Free Declaration in Opposition - District Court of California - California

Case 4:07-ov—02869—SBA Document 17 Filed 06/07/2007 Page 1 of 3
1 LAURENCE A WEISS (Bar No. 16463 8)
RYAN D. MARSH (Bar No. 237259)
2 HOLLY B. BAUDLER (Bar N0. 238843)
HELLER EHRMAN LLP
3 275 Middlefield Road
Menlo Park, California 94025-3506
4 Telephone: (650) 324-7000
Facsimile: (650) 324-0638
5 Laurence.Weiss%@hellerehrman.c0m
Ryan.Marsh@he lerehm1an.com .
6 [email protected]
7 Attomeys for Defendant A
8 friendlyway AG
9 UNITED STATES DISTRICT COURT
10 NORTHERN DISTRICT OF CALIFORNIA
1 1 OAKLAND DIVISION
1 2
13 PSI CORPORATION (f/k/a Case No. 07-02869 SBA
FRIENDLYWAY CORPORATION
14 L/k/a B1oFARM, mc.)
DECLARATION OF KLAUS TROX IN
15 Plaintiff, SUPPORT OF DEFENDANT
FRIENDLYWAY AG’S OPPOSITION
16 v. TO PLAINTIFF’S MOTION FOR
. TEMPORARY RESTRAINING ORDER
17 ALEXANDER VON WELCZECK,
HENRY LO, MICHAEL DRAPER, and
18 FRIENDLYWAY AG, Judge: Hon. Saundra B. Armstrong
Time:
19 Defendants. Complaint filed: June 1, 2007
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DEcLARAT1oN OF KLAUS TROX IN SUPPORT OF oP1>os1T1oN TO PLAINTIFF’S MoT1oN FOR Tko
CASE NO. 07-02869 SBA 4

Case 4:07-cv—02869—SBA Document 17 Filed 06/07/2007 Page 2 of 3
1 I, Klaus Trox, hereby declare as follows: `
2 1. I am, and since January 1998 I have been, the chief executive officer of
3 friendlyway AG ("FWAG"). I have personal knowledge of the facts set forth in this
4 declaration. 4
5 2. FWAG is a German corporation. Its offices are in Unterfoehring, Germany,
6 near Munich.
7 3. Alexander von Welczeck was an employee of FWAG until August 2000. In
8 August 2000, Mr. von Welczeck became chief executive officer of friendlyway, Inc.
9 ("FWI"), which was at the time a wholly-owned subsidiary of FWAG. At that time, Mr.
10 von Welczeck’s employment with FWAG was suspended, but he retained the right to be re-
1 1 employed by FWAG under certain circumstances.
12 4. In September 2002, Mr. von Welczeck purchased 70% of the outstanding
13 stock of FWI from FWAG and waived his right to become re-employed by FWAG under
14 any circumstances. FWAG retained 30% of the outstanding stock of FWI.
15 5. Since September 2002, Mr. von Welczeck has had no employment
16 relationship with FWAG.
17 6. At no time has Henry Lo ever been employed by or been an agent of FWAG.
18 7. At no time has Michael Draper ever been employed by or been an agent of
1 9 FWAG.
20 8. In 2004, FWI sought to merge with a publicly-traded shell company in order
21 to have acce`ss to fimding through the public markets in the United States.
22 9. In 2004, during the time that the management of FWI was negotiating with
23 Biofarm and up to the closing of the transaction with Biofarm in December 2004, I was on
24 the board of directors of FWI. No other employee or agent of FWAG was on FWI’s board
25 of directors at that time. I have never been an employee of FWI.
26 10. No employee of FWAG was present during the negotiations between FWI and
127 Biofarm. I am not aware of what Mr. von Welczeck or Mr. Lo may have said during such
28 negotiations.

g1f§.€1§g1?)1%1_c8§f§%1§A§J]§l§Rox IN SUPPORT or o1>1>os1T1oN TO PLAINTIFF’S Mor1oN Fon TRO

Case 4:07-cv—02869—SBA Document 17 Filed 06/07/2007 Page 3 of 3
1 11. During 2005, FWAG assisted FW Corp. (now PSI) in obtaining additional
2 funding, including by issuing convertible bonds in Germany to non-US citizens. Later, in
3 April and July of 2006, FWAG instructed FW Corp. (now PSI) to transfer an aggregate of
4 7,850,000 shares of the FW Corp. (now PSI) common stock owned by FWAG to certain of
5 those bondholders in connection with the conversion of the convertible bonds.
6 12. PSI’s failure to transfer shares as instructed by FWAG and PSI’s purported
7 cancellation of FWAGfs shares impairs FWAG’s ability to complete the conversion of the
8 bonds as it is obligated to do. ·
9 13. Between March 2005 and September 2005, F WAG provided cash to FWS
10 Corp. (now PSI) in exchange for promissory notes that subsequently were converted into an
1 1 aggregate of 4,818,575 shares of FW Corp. (now PSI) common stock. In October 2006,
12 FWAG received from PSI certificates for a total of 4,40 1,908 shares of PSI common stock,
13 representing a portion but not all of the 4,818,575 shares PSI owed to FWAG under the
14 subscription agreements. PSI has never delivered to FWAG the remaining 416,667 shares
1 5 owed.
16 I declare under penalty of perjury of the laws of the United States of America that the
17 foregoing is true and correct. I
18 Executed on June 7, 2007.
1 9 V
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22 Klaus Trox
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DEcLARAT1oN or KLAUS Tkox IN surporzr or or>r>os1r1oN TO PLAINTIFF’S MOTION FOR rrzo
CASE NO. 07-02869 SBA

Case 4:07-cv-02869-SBA

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