order LTFI12191 -- 4 5 LTFI14-12191? 5 6 AYes. 6 7 Q Did Aura Light or -- 7 8 A You know what, I may be wrong on that prior 8 9 statement, the 18 and the 22 watt drivers. I'm 9 10 really not sure. There was one of changed product 10 11 that the 18 watt was the same as the 22 watt, and I 11 12 can't really say for sure on this, so... 12 13 Q Okay. Actually looking at that same 13 14 document though LTF1000642 -- . 14 15 A Yes. 15 16 Q -- you see the handwritten note here. Do 16 17 you agree that it indicates receipt of $193,955 17 18 worth of product? It would be the second page in 18 l9thispacket. 19 20 A Yes. We looked at that. Yes. 20 21 Q Do you agree that Aura Light and/or Aura -- 21 22 I'm sorry -- LTF International or LTF Lighting 22 186 1 received the product ordered as identified here in 2 the purchase orders and pro forma invoice for 3 container number 7? 4 AIdo. 5 Q And did LTF International or LTF Lighting 6 pay for that product? 7 A I can't answer that. I'll have to refer to 8 my bookkeeping department. 9 Q Okay. 10 (Palitti Deposition Exhibit 26 was marked 11 for identification and is attached to the 12 transcript.) 13 Q Okay. Looking at Exhibit 26 do you agree 14 th first page here is a purchase order LTFI14-12 192 15 revised? 16 A Yes. 17 Q Do you agree that this is for container 18 number 8? 19 A I don't see where it states that. 20 Q Okay. Do you agree right under the LTF 21 International LLC address that it says James 22 Industry ordered container 8 FOB China? 47 (185 to 188) 187 A Yeah. It's just difficult to make that out. Q Let me see if we have a clearer copy. MR. STURTZ: It's another copy but exactly. Q Yeah. Okay. I don't -- yeah, it's not necessarily any better, but LTF1000652 is another copy of that same document. Actually I think the first is probably clearer. A You're right, but it does have number 8 marked on top. Q Yes. A And this looks like Cheryl Hensley's writing, so I'm not going to dispute. I'm going to agree. Q And do you agree that the total -- again, I think the first page may be clearer, but the total stated here is $155,250? A Ido see that. Q Okay. Why don't we flip to LTFIOO7 180. A Okay. Q Okay. Do you agree that this is James Industry Group pro forma invoice for container 1 number 8? 2 AIdo. 3 Q Okay. And is that your signature at the 4 bottom? 5 A Itis. 6 Q And you agree that's for 27,000 pieces of 7 thepro duct identified there? 8 AIdo. 9 Q Okay. I'll turn to the next page here. Do 10 you agree that this is Aura Light invoice 6054 for 11 container number 8 part 2? 12 AIdo. 13 Q Okay. Do you see that it corresponds to 14 LTFI14-12202? 15 A Not here. 16 Q Well, if you look on LTF1000659, do you 17 agree that the P0 number stated there is what I just 18 read? 19 A Yes. 20 Q Okay. And that the total invoiced amount is 21 $86,250? 22 A Yes. PLL4INET.. DEPQS,.... 888.433.3767 WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 21 of 25 TranscriptofPaul V Palitti Conduqted on March 21, 2017 1 Q And if we turn the page, do you agree that 2 this is the corresponding purchase order for 3 LTFI15-12200? 4 AYes. 5 Q Container 8, part2; correct? 6 A Correct. 7 Q And the total amount there is $86,250? 8 A Before correction, yes. 9 Q Okay. And do you see the handwriting on 10 this document? 11 AIdo. 12 Q And do you recognize that? 13 A I do. It looks like Cheryl Hensley. 14 Q Okay. Do you see the note -- do you agree 15 that it reflects that, received as 22 watt drivers. 16 Do you agree that's what it states? 17 A Ido, yes. 18 Q Okay, Page - okay. Let's look at 19 LTF1000663. 20 A Okay. 21 Q Do you agree this is a James Industry pro 22 forma invoice for container 8 part 2? 1 AYes. 2 Q Okay. And the product identified there, is 3 that the same product identified in the purchase 4 order LTFI15-12202? 5 AYes. 6 Q Okay. 7 A In the original purchase order, yes. 8 Q Okay. If we turn to the next page in this 9 packet, LTFI00064, do you agree this is an e-mail 10 dated March 13, 2015, from Michele Ardilesi to 11 Cheryl Hensley forwarding purchase order from 12 container 8 FOB China part 2? 13 AIdo. 14 Q Okay. And do you recognize the following 15 three pages LTF1000665 through 667? 16 Aldonot. 17 Q Okay. And then that brings us to 18 LTFI000651. Do you agree that this is the invoice 19 number -- wait. Did I already do this one? No -- 20 6045 for China, or container 8 part 1? 21 A Yes. 22 Q Okay. And that it corresponds to purchase .48 (189 to 19Z) 189 191 1 order LTFII4-12192? 2 AYes. 3 Q And that the total amount invoiced is 4 $155,250? 5 AYes. 6 Q Okay. And I believe the next page is 7 actually a duplicate or a clearer copy. No, it's 8 not actually. So let's take a look at this. 9 LTF1000652, do you agree that this is a copy of 10 purchase order LTFI14-12 192 revised? 11 A Yes, a very blurred version of it. 12 Q Sure. Okay. And is that your signature at 13 the bottom? 14 A Itis. 15 Q And the handwritten note on the right, does 16 that reflect that $155,250 worth of lighting product 17 was received by LTF International and LTF Lighting? 18 A Itdoes. 19 Q Okay. If we could look at LTF1000655, do 20 you recognize this document? 21 Aldonot. 22 Q Okay. And what about the next page, next 192 1 three pages? 2 Aldonot. 3 Q Okay. Do you agree that LTF International 4 and LTF Lighting received the products identified 5 here in the purchase orders and invoices for 6 container 8, part 1 and 2? 7 AIdo. 8 Q And did LTF Lighting and LTF International 9 pay for the product received in container 8, part 1 10 and2? 11 A I don't know. I would have to refer to the 12 accounting department. 13 Q Okay. 14 (Palitti Deposition Exhibit 27 was marked 15 for identification and is attached to the 16 transcript.) 17 Q Okay. If you look at Exhibit 27, do you 18 agree that this is a purchase order for container 9? 19 A That's what it says, yeah. 20 Q, Okay. If we turn to the next page, do you 21 agree that this is a James Industry pro forma 22 invoice for container 9? PLANT I. DEPOS...... 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 22 of 25 Transcriptof Paul V.Plii Conducted on March 21, 2017 193 1 AYes. 2 Q Okay. Is that your signature at the bottom? 3 Altis. 4 Q Okay. And do you see the lighting product 5 that's being ordered here? 6 AIdo. 7 Q Okay. If we turn to the next page, is that 8 the same product that's identified in LTFII5-12203? 9 A Itis. 10 Q Okay. Is that your signature on this 11 purchase order? 12 A Itis. / 13 Q Okay. And the total amount listed here is 14 283,500; correct? 15 A That is correct. 16 Q Okay. And if we turn the page to the next 17 one in this packet, you agree that this is Aura 18 Light invoice 6047? 19 AIdo. 20 Q And that it corresponds to purchase order 21 LTFI14-12194? 22 A Yes. 194 1 Q And that the total invoiced amount is 2 303,000? 3 AYes. 4 Q Okay. Did LTF Lighting and LTF 5 International receive the product identified in 6 these documents for container number 9? 7 A No, not as I'm aware of. 8 Q Did not receive it? 9 ANo. 10 Q But did you notif' Aura of that? 11 A Yes. We received, and I can't say that this 12 is container number 9, we received containers 1 13 through 8 as we just went over. Aura Light shipped 14 us an Aura branded container of two products not 15 listed as container 9 or anything. We rejected that 16 and then was shipped to us again, and we did a -- '17 warehouse personnel, a new guy, did receive it in. 18 I cannot tell you emphatically that that was 19 this container number 9, nor can I tell you if this 20 was the exact product on that particular shipment. 21 Q Okay. So it's your testimony that you do 22 not know if LTF lighting or LTF International 49 (193 to 196) 195 1 received this product? 2 A That's correct. 3 Q Do you know if LTF Lighting or LTF 4 International paid for any of this product? 5 A I can't answer that. 6 Q Where would you go to look to find out 7 whether you received this product? 8 A. With my accounting department, and Lexi 9 Lockerman, my assistant, would know. We have 10 records of it. 11 Q And have you attempted to do that? 12 A No, I have not. 13 Q Okay. 14 (Palitti Deposition Exhibit 28 was marked 15 for identification and is attached to the 16 transcript.) 17 Q Looking at Exhibit 28, do you agree that 18 this is a purchase order for container 10 FOB China? 19 A That's what it says, yes. 20 Q Okay. And if we turn to the next page, do 21 you agree that this is James Industry Company pro 22) forma invoice for container number 10? 1 AYes. 2 Q Ordering $216,000 worth of lighting products 3 from James; correct? 4 A Correct. 5 Q And is that your signature at the bottom? 6 A Itis. 7 Q Okay. And then if we turn to the next page, 8 do you agree that this is purchase order 9 LTFI15-12204? 10 A Itis. 11 Q For container number 10? 12 A Yes. 13 Q And do you agree that the lighting product 14 reflected in this purchase order is the same as that 15 in the pro forma invoice we just looked at? 16 A Itis. 17 Q And is that your signature at the bottom of 18 this page? 19 A Itis. 20 Q Reflecting $283,500 worth of material being 21 ordered? A Itis. PLANET DEP.O S...... 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 23 of 25 Jranscript.oBauiVPalitti Conducted on March 21, 2017 197 I Q Okay. Okay. And if we turn, well, let's 2 look at LTFIOO7 608, do you agree that this is 3 purchase order LTFI14-12194? 4 ,Altis. 5 Q And that this also appears to be for 6 container number 10? 7 A It does. 8 Q But with a total of $303,000? 9 AYes. 10 Q And is that your signature at the bottom? 11 Altis. 12 Q Do you know why there was, there were two 13 purchase orders for container number 10? 14 A Because one was probably adjusted. I can't 15 answer that factually. Lexi Lockerman would have 16 the details on that. It may have been at Aura's 17 request. I see -- yeah, no, I don't, I can't 18 answer. 19 Q Okay. If we turn to the next page, do you 20 agree that this is invoice number 6048 from Aura 21 Light for container number 10 corresponding to 22LTF114-12198? 1 A Yes. I'm sony. Yes. 2 Q In the amount of $303,000? 3 AYes. 4 Q Did LTF International and LTF Lighting 5 receive the material identified here in container 6 number 8? I mean -- Tm sorry -- container number 7 10? 8 ANo. 9 Q And how did you confirm this? 10 A We never received it. 11 Q What records did you consult to come to that 12 conclusion? 13 A It would be with my accounting department as 14 well as my warehouse. 15 Q Okay. And did LTF International or LTF 16 Lighting pay for the product in container number 10? 17 A If we didn't receive it, I could say the 18 answer would be no. 19 Q Okay. 20 (Palitti Deposition Exhibit 29 was marked 21 for identification and is attached to the 22 transcript.) 50 (197 to 200) 199 I Q Looking at Exhibit 29 do you agree that this 2 ispurchaseorderLTFll5-12134? 3 AYes. 4 Q Okay. For FOB California number 3? 5 AYes. 6 Q Okay. Do you agree that the total amount 7 being ordered here is $102,250? 8 AYes. 9 Q And is that your signature at the bottom? 10 AItis. 11 Q And if we look at the next page, do you 12 agree that this is a purchase order for FOB, it says 13 LA number 3? 14 A Yes. 15 Q Is that the same lighting product identified 16 in this document identified as the one the page 17 before? 18 A Yes. 19 Q If we turn to the next page, do you agree 20 that this is James Industiy Group pro forma invoice 21 for FOB California number 3? 22 A Yes. 1 Q And is that the same lighting product 2 identified in the first two pages of this exhibit? 3 A Itis. 4 Q And you agree that that amount stated is 5 84,150? 6 A Itis. 7 Q Okay. For 9,053 pieces; correct? 8 A That is correct. 9 Q Okay. And is that your signature at the 10 bottom of the page? 11 A Itis. 12 Q If we turn to the next page, do you agree 13 that this is Aura Light invoice 6051? 14 A Yes. 15 Q Forpurchase order LTFI15-12134? 16 AYes. 17 Q Foratotalamount of $102,250? 18 A Yes. 19 Q Did LTF International and LTF Lighting 20 receive the product in container FOB California 21 number 3? 22 A I can't be certain of that, but I would say 1LAiJ)1WS. 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 24 of 25 'Franscri'pt'ofPaulV.' Palitti Conducted on March 21, 2017 201 1 yes, if it is container nuniber 3, we would have. 2 Q Okay. Did LTF International or LTF Lighting 3 pay for the product in FOB California number 3? 4 A Again, you would have to refer to my 5 accounting, bookkeeping for that. 6 Q Okay. 7 (Palitti Deposition Exhibit 30 was marked 8 for identification and is attached to the 9 transcript.) 10 Q Okay. Looking at Exhibit 30 do you agree 11 the first page is purchase order LTFI14-12 172? 12 AIdo. 13 Q And that is for container air lift FOB 14 China? 15 A I don't see that on here. 16 Q Okay. Do you --just underneath LTF 17 International and the address listed there do you 18 see James Industries order air lift FOB China? 19 A Yeah. Tough to read, but yes, I do see 20 that. 21 Q Okay. And if we look on to the next page at 22 the end of this document, do you agree that it's for 1 a' total amount of $70,869? 2 AIdo. 3 Q And is that your signature at the bottom of 4 this document? 5 A Itis. 6 Q Okay. If we turn the page, do you agree 7 that this is an Aura Light purchase order for air 8 lift FOB China? 9 A Appears to be, yes. 10 Q Okay. It goes on to the next page there, so 11 then if we turn to AuraOO7 122, do you agree that 12 this is invoice 6046 for air lift FOB China? 13 A Yes. 14 Q For a total amount of $70,869? 15 A Yes. 16 Q Did LTF International and LTF Lighting 17 receive this product in air lift FOB China? 18 A Yes. 19 Q Did LTF International and LTF Lighting pay 20 Aura Light for this product? 21 A You'll have to refer to my accounting 22 department, bookkeeping. .51. (20.1, to 2.04) 203 1 (Palitti Deposition Exhibit 31 was marked 2 for identification and is attached to the 3 transcript.) 4 Q Looking at Exhibit 31 do you agree that this is purchase order LTFI15-12205? 6 AIdo. 7 Q Andthatthisisforcontainerll? 8 A I do see that. 9 Q Okay. And do you see that it's for a total 10 of $270,000? 11 AIdo. 12 Q And is that your signature at the bottom? 13 A Itis. 14 Q Okay. If you turn the page, do you agree 15 that this is an Aura Light purchase order for 16 container number 11 also for $270,000 worth of 17 lighting product? 18 AIdo. 19 Q Okay. And if we turn to the next page, do 20 you agree that this is invoice 6056 which 21 corresponds to purchase order LTFI15-12205? 22 A Yes. 204 1 Q And that the total invoiced amount is 2 $270,000? 3 AIdo. 4 Q Did LTF International and LTF Lighting 5 receive the product in container 11? 6 A I don't believe we did. 7 Q Did LTF International or LTF Lighting pay 8 for the product in container 11? 9 A If we did not receive it, we would not have 10 paid for it. 11 (Palitti Deposition Exhibit 32 was marked 12 for identification and is attached to the 13 transcript.) 14 Q And to clarify, if the product had been 15 received, then LTF International and LTF Lighting 1,6 expected to pay for it; correct? 17 A That would be correct. 18 Q Okay. 19 A LTF International would have, yes. 20 Q Okay. Looking at what we've marked as 21 Exhibit 32, do you agree that this is a purchase 22 order number 3070? PLANELDEPOS... 888.433.3767 I WWW.PLANETDEPOS.COM Case 1:15-cv-03198-GLR Document 46-3 Filed 05/05/17 Page 25 of 25 EXHIBIT C.1 Case 1:15-cv-03198-GLR Document 46-4 Filed 05/05/17 Page 1 of 4 A U R A L I G H T S A L E S Q U O T A T I O N N o C o n n J e _ i 1 0 5 T e r r n W a y , S u 1 2 0 V Z 5 2 f 3 1 2 3 O - 1 6 0 9 V S t h n M r H w y $ 2 O I F O B . O c e a n C i t y . , M D 2 1 M 2 I T E R M S R E F F E . R E N C E 4 . p P I t t y o u k r g j d , s ' y a t e c . D e m b e r i a 2 0 U W u S i j O y O U U A N T T V T _ _ _ _ _ 5 0 6 G 6 6 0 3 0 5 6 A w ' M c h e 2 5 0 . 1 . 6 7 . 1 9 5 4 T w u c t e S 7 0 9 ' 0 4 5 . 5 $ 3 0 2 5 9 0 S H a { f c o n t 7 1 . f . 2 S A w T h ? 7 0 . 7 9 $ i 0 8 6 T 1 . 2 I c D r e r P r k 1 g I I12 1 4 . 3 4 0 1 . 2 9 0 6 2 O k D o I ø t f r e q h t o r p k t a x . > u o t f o r 0 d y L v ; q w ü i o p p ( , n r f o ' t o r ' u m a l l t t h t y u o n M i v u i k u . i j i G h w i l l t r i v e n t o n p w o 8 n h s o n . l i Z M V F & k f l d . _ P 9 1 - . / ; 2 4 I V - , / : 4 7 E X H I B W I T : _ _ _ _ _ _ _ _ _ _ _ _ _ _ D A T E : J A N E T A . H A M I L T O N , R D R Case 1:15-cv-03198-GLR Document 46-4 Filed 05/05/17 Page 2 of 4 Ptc.i: Ordir r u :.( 4 -v , -/ /7 / P1nted on 2iU2O14 3:$:1 PM urc LTF1002775 Case 1:15-cv-03198-GLR Document 46-4 Filed 05/05/17 Page 3 of 4 i AURA LIGHT 150 NORTH MICHIGAN AVE. SUITE 1950 CHICAGO, IL 60601 Bill To LTF International LLC 9927 Stephen Decatur Hwy Suite F-20 Ocean City, MD 21842 Ship To LTF International LLC 12640 Sunset Avenue Ocean City, MD 21842 Invoice Date Invoice # 04/28/2015 6060 P.O. Number Terms Rep Ship Via F.O.B. Project LTFI14-12182 Net 30 04/28/2015 Quantity Item Code Description Price Each Amount 3,056 Customer Sales Aura Michelia 150 - Two Containers 119.85 366,261.60T 3,056 Customer Sales Aura Michelia 250 - Two Containers 167.19 51 0,932.64T 6,709 Customer Sales Aura Michelia 50/70 - Half Container 45.50 305,259.50T 1,528 Customer Sales Aura Therma - Half Container 70.79 108,167.12T Out-of-state sale, exempt from sales tax 0.00% 0.00 Wire Payments to: JP Morgan Chase Routing Number 071000013 Account Number 576736255 Swift Code CHASUS33 Total $1,290,620.86 EXHIBIT 1 WIT: IDATE:3, JANET A. HAMILTON, RDR. AURA008525 Case 1:15-cv-03198-GLR Document 46-4 Filed 05/05/17 Page 4 of 4 EXHIBIT C.2 Case 1:15-cv-03198-GLR Document 46-5 Filed 05/05/17 Page 1 of 4 LTF INTERNATIONAL LLC 9927 Stephen Decatur Hwy Suite F-20 Ocean City, MD 21842 Tel: 410.390.3361 Tel: 443.802.4153 Fax: 800,251.6490 oallW0watershedcos.com LIpckermanwptershedcos.cpm VENDOR: Aura Lighting Connie Jones 1005 Terminal Way Suite 120 Reno, NV 89502 312.890.1660 Date: February 18, 2015 PO#LTFI14-12184 Revised SIHP TO: LTF LIGHTING LLC 12640 Sunset Ave Ocean City, MD 21842 Tel: 410.390.3361 Tel: 443.802.4153 Fax: 800.251.6490 CONTAINER # 1 (REVISED) FOB JAMES INDUSTRIES- LOOSE I'ACK/NO PALLF.TS CONTAINER SPEC: 45' HQCHINA ChuangYe Industry Zone, XinXiBian, NluShan, LiXin, TEL: 86-13500093572 FAX: 86-76922991702DonCheng District, DongGuan, China http;//www,jpmesindustrv.cpm Email: ipmesiamesindustry.com JAMES FREIGHT TO MODEL DESCRIPTION QUANITY INDUSTRY US LTF EAST AURA SALES PRICE (I'CS) UNIT PRICE COAST TO LTF WAREHOUSE LTF-T8- 18W1200-50K-BIXX-F Frosted (Double End Power, Internal Color Temp: 5000K 16980 $9.00 $1.00 $11.50 Driver, G13, DLC, UL)LTF Label Ballast Compatible LTF-T8- 18W 1200-40K-BIXX-F Frosted (Double End Power, Internal Color Temp: 4000K 6990 $9.00 $1.00 $11.50 Driver, G13, DLC, UL)LTF Label Ballast Compatible LTF-T8-15W1200-50K BIXX(Two Frosted Ended Power, Internal Driver, Color Temp; 5000K 3030 $8.50 $1.00 $11.00 G13,DLC,, +UL)LTF Label Ballast Compatible TOTALS: 27,000 $241,485.00 $27,000.00 $308,985.00 WIT: DATE: c21o2011 JANET A. HAMILTON, RDR AURA0005I 9 Case 1:15-cv-03198-GLR Document 46-5 Filed 05/05/17 Page 2 of 4 c;;. C, S IN 1 ., ')r::;::. O&) 1 :L :i.? i h ,.;':: :tX'< I) I I.II.)!.7'' ii1..". i::.I.i'h IlLS: u '!122. i4 E.r: l:::;..i I.', I ', 1 II. lN: /.(;Z.O a: i/1i) , / . t"S S I I!" ?,hk T?1 F.4 .(: .. U LTF 1002819 Case 1:15-cv-03198-GLR Document 46-5 Filed 05/05/17 Page 3 of 4 AURA EJGHT 150 NORTH MICHIGAN AVE. SUITE 1950 CIflCAGO.FL 60601 Jnvoce Date Irivoice# 01 /3W20 5 6035 Ship To LIP international LLC 12610 Sunset :\venue Ocean City. MD 211142 fReP 41 Ship Via F.O B. Prect LTF1I4.12184 ei 30 01/1012015 Quantity 11am Code Description Price Each Amount 35.520 usrnmer Sales LED Dl Tubes 7.87627 279.765.001 / Lot Fricing / Handling Shipping Charge to Lii 29,22.0G 29,220.001 Out-of-state sale, exempt froni.saies tax (t.00% 0.00 Wire Payments to; .IP Morgan Chase Routing Number 0710000 3 Aeccumt Number 576736255 Swift Code Ci-IIASIiS33 Tota LTF1002818 Case 1:15-cv-03198-GLR Document 46-5 Filed 05/05/17 Page 4 of 4 EXHIBIT C.3 Case 1:15-cv-03198-GLR Document 46-6 Filed 05/05/17 Page 1 of 3 AURA LIGHT 150 NORTH MICHIGAN AVE. SUITE 1950 CHICAGO, IL 60601 Bifi To LIT thtemational LLC 9927 Stephen Decatur Hwy Suite F-20 Ocean City. MD 2 i842 hivore Date lnvotce # 01,'30/2015 6036 Ship To LIT International LLC 1 ).64t1 Sunset AVCOUC Ocean City, MD 21842 P 0 Nurnhtr Terms 4 ROPJ Siip FOB Project LTFI14- 21 $5 J Net 30 0113(1/2015 Quantity tern Code Description Price Each Amount. 35.760 Customer Sales LEt) [8 tubes 7.63423 273000,001 Lot Pricing Uttudling Shipping Charge to LII" 2L360.00 2L360.0OT Out-of-state sale. exempt from sales tax 0(10% (1.00 Virc Payrnetits to: .IP Mors.an Chase Routing Numhet 07:11)00013 AcenuniNumber 576736255 Swill Code CUASUS3I _____ .IIIJIE WIT: IaA DATE O LTF1000678 JANET A. HAMILTON RDR Case 1:15-cv-03198-GLR Document 46-6 Filed 05/05/17 Page 2 of 3 / l tATT.OML. UC. 321 St'phen Dctur Hwy Si3t F-2C Oc Ctc MD 2i42 T %1O..Z9),336j 1' 152. ,F13x: 33L549O VENDOR: Ara Uiitin Connie jones iOt)S Ter;3 Wy 3V lO 36E CONTA1N.& 2OEVSED) FOB JAMPS tNDRILS ChurqYe 3nthistcy Zcr'.e, X3r)(1En, Nu.Shan. L1X3r,, Dorlim9 trit, 3a3iqGJ, Churn MOI) ste: FthrLry , 2)tS PO#LTfl4.12185 t*3Od IflP T4D LTF IXGHflHG L3.0 ?64O .9urt. Av Oceafl C:ft'y, M 2164Z TJ: 4iO.33363. r3: 483)24153 F 81L2S1 .649Y EC: 4O HQ TEL.:.. 86'135003)95fl 72c172 Erna3J: FRE3G3t1' TO QuANrr USLr1; 1MI .AURA.S)tUs /tTFT8-'i5Wl2OO5DK-&XX'F Frosted . . V 3)GJb3t E.nd Powe, 1ntrre Coct T*rnp 53(}(3K E3F ,rJrver; (;33,. DLC LL)LTF ABE3. {1)øube Lr P)r 1ttern3 Coo TeaV) 4B1O( 53)3) ' rtr, G13, DLC UL)LIF / CTF-T33$ W:G334EONT-F DLCUL)tflLAL O*,1p: 4OCW 2MQ WITh . 38 at nvr ?. " S.28I ' 3 t fLTWi2O5OK-BOW3-F F d O,Ior3e rp SO3)OY 3B6 ac1LCUL)L1(-L&Jki WlTh Lfl1MTT .5283) INCUJDE1) /tic1315W2OO43)F8ONTF 3, sted(Doub1Du wer Lxterr :BF.. et 4rJ3)3)3 $2 $L Di wnn av L33:i815WA(T .. 42840 :s/ / / / : ,,', (j / -/ If $300 D3CLUDEY NCLU3)E1) NCJ3)Et? ;27O00cfr0 $24 360 00 ' .... .) ..$J3J; LTF 1000679 Case 1:15-cv-03198-GLR Document 46-6 Filed 05/05/17 Page 3 of 3 EXHIBIT C.4 Case 1:15-cv-03198-GLR Document 46-7 Filed 05/05/17 Page 1 of 3 / AURA LiGHT 150 NORTH MICHIGAN AVE. SUITE 1 950 CFHCAGO. IL 60601 Bill To LIE international LL( 9927 Stephen Decatur I'lwy Suite F-2.0 Ocean City, MD 211142 Ship To LIi irnernano LLC 12640 Sunsi. Avenue. Ocean City, MD2 I 1142 hiv.oice Date lnvoce # 10/30/2015 6037 P.O. Number Terrn Re Ship Via FOB,. Project LTh'114-121 86 Net 30 01130/2015 Quantity Item Code Descopticin Price Each Amouht 31.000 Customer Sales LED T81uhes 4.625 l38,7.o,0o'r Lot Pricing I laud tu hppmg Charges to I I 30 000 00 0 001) 001 Out-ofstate sale, exempt from sales. las 0,1)0% 0.00 Virc Inyments to: .1 P Morgan Chase Routing Number 0710000.13 Account Nuniber 576136255 Swift Code CHASUS33 DATE:3 1 JANET A. HAMILTON, RDR J LTFI00069I Case 1:15-cv-03198-GLR Document 46-7 Filed 05/05/17 Page 2 of 3 :N.'k .iO;'f,s w, .:: .':!:: C'1., ( 4Y14Q c: :;r 7.O LLC; l) >. :; y5 : r SQ S. / $4 / i ..i g,ci, 4 A ir / iIf L Xt 17 IL S ..: ... . ø / / a2 /.C;'. içO/ :73 E4Ci I) ,5:. LTF 1000692 Case 1:15-cv-03198-GLR Document 46-7 Filed 05/05/17 Page 3 of 3 EXHIBIT C.5 Case 1:15-cv-03198-GLR Document 46-8 Filed 05/05/17 Page 1 of 3 AUkALT 1O \ORTt MICHICAN AVE SIThT 95O CHCA(X), L 60601 iH T LTT thf am8i LLC 927 Stpho Decattu fiwy Suite F.20 Ocea City. MD 2 .842 :1 r nvo Ice teJnvc# - Po.w'r R.p 1Projeot LTFU442Jgg Nf 30 02/27120J5 Qw3nUty Item Code rico Eaoh Amount $0$00 Cusom SIes LED Tubes U3333 Lot Pio ti rn3og 13ppw Ca J 40 ue JO +0 OOT Out fstte ik, exempt from saIe !ax 0.00% 0.00 Wke Paymoots 10; iF Morgan Cha RootiogNomber 4)71000013 Acoun Number 7673625. SwiO Code CH.4:5US33 - .. _Jjta250.0ov' NETRDRI LTF 1000706 Case 1:15-cv-03198-GLR Document 46-8 Filed 05/05/17 Page 2 of 3 LTF INTERNATIONAL LLC 9927 Stephen Decatur Hwy Suite F-20 Ocean City, MD 21842 Tel: 410.390.3361 Tel: 443.802.4153 Fax: 800.251.6490 PPalIttlwatershedcos.com LLockermanwatershedcos.com VENDOR: Aura Ughting Connie Jones 1005 TermInal Way SuIte 120 Reno, NV 89502 312.890.1660 CONTAINER 04 FOB JAMES INDUSTRIES-CHINA Chuangve Industry Zone, XInXIBian, NluShan, LIX1n, DonCheng District, DongGuan, China http://www.iamesindustrv.com MODEL LTF-T8- 15W1200-50K-BIXX-F (Two End Power, Internal Driver, G13, DLC, UI) LTF LABEL LTF-T8-15W600-SOK-BIXX-F (Double End Power, Internal Driver, G13, DLC, UL)LTF LABEL LTF-T8-15W600-40K-BIXX-F (Double End Power, Internal Driver, G13, DLC, UL)LTF LABEL TOTALS DESCRIPTION Date: February 27, 2015 PO#LTFI14-12189 Revised SHIP TO: (SF LIGHTING LLC 12640 Sunset Ave Ocean City, MD 21842 Tel: 410.390.3361 Tel: 443.802.4153 Fax: 800.251.6490 CONTAINER SPEC: 4ff HQ TEL: 86-13500093572 FAX: 86-76922991702 Email: iames@jameslndustrv.com JAMES FREIGHT TO QUANITY US LIP EAST AURA SALES INDUSTRY (I'rn COAST PRICE TO LTFUNIT PRICE WAREHOUSE Frosted Color Temp: 5000K 13,500 Frosted Color Temp: 5000K 18,000 Frosted Color Temp: 4000K 9,000 $8.00 1.00 $10.50 $7.00 57.00 $1.00 $9.50 $1.00 $9.50 40,500 $297,000.00 $40,500.00 $398,250.00 AU RAO 00893 Case 1:15-cv-03198-GLR Document 46-8 Filed 05/05/17 Page 3 of 3 EXHIBIT C.6 Case 1:15-cv-03198-GLR Document 46-9 Filed 05/05/17 Page 1 of 3 r AURA UGHI 130 NOR'f'H MICFilGANAVE. SUITE CH1CAGO IL 60601 LiTh4-2 190 Nt30 Quantity Item Code ??000 Cus ner SppIg Rep . ip 02/27/2013 Oescripton tEl) 'r Tubtt Lt Priciug Slsipping C bges to LTF Outof.te . oxemp from sei ;t 2 Wire PayrIutu u. JP Chi acithg £'tu3rbe .O? 900013 Acc4lunt Number 773625 Swift Ccid HSJS3 1rwoce Dte flV:CC # 02127/2.OJS 04 F,O.E. Projeot Price Eaoh Amount 9SO 256.0OO'Yf 21.000,00 27G00.00T ;"" / EXHIBIT 3 WIT: ___________ DATE:,o2( 2o' JANET A. HAMILTON, ADA LTF 1002779 Case 1:15-cv-03198-GLR Document 46-9 Filed 05/05/17 Page 2 of 3 27. 2015 POL4.t9) r.ied LTF W i rc c:rc iic 9927 St' wr w $:t' 140 5s A 20 :i0J rm Wy C)ce &iy, r 21842 lID 2142 8tE ;2 i; 4l0.lQ0 32.1 410.3!.33j iv$02 Te': 4.8O4l.13 T 43 3 .390.lr6O 1.3s.. 002SLf490 J.)1 jAii9 -iM;T'liN. CXN1,Ni IjiC: .W iIQ ;> I. t I) ' ( \s1 ' \N "1'. ' LT-T1SWi0-XX.i 'ile4: r: (; E;l t:cl O;':.(f.q'. C:res. 5000K I00 $1.00 $1.0 .M3 or, LC, UI.)..TF l21.i. LTT6-15wl200-.o.nxx' lit:1.: st0 . (1'cc 1.tci :ni.e; 0c:r C0r 1;400(.W. 11t00 1.00 GIl D.C. i0,UoO.0Q 2000.00 / I. ...;3.;;.w. / / ..../ /rp' 2 / LTFIOO7I 89 Case 1:15-cv-03198-GLR Document 46-9 Filed 05/05/17 Page 3 of 3 EXHIBIT C.7 Case 1:15-cv-03198-GLR Document 46-10 Filed 05/05/17 Page 1 of 3 AURA LIGHT 50 NORTH. MICHIGAN AVE. SUITE .1950 CHCAGO 6060:1 B10 LT} Ietw3aI LLC 99 peaur }.{wy SLde F20 Oem City. ifl) 21 M2 hivoce Date 02/27/20 6043 iITT1JTII4: iir: F.OM. ____________ 1......... __________ Q.rty lUr Code tch Amour3t 2.700 Custonir Saks UD 18 Tubes 000{3 V000Q0OT Laiiricng Skdppng Sippth8 Cirs to LIF 27,000,00 2i000,00T Oott so, exrnn rnslel : 000% Wire Piyzrin1 .TP Mptgth Chase Routing twnbe 07 0&}1.3. Accouttt Nn 5767025S Swift Code .CHAS0S33 __ _ 11_ ___ EXHIBIT_______ . WIT: if DATE: LTF 1000635 JANET A. HAMILTON, ROR Case 1:15-cv-03198-GLR Document 46-10 Filed 05/05/17 Page 2 of 3 ;fl \.. .: ii; I:.:;: L - / LTF 1000636 Case 1:15-cv-03198-GLR Document 46-10 Filed 05/05/17 Page 3 of 3 EXHIBIT C.8 Case 1:15-cv-03198-GLR Document 46-11 Filed 05/05/17 Page 1 of 3 :: AURA LiGHT 50 NORfH 4CH1C'AN A\'I. S1IYE .95O CHICAGO, IL 606O LLC 9V Sepheo 1)ur Hwy Suite ?2O Oee3n MD242 -'1 nvoce Invoc 1. . - - I4I21QiN'O7/?J 0 ___ Quantity item Code Desedptior Price Eeh Amount 337O Customer Sscs TED TB Tubes 479929 T2OOOT T Itiemg Thippng SfdpTag Cres to LTF 16,t9QS)Oi' Outofstate sde, eeni frorutsiesta 0.00% 0.00 WIre Paymesto: JPMotgmCbse. Rotu Nuxnbr OTT0000U AouinNuber 73525 SwUi Code HSUS3- Tota s-poo- fl?) LTFI000641 Case 1:15-cv-03198-GLR Document 46-11 Filed 05/05/17 Page 2 of 3 _$.. i 1t:; 7 2GI O.TF4-K. 'II):: - -:-i-- --:.o :.;; -- - . c:. .-\rj (.)J C}1; Ii S )( ) I I '- :-. ....,; -.. S.-S S-.T. ( S ... I .e i S 5,5 -' S SH- I i)I LTF 1000642 Case 1:15-cv-03198-GLR Document 46-11 Filed 05/05/17 Page 3 of 3 EXHIBIT C.9 Case 1:15-cv-03198-GLR Document 46-12 Filed 05/05/17 Page 1 of 3 ririr 50 NORTh MiCHiGAN AVE. SLHTE 90 CUJCAGO. L 6060. ..t /. nvoce trc i1 P befl 1h31__v Th T 22NO LJL L Qiaritty tm Code Dsciptiofl Pre Ech ,fslor 25 L.t Pithg Shpiu S.hippgLTF sa. exerrpt fl) S.$I 090% 000 1, 1 Wire Py3r,mJe 3? Morn Chc Rouii Nuftber 07100003. Accot Nurber 7362 Svth Cve OASUS33 / LTF 1000651 Case 1:15-cv-03198-GLR Document 46-12 Filed 05/05/17 Page 2 of 3 1iRi&TLONc. U.0 9927 . Dtu Hw 8u:.e -2Q P40 2842 T 40.1103361 TP4 413 .80..4 153 Fax. 900.151 9490 V12Nr4C;7: Au.' I 10 9V 99502 1N1:1i$):)4 s.0g328x xr;N 8 TO}3 C.HINA 8: k.8x2 Zr%, JI$fl ::4f Cic. C:a 1:0 5CR 7-TP6W200--S<.Sl'1-P :-: c::::valv. Ext::11 Cc:-s 5060K :o.c. 1/;&.t. LiP- 16Wll ,v:p TQT4LI POLT114 2192 f&ei 91-118 T iF: 3.i( 188 1G U-C 12940 Su.'e cac' Ccly. 21842 41.0.390.3361 Ti: $.5O2813 Fax: 80025 (NIA1NSR s'iic f HQ 7811 99t350009351'2 89K: 9P6922991262 1:' I I .1 LR-A1'5 (1 R t 41 I \LI: .1508 :59.00 :.60 91.1.50 0103.00984 Ni18i 22,0880 '812.L,SW.3.8.40 1500.00 93 55,750 00 - ,1 - -',-, - - DATE: JANET A. HAMILTON, ROR LTFIOO71 78 Case 1:15-cv-03198-GLR Document 46-12 Filed 05/05/17 Page 3 of 3 EXHIBIT C.1O Case 1:15-cv-03198-GLR Document 46-13 Filed 05/05/17 Page 1 of 3 Case 1:15-cv-03200-RDB Document 1-2 Filed 10/20/15 Page 10 of 17 Invoice AURA LiGHT Date invs/ 150 NORTH MCHIGAt1 AVg. SUJTB 1950 3/4/2015 6047 CHCAGO IL 60601 -: Bit To LTF tenmtioual LLC 9927 Stephen Decatur Hwy Suite 2-20 Ocean City, MD 21842 Ship To J.TF International LLC 12640 Sunset Avenue Ocean City, MD 21 842 P.O. Number J Terms Ship Via - FOB. Prajeot LTPII4-12194 Net 30 314/2015 Quentity toni code Description Price Each Amount 42,000 oirierSalea LBDT8 Thbe 664286 279,000.00T Let Pricing Shipping Shipping Charges to LTP 24,000.00 24,000.00T Out-of-state sate, Ottmpt from sales tax 0.00% 0.00 \Vire Payments to: it' Morgan Chase Routing Number 071 000013 Account Number 576736255 Swift Code CH/sSOSI3 [Tota so,000,00 Case 1:15-cv-03198-GLR Document 46-13 Filed 05/05/17 Page 2 of 3 D: 3r 14, 2Y1 S iCAL t<; 5jr TO U(';G LLC X27 S.upher; Ot;jr Hw Cc .2<4D SuL ft 4142 c;'r t) 2:t42 4 ç v S12 Te: 44G2 415.4 l: 43.2 4:t53 A:Mi; 1?j3 OEE? (O dJJNR O1 CHINA LOO P/Ci/NOLLr1S XTA1N31 C1' Cu:Y dutry ir,X1rX}. 14 :.. c J. ._ ., 9i ;'02 fl: .t1J(,3J iN3rt J) AF:CL I1:tO :>2.X LTF 1006224 Case 1:15-cv-03198-GLR Document 46-13 Filed 05/05/17 Page 3 of 3 EXHIBIT C.11 Case 1:15-cv-03198-GLR Document 46-14 Filed 05/05/17 Page 1 of 3 Case 1:15-cv03200-RDB Document 1-2 Filed 10/20/15 Page 11 of 17 i'" AU RA LiGHT 150 NORTH I1IC1-1IGAN AVE. SUITE 1950 CHICAGO, IL 60601 Bill To LIP Intemational LLC 9927 Stephen Docatur fty Suite P-20 Ocean City, MD 21842 P.O. Number Terms Rep ShIp 1 Via LTPII4-12I98 Net 30 03/04/2015 Quantity Item Code Description 42,000 Customer Snies LD 18 Tubes Lot Pricing Shipping Shipping Charges to L'I7 Out-of-stale sale, exempt from saics tax Wire Payments to iP Morgasi Chase Routing Number 071000013 Account Number 576736235 Swift Code C1'LASUS33 Invoice Dale lnvoleo# 03/04/1015 6048 Ship To LIP International LLC 12610 Stinset A'enire Ocean City MD 7184 F.O,D. I Project Price Each Amount 6.64286 279,000.001' 24,000.00 2.4,000.001' 0.00% 0.00 Total $303,000.00 Case 1:15-cv-03198-GLR Document 46-14 Filed 05/05/17 Page 2 of 3 L.T LiRA O>A. 9Smen 3£ C>.z'.: M; 2, PiTFi.5 £ 3flV'3 $n5. w r:.y, 4D 2iiW.2 T 44S.2.4i% ,?: £C..% .j.i49C. INL;L iRU- FC)}.{ C.-}1N A. XJTAIN S:C: 45' HQ : / $. £,Mu'- '.. U I (oubIe P, Tti; >rver, Qd3, £)LC, W. MRA Co Temp: YiXK LX AUiJ ATiC.L II1 /3 lc J;: A3A ARi1CU .2OiXi3)O 33&O3Y3 4__'' /' LTF 1006222 Case 1:15-cv-03198-GLR Document 46-14 Filed 05/05/17 Page 3 of 3 EXHIBIT C.12 Case 1:15-cv-03198-GLR Document 46-15 Filed 05/05/17 Page 1 of 3 AURA LIGHT 150 NORTH MICHIGAN AVE. SUITE 1950 CHICAGO, IL 60601 BID To LTF' International LLC 9927 Stephen Decatur Hy Suite F-20 Ocean City, MD 21842 invoice rDate lnvoice# 03/09/2015 6051 Ship To LTF International LLC 12640 Sunset Avenue Ocean City, MD 21842 P.O. Number Terms Rep Ship Via F.O.B. Project LTFII5-12134 Net 30 02/26/2015 Quantity Item Code Description Price Each Amount 3,650 CustornerSales ZY-T8-1$W1200-40K-Bins-F 11.00 40,I50.00T 1,250 CustonierSales ZY-T8-22\V1200-5OK-Bins-1 11.50 14,375.00T 4,150 Customer Sales ZY-T8-1 8\V1200-40K-Bjxx-P 11.50 47,725.00T Out-of-state sale, exempt from sales tax 0.00% 0.00 Wire Payments to: JP Morgan Chase Total $102,250.00 AURAOO7I23 Case 1:15-cv-03198-GLR Document 46-15 Filed 05/05/17 Page 2 of 3 ERIAi.OIA!. 1J.0 St: ctur jE: F M> 21647. Fth F<: OU$i,644O ?sur 1kte 1713 'J 6S)7 :I7J111I) 3.113 OJIe: Mrc:I 3.2Oi -iM- TO-. Lri LIj1. LLC 17640 Sr 've :e.1 (ly, O 1347 41.1) 3I)O.32G I;I: 4O21 F,c: I3Xi.1L(40 .1 MJ3 lNI7f113:3 FO CALUOR.N.IA #3 0 U-' th:' u5I, Tel.- I 33S72 FAX: 676)23.7I)(,c"1C: L.:-:x:,:., U I11I13C:iIX 1: ... A?13b 1 I I .S SAY F< 1 I II 31.. lOW 320O..001..6:lO.-F p. C13>: ?rY: 4O0)K 36513 I0.0O ;.5l) 13r. 633_ I7.IOC. 13I 0-. m31 Y:7:lt-,Y S0O13 3.256 50 56 . $.t I..5Y . (11.3 7Y.TP,. I$W121:6-401<-6LXX'E 113'd lt,:'r.& C:.yp. ., 13 :.S13 61.3.56 13:-l-,'-, $3.% 1_3:( 13L1 '4,1JO.00 45;!I,OC IIO(J 7 ....Y / // < ; // :/ ./ EXHIBIT 0? WIT: DATE: .3 ,7/&oJ'7 JANET A. HAMILTON, ROR LTF 1007012 Case 1:15-cv-03198-GLR Document 46-15 Filed 05/05/17 Page 3 of 3 EXHIBIT C.13 Case 1:15-cv-03198-GLR Document 46-16 Filed 05/05/17 Page 1 of 3 AURA LiGHT 5:0 NORT1 MTCIUOAN AYE. 1Ufl'E 1950 C..HCACrO, IL 60601 Ii ..i. <.( / ''. ,..1 frwoce J Oate _______ 6053 P C) Numb J TfrnFrT Va I FOrD Projeot Outrttv tn r,ipt on r Fth Amoult 7500 C'sorn I IW 2O0 30K 04T çio L 1 Pn trr 6 23000 i:'Oi3DLC1UL.) 500 cjoiicrSales LTF- 000. 0(JQT $r frwn ex We 'I3eflt SP Mgan Ch ingN.athbr O71OOOO 3 u,nNuinber &736255 Swift Code CHASIJS33 EXHIBIT & / WIT:___________ DATE _________ JANET A HAMILTON, ROR LTF 1000698 Case 1:15-cv-03198-GLR Document 46-16 Filed 05/05/17 Page 2 of 3 LTI' INTERNATIONAL LLC 9927 Stephen 0ecahr Hy $iite F20 Ocean' CN.y', MD 2i84 Tel: 41.O,390.'3'38j. Tel: 443802.4F53 Fax: O0.?5i 6490 VENDOR: Aura Ughung: Connie ion lOOSTenninal Way SuIte .120 Rërio NV 9S02 312.89.0.1660 Det March I, o1 Sill? TO: I.TF lIGHTiNG LLi' 12640 58ns Ave Ocean City, MD' 21:84 Tel: '110.390 3'l Tel: 443;0Z,4l53 Fax; 800.251.6490 X%rr 'U',)] U( )i AM S i"iD(Si R1I 8-(1 1IQ1 I'AR 1' ( N' i'J, ric 45' IIQ LXI liEu 3.Q009.5?2 FAX 136 /6922991/02 hft/jwww.emesindurv.cogj Email: jirneiridu, l'l'K(lr 'ft.) '1' DIT )f',( op OLi.Nfl 1JS11 F I \UR \,;l;0$ PoJr WW)t.IS1 LTF- 8- lOW 1200 50K-8ON N,ter'tei Fi'osteO (Two F.nd Power, Lx'ernal Driver, Color Temp:S000K 7,500 $9.00 $1.00 $11.50 (313, OLC1, Ui.) 1 500 INCLUDLD INC.UDlD INC1 UDED TOTALS L. 15OQ0 $67500 ( $7;SQO0 ....... 50,00 4....................................... .7 7 LTFI000S9O Case 1:15-cv-03198-GLR Document 46-16 Filed 05/05/17 Page 3 of 3 EXHIBIT C.14 Case 1:15-cv-03198-GLR Document 46-17 Filed 05/05/17 Page 1 of 4 1 .AUF.A LIGHT 150 NORTH MICHIGAN AVE. SUITE 1950 CHICAGO, IL 60601 Bill To LTF International LLC 9927 Stephen Decatur Hwy Suite F-20 Ocean City, MD 21842 Ship To LTF International LLC 12640 Sunset Avenue Ocean City, MD 21842 Invoice Date Invoice # 02/27/2015 6046] P.O. Number Terms Rep Ship Via F.O.B. Project AIrIIftFOB China Net 30 02/27/2015 Quantity Item Code Description Price Each Amount 7,265 Customer Sales LED 18 Tubes Lot Price Out-of-state sale, exempt from sales tax 9.75485 0.00% 70,869.001 0.00 \Vire Payments to: JP Morgan Chase Total S70,869.00 AURAOO7I 22 Case 1:15-cv-03198-GLR Document 46-17 Filed 05/05/17 Page 2 of 4 .T T&T3'.L U.0 C&.t;: Iwy 2( )c7n ('t. ND ;. .E. ZSa.6O VJN1A.fl: S;: .tLC NV2 Q'.L POLTFI14 .2fl'2 1.): 1.1 .iCNG LIC I 14( At D 2u<12 1 T: 44:I.Ul2 4: DI2C i. i>.: I)zOIW. AflLi1'1 ot CUNA 2OIO Y2)cz. ?\ / /emrr JK. ; & ,.. \C ..)&R': ). C,) i:Ni1 L D' r}. 31 Er by)y. ..'. /. '3O (.i. LC, iL) L.rr 1 ç ' $ O.0 GI. DL(.), 3L LT . . 4fX.X4 . ..T.&VtIOD- ' { k t 1 i b&L / Frr' .IOK 17.') Drytr. (flJ. DC.. UI.; .40K .i' .. P>':o', . Cor Tip: 4)iOY )D i.iI Cii., i)LC, UL) LVI AIiL. I. 1T9 I.?W120J 3SKDO(4 F.': . , I. ', trai. Corip: $i):), U.1... Q_(., UL LVL't/IiI. . i. ' -,)Y ' -i d PG.et, trm c; Th'rnp: D0UK 45.') ).O0 Dn'r. 1i, iC, Ir.) :1?' LT'T8iGWbL)'40iXX"F ()c:I ('fl ni( 'L' 40 30 7 -80 :t 3. Z.0 U L'l IM?II. I. 'yI:.. ..'31,/'.W:. Q.t' p.,, ;bi E'i Cur''. :mooK. IiI- !.L00 ': D. C:'irTm; 3)D(ii( 30 /,tXI C3 x.C. )..) LTI 3.A L''':-1Uw?0o.)< I.iX>' Pcr' rfl.ii to imp: 5000K 120 $i 0.50 Crer, t:. ox;, UI.) L' LAIIIIL. . ,., " 0" A' " (Do:ii.' Er t:a $.00 '3. 00 DLC, UL) I.F I.J1EI. Ifl IDATE: 3c2i'OLc/ JANET A. HAMILTON, RDR LTFIOO71 17 Case 1:15-cv-03198-GLR Document 46-17 Filed 05/05/17 Page 3 of 4 .':J hi :p: 4000< 150 59.U0 f U Q:O rrna Ccr iO:)OK .11) 5 ic. 50 Cr L3.c C. th..) LiLAB5L. 1rr P:rir, r.ior T.',p; St)OOK 30 sS.00 r l 1. U. Ti-T i.0r00Kl4S-1 .rrr Pirr Cd rr 000:< .s . :o 0 - i>: .J::0 st:-d 1n 0oir, i.trrr Cco- mp: 50)CH1. 500 56.00 t L T. i:' /4tK-. C0( 4000< 75 $7.500L"$C. fr.i Prr. trrrv C'1: Temp: 50 SiiLOO 511.50 .n c . LJL 200 0i1iXX-'P LL - ' I 0.111. UL/'0EI. 7,265 559,71.50 - / / - /p / ' T> (" : LIE 1Q07 118 Case 1:15-cv-03198-GLR Document 46-17 Filed 05/05/17 Page 4 of 4 EXHIBIT C.15 Case 1:15-cv-03198-GLR Document 46-18 Filed 05/05/17 Page 1 of 3 AURA LIGHT I 50.NORTH M1CfITGAN AV& SUITE 1950 CHICAGO, IL 60601 9 . hivoce njce 03!tiii0i5 6054 . r P.O. Ncuibr Thmi Rep Siip I EQ . Pr*c: .- ________________ I Item Cd'T Description Price Eacr Arneunt / 3r0l) (tctomct Sedt. Li l 1 W1'0'I 0k f.3O"fl F (Lc.'ubk Lici Pover r' 1150 6 '50 001 DrivsO 3,t)LC, UL,LTF LABFL f J LTFI8WAITDR1VERS iIOO 0.001 Ccinier#S,l'art2 0dsze xnipt froxi 1e tax 0.00%. (0 Wü iaynts to JP Morgan Chase. Rcuting Nuinbar 071000013: Acowl Ntmber p6.136253 Swifl Coda CHASUS33 rTota ... . ______ LTF 1000659 Case 1:15-cv-03198-GLR Document 46-18 Filed 05/05/17 Page 2 of 3 .;.7 fI A fl ' '- "- ide Mich 13 20i5 - - PO#LTFL15-.12202 1014TA.NFR #8 FOB CH1NAPA1T LTF 1TRNAT1ONAI LLC VI14DO8: Aura Ligtrig SHiP TO: [IF LIGHTING LLC 9927 SLephen Decatur 1-iwy Connie Jones 12640 Sunset Ave Suite F20 1005 1rminai Way Ocean City, M 21842 Ocean City, MD 21842 SuIte 120 Tel: 410.390.3361 Tel: 410.390.3361 Renc, NV 89502 Tel: 443.802.4153. Tel: 443.802.4153 312.890.1660 Fax: 800.251 6490 Fax: 800.251.6490 i c L5ikISJMt'lC(J'11 IlH b O3 (JIINA PART 2 ()M ?.INI P '& 10 h' LIXII TEl 86 FAX 86 76922991702.35O00935i2 h1tp.:JJwIaine1aclu$.tri&9m Email: jaamesndustjjj f 'tll [II IC' M(YC'J1. DJIFCFIPIIOPJ QTLIi<1r l\T)U'TPi N / I UK\ - WA <110/ISI LTF IS IFWT200 b0K JNr I- F osted (Doub'e End Power E'.tero& CoIurThrp SOOCW 7 5I0 A ) 00 S 00 J.1 0 tivr Gi.3 . UL)LTFL.AoE! ......... rWi8WA1TORWP - > 7,t0/ INCW ED JFtLUDD IMLUL[D ........................................................................ ... .... - f( / s) / 1 I .',.:7 .4-- / .... L.. . / / ,., ......... '?l ,:- LTF 1000660 Case 1:15-cv-03198-GLR Document 46-18 Filed 05/05/17 Page 3 of 3 EXHIBIT D Case 1:15-cv-03198-GLR Document 46-19 Filed 05/05/17 Page 1 of 5 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (the "Guaranty") is made by each of LTF INTERNATIONAL LLC ("International") and LTF LIGHTING LLC ("Lighting") and WIS Lighting LLC ("WIS"), each a Maryland limited liability company (collectively, the "Guarantor") to and for the benefit of AURA LIGHT US, INC a Delaware corporation and a subsidiary of Aura Light International AB (the 'Company'), RECITALS A. International has requested that the Company provide product acquisition financing (the "Financing"), which Financing shall be used for the purpose of purchasing inventories of LE.D lighting and other products. B. The Financing is to be made by the Company to International pursuant to the terms of various purchase orders (the "Purchase Orders") submitted by the Company to James Industry Group Co., Ltd. (the "Supplier") and the other Financing Documents (as hereinafter defined). C. The Company is willing to extend the Financing to International upon the terms and conditions set forth in the Purchase Orders and in the other documents and writings executed and delivered by International and/or any other signatory party to the Company in connection with the Financing (the "Financing i)ocuments"), but only if the Guarantor guarantees the performance and observance of International's obligations of payment and performance to the Company, including, but not limited to, the repayment of the Financing (the "Obligations") in accordance with the terms and conditions of this Guaranty. D. The Guarantor is willing to give the guaranty requested so as to induce the Company to extend. the Financing to international. NOW THEREFORE, in consideration of these premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor gives the following guarantee to the Company on behalf of International: Section 1. The Guaranty of Payment. The Guarantor unconditionally and irrevocably guarantees payment of any and all sums due and owing by International to the Company, whether now existing or hereafter arising, including, but not limited to, all amounts of principal, interest, penalties, reimbursements, advancements, escrows and fees due and owing under the Financing. The Guarantor further unconditionally and irrevocably guarantees that all sums due and owing shall be paid when and as due, whether by reason of installment, maturity, acceleration or otherwise, time being of the essence. Section 2. Nature of the Guaianty. The guaranty of the Guarantor hereunder shall be direct, immediate and primary and is one of payment and not just collection. The Guarantor shall be a surety to the Company with respect to the guaranty of the Obligations as set forth herein. Case 1:15-cv-03198-GLR Document 46-19 Filed 05/05/17 Page 2 of 5 Section 3. Accuracy of Representations. The Guarantor warrants that all of the Guarantor's representations in securing the Financing from the Company are, to the best of the Guarantor's knowledge, true and Correct and not knowingly misleading and the Guarantor agrees to indemnify the Company from any loss or expense as a result of any representation or statement of the Guarantor or of International being false, incorrect, or knowingly misleading in any material respect. Section 4. Collection Expenses. The Guarantor shall pay to the Company, upon demand, all losses and costs and expenses, (including attorneys' fees) that may be incurred by the Company in attempting to cause the satisfaction of the Guarantor's liability under this Guaranty. Section 5. Events AuthorizinQ Acceleration of Giaranty. In the event any of the following occur with respect to the Guarantor or the Financing, the Company may in the Company's sole and absolute discretion, accelerate and call due as to any Guarantor all sums due from the Guarantor; (a) the failure of international to pay for any Products within ninety (90) days following delivery of the Products to international, or (b) any default by the Guarantor under the Financing Documents. Section 6. Subordination of Certai.n Indebtedness. If the Guarantor shall advance any sums to International or its successors or assigns or if international or its successors or assigns shall hereafter become indebted to the Guarantor, such sums and indebtedness shall be subordinate in all respects to the amounts then. or thereafter due and owing to the Company. Section 7. Nature of Guarantor's Liability; Remedies Cumulative. The liability of the Guarantor under this Guaranty, to the extent herein provided, is absolute and unconditional, without regard to the liability of any other person, and shall not in any manner be affected by reason of any action taken or not taken by the Company, nor by the partial or complete unenfo.rceability or invalidity of any other guaranty or surety agreement, pledge, assignment or other security for any of the Obligations to the Company, No delay in making demand on the Guarantor for satisfaction of the Guarantor's liability hereunder shall prejudice the Company's right to enforce such satisfaction. All of the Company's rights an.d remedies shall be cumulative and any failure of the Company to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter. Section 8. Effective Date. The guaranty hereunder shall be effective as of the date of this Guaranty, independent of the date of execution or delivery hereof Section 9. Duration. This Guaranty shall be a continuing one and shall be binding upon the Guarantor regardless of how long before or after the date of this Guaranty any of the Obligations were or are incurred by the Guarantor. The Guaranty may be terminated only by a writing executed and delivered by the Company to the Guarantor. Section 10, Notices. Any notice or demand required or permitted or in connection with this Guaranty shall be in writing and shall be made by hand delivery, by electronic mail, by wire or by facsimile transmission, by overnight courier service for next day delivery or by Case 1:15-cv-03198-GLR Document 46-19 Filed 05/05/17 Page 3 of 5 certified mail, return receipt requested, postage prepaid, addressed to the Company or the Guarantor at the appropriate address set forth below or to such other address as maybe hereafter specified by written notice by the Company or the Guarantor, and shall be considered given as of the date of hand delivery, wire or facsimile transmission, as of the date specified for delivery if by overnight courier service or as of two (2) days after the date of mailing, as the case may be: if to the Company: AURA LIGHT US, INC 150 North Michigan Avenue Suite 1950 Chicago, Illinois 60601 If to the Guarantor: LTP INTERNATIONAL LLC LTF LIGHTING LLC 1122 Kenilworth Drive Suite 418 Towson, Maryland 21204 Attention: James R. Deveney. II With a copy to: 9927 Stephen Decatur Highway Suite P20 Ocean City, Maryland 21842 Attention: Paul V. Palitti Section 11. Binding Nature. This Guaranty shall inure to the benefit of and be enforceable by the Company and the Company's successors an.d assigns and any other person. to whom the Company may grant an interest i.n the Obligations, and shall be binding upon and enforceable against the Guarantor and Guarantor's personal representatives and assigns. Section 12. Joint and Several Nature. in the event there exists more than one person described herein as the Guarantor, the liabilities and obligations of all such persons hereunder shall be joint and several liabilities and obligations. In the event other guarantees of the Obligations have been given by other guarantors, the liabilities and obligations of the Guarantor and all such other guarantors shall be joint and several liabilities and obligations. Section 13. Assignability. This Guaranty may be assigned by the Company or any other holder hereof at any time or from time to time. Case 1:15-cv-03198-GLR Document 46-19 Filed 05/05/17 Page 4 of 5 Section 14. Invalidity of Any Part. If any provision or part of any provision, of this Guaranty shall for any reason. be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall, not affect any other provisions or the remaining part of any effective provisions of this Guaranty and this Guaranty shall be construed as if such invalid, illegal, or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality, or unenforceability. Section 15. Governing Law. Th.is Guaranty shall be strictly governed by and construed under the laws of the State of Maryland, and the undersigned expressly acknowledges that this Guaranty was executed and delivered to the Company within the geographic boundaries of the State of Maryland. Jurisdiction and venue in the enforcement or interpretation of this Guaranty shall be appropriate in any court of competent jurisdiction in the State of Maryland, or in the United States District Court for the District of Maryland, ifjurisdiction exists, and the undersigned expressly consents thereto. IN WITNESS WHEREOF. the Guarantor has duly executed this Guaranty under seal as of this 6th day of January, 2015, with the specific intention that this Guaranty constitutes an instrument under seal. WITNESS/ATTEST: GUARANTOR: LTF INTERN TONAL LLC By: FAL) Patrylitti ManEr LTF By: WIS LIG ' LLC B EAL) Case 1:15-cv-03198-GLR Document 46-19 Filed 05/05/17 Page 5 of 5 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND (Northern Division) AURA LIGHT US INC. * Plaintiff, * v. * Case No. 1:15-cv-03198 GLR LTF INTERNATIONAL LLC, et al. * Defendants. * * * * * * * * * * * * * * * I9IiJiLt Having read and considered Plaintiff Aura Light US, Inc.'s Motion for Partial Summary Judgment and any opposition thereto, it is this day of , 2017 hereby ORDERED that Plaintiffs Motion for Partial Summary Judgment be and hereby is GRANTED; and it is further ORDERED that judgment be and hereby is entered in favor of Plaintiff Aura Light US, Inc. and against, Defendants LTF International, LLC, LTF Lighting, LLC and WIS Lighting, LLC, jointly and severally, in the amount of in the amount of $ , plus post-judgment interest at the legal rate. Judge, United States District Court for the District of Maryland Case 1:15-cv-03198-GLR Document 46-20 Filed 05/05/17 Page 1 of 1