NOTE: A BLANK PAGE2 MUSTALSO BETURNED IN WIELCPMALEZEDPAGE423 02:2pMestFp
`
`IN THE COURT OF COMMONPLE#fansaction ID 69102254
`/-(7,
`SUBPOENAcIviLRULE4s
`Case No. 2020-0704-MTZ Wee3}
`<OFrps
`
`THE STATE OF OHIO
`
`Cuyahoga County
`
`ss.
`
`oe
`Pia4
`
`7
`1
`
`SpencerL. Murfey, Ill and Cynthia Murfey
`Plaintiff/Petitioner
`
`Vs.
`
`oun TY
`
`Judge: SHANNON M GALLAGHER
`
`WHC Ventures, et al.
`
`Defendant/Respondent
`metre
`
`
`To
`
`CV 23 974668
`
`Ellen Winifred Jones Nordell
`7450 Main Street
`Gates Mills, OH 44040
`
`YOU ARE COMMANDED to appear in the Court of Common Pleas to testify as witness on behalf of the
`(PLAINTIFF/DEFENDANT)in the above entitled case and not depart the Court without leave. Fail not under penalty
`of the law. Your appearanceis required on the
`of
`at
`o’clock___.M. in Courtroom
`No.
`of the:
`
`Justice Center-Court Tower
`
`Cleveland, Ohio 44113
`
`
`
`Courthouse Square
`
`Cuyahoga County Courthouse
`
`Cleveland, Ohio 44113
`
`Cleveland, Ohio 44113
`
`1200 Ontario Street 310W.Lakeside Avenue 4 One LakesideAvenue||ft
`
`wy in the above case.
`
`YOU ARE COMMANDED to appear at the place, date and time specified below to testify at the taking of deposition
`
`FisherBroyles, LLP, 600 Superior Avenue East, Fifth Third Building, Suite 1300, Cleveland, OH 44114 Q2/28/2023
`PLACE OF DEPOSITION
`DATE
`
`9:30 AM
`TIME
`
`lv] YOU ARE COMMANDEDtoproduceand permit inspection, copying, testing or sampling ofthe following
`
`documentsor objects at the place, date and time specified below (list documents or objects):
`See Exhibit A.
`
`FisherBroyles LLP, 600 Superior Avenue East, Fifth Third Building, Suite 1300, Cleveland, OH 44114 02/21/2023
`PLACE
`DATE
`
`TIME
`
`YOU ARE COMMANDED to permit inspection of the following premises at the date and time specified below.
`
`PREMISES
`
`DATE
`
`TIME
`
`To insure taxation of their fees, witnesses must report each attendanceto the Clerk of Court of Common Pleas onthe first floor of the Justice
`Center-Courts Tower.
`
`Section 2335.06 of the Ohio Revised Code provides that witnesses are entitled to receive $12.00 foreach full day’s attendance and $6.00for
`each half day’s attendance,plus ten cents per mile traveled to and from his place of residence outside of the City of Cleveland proper. Such fees
`are taxed as costs.
`
`
`Carl D. Neff
`ATTORNEY NAME
`LD).
`
`FisherBroyles, LLP, 112 S. French St., Wilmington, DE 19801
`ADDRESS
`Plaintiffs
`
`02/01/2023
`
`DATE
`REPRESENTING
`SIGNATURE
`
`
`By:
`
`3
`
`Mealod, J
`
`Me
`
`Cuyahoga County, Clerk of Courts
`Clerk
`
`EFiled: Feb 08 2023 02:23PM EST
`Transaction ID 69102254
`Case No. 2020-0704-MTZ
`
`

`

`THE STATE OF OHIO
`
`Ss.
`
`Cuyahoga County
`
`Affidavit of Service of Subpoena bySheriff or Officer, Attorney or Private Person
`
`On the
`
`day of
`| served this Subpoena on the within named:
`
`as follows:
`
`, 20
`
`SHERIFF’S FEES
`
`Service on
`
`$
`
`By
`
`Deputy Sheriff/Attorney
`
`Copy
`Miles Travel
`Return
`
`Subscribed and sworn to before me, a
`
`Witness entitled to
`
`miles
`
`S
`
`This
`
`day of
`
`, 20
`
`RULE 45. RULES OF CIVIL PROCEDURE, PARTS C & D
`
`(C) Protection of persons subject to subpoenas. (1) A party or an attorney responsible
`for the issuance and service of a subpoena shall take reasonable steps to avoid
`imposing undue burden or expense on a person subject to that subpoena. (2)(a) A
`person commandedto produce under divisions (A)(1)(b), (iii), (iv), (v), or (vi) of this
`rule need not appearin personat the place of production or inspection unless
`commandedto attend andgive testimony at a deposition, hearing, or trial. (b) Subject
`to division
`(D)(2) of this rule, a person commandedto produce underdivisions(A)(1)(b),(iii),
`(iv), (v), or (vi) of this rule may, within fourteen daysafter service of the subpoena or
`before the time specified for compliance if such timeis less than fourteen days after
`service, serve upon the party or attorney designated in the subpoena written
`objections to production. If objection is made, the party serving the subpoenashall
`not be entitled to production except pursuantto an order of the court by which the
`subpoenawasissued. If objection has been made, the party serving the subpoena,
`uponnotice to the person commandedto produce, may moveatany time for an order
`to compelthe production. An order to compel! productionshall protect any person
`whois not a party or anofficer of a party from significant expense resulting from the
`production commanded. (3) On timely motion, the court from which the subpoena
`wasissued shall quash or modify the subpoena, or order appearance or production
`only under specified conditions,if the subpoena does any of thefollowing: (a) Fails to
`allow reasonable time to comply; (b) Requiresdisclosure ofprivileged or otherwise
`protected matter and no exception or waiverapplies; (c) Requires disclosure of a fact
`known or opinion held by an expert not retained or specially employed by any party in
`anticipation oflitigation or preparation for trial as described by Civ.R. 26(B)(5), if the
`fact or opinion does not describe specific events or occurrences in dispute and results
`from study by that expert that was not madeat the request of any party; (d) Subjects
`a person to undue burden.
`(4) Beforefiling a motion pursuantto division (C)(3)(d) of this rule, a person resisting
`discovery underthis rule shall attempt to resolve any claim of undue burden through
`discussions with the issuing attorney. A motionfiled pursuantto division (C)(3)(d) of
`this rule shall be supported by an affidavit of the subpoenaed person ora certificate of
`that person’s attorney of the efforts made to resolve any claim of undue burden. (5) If
`a motion is made under division (C)(3)(c) or (C)(3)(d) of this rule, the court shall quash
`or modify the subpoena unless the party in whose behalf the subpoenais issued
`shows
`a substantial need for the testimony or material that cannot be otherwise met without
`unduehardship and assures that the person to whom the subpoenais addressedwill
`be reasonably compensated.
`
`(D) Duties in responding to subpoena. (1) A person responding to a subpoena to
`produce documentsshall, at the person's option, produce them as they are keptin
`the usual course of business or organized and labeled to correspond with the
`categoriesin the subpoena. A person producing documents or electronically stored
`information pursuant to a subpoena for them shall permit their inspection and
`copyingbyall parties present at the time and place set in the subpoenafor inspection
`and copying. (2) If a request does not specify the form or forms for producing
`electronically stored information, a person responding to a subpoena may produce
`the information in a form or formsin which the informationis ordinarily maintainedif
`that form is reasonably useable, or in any form that is reasonably useable. Unless
`ordered by the court or agreed to by the person subpoenaed,a person responding to
`a subpoena neednot produce the sameelectronically stored information in more
`than one form, (3) A person need notprovide discovery of electronically stored
`information when the production imposes undue burden or expense. On motion to
`compeldiscovery or for a protective order, the person from whom electronically
`stored information is sought must show that the information is not reasonably
`accessible because of undue burdenor expense.If a showing of undue burden or
`expense is made, the court may nonetheless order productionofelectronically stored
`informationif the requesting party shows good cause. The court shall consider the
`factors in Civ. R. 26(B)(4) when determiningif good cause exists. In ordering
`production ofelectronically stored information, the court may specify the format,
`extent, timing, allocation of expenses and other conditions for the discovery of the
`electronically stored information. (4) When information subject to a subpoenais
`withheld on a claim thatit is privileged or subject to protection as trial preparation
`materials, the claim shall be made expressly and shall be supported by a description of
`the nature of the documents, communications, or things not producedthatis
`sufficient to enable the demanding party to contest the claim.(5) If information is
`producedin response to a subpoenathatis subjectto a claim ofprivilege or of
`protection as trial-preparation material, the person making the claim may notify any
`party that received the information of the claim andthebasis forit. After being
`notified, a receiving party must promptly return, sequester, or destroy the specified
`information and any copies within the party’s possession, custody or control. A party
`maynotuse or disclose the information until the claim is resolved. A receiving party
`may promptly present the information to the court under seal for a determination of
`the claim of privilege or of protection as trial-preparation material. If the receiving
`party disclosed the information before being notified, it must take reasonable steps to
`retrieve it. The person who producedthe information must preserve the information
`until the claim is resolved.
`
`Revised As Of 10/2018
`
`

`

`IN THE COURT OF CHANCERYOF THE STATE OF DELAWARE
`
`C.A. No. 2020-0704-MTZ
`
`SPENCER L. MURFEY,III as Co-
`Trustee for the Trust for the Benefit of
`Spencer L. Murfey, III, under the
`Power of AppointmentTrust of
`Spencer L. Murfey, Jr., u/a/d August 1,
`2002 and CYNTHIA H. MURFEYas
`Co-Trustee for the Trust for the Benefit
`of Cynthia H. Murfey, under the Power
`of Appointment Trust of Spencer L.
`Murfey,Jr., u/a/d August 1, 2002,
`
`Plaintiffs,
`
`V.
`
`WHC VENTURES, LLC, a Delaware
`limited liability company, WHC
`VENTURE 2009-1, L.P., a Delaware
`limited partnership, WHC VENTURES
`2013, L.P., a Delaware limited
`partnership, and WHC VENTURES
`2016, L.P., a Delaware limited
`partnership, and PETER W.
`NORDELL, JR.,
`
`Defendants.
`
`NummereeeeeeeeeeeeOTioeesee
`
`SUBPOENA DUCES TECUM AND AD TESTIFICANDUM
`
`DIRECTED TO ELLEN WINIFRED JONES NORDELL
`
`TO: Ellen Winifred Jones Nordell
`7450 Main Street
`Gates Mills, OH 44040
`
`

`

`YOU ARE HEREBY COMMANDED, pursuant
`
`to Delaware Court of
`
`Chancery Rule 45, to produce to the undersigned counsel, no later than February
`
`21, 2023, and permit inspection and copying of documents designated in Exhibit A.
`
`YOU ARE HEREBY FURTHER COMMANDEDto appearandattend,at
`
`the offices of FisherBroyles, LLP, 600 Superior Avenue East, Fifth Third Building,
`
`Suite 1300, Cleveland, OH 44114, on February 28, 2023, at 9:30 a.m., or at such
`
`other time and place as shall be mutually agreed upon, to give oral testimony in
`
`connection with the above-captioned action, on the deposition topics identified in
`
`Exhibit A. The deposition will be taken before a notary public or other person
`
`authorized to administer oathsin the State of Ohio, will be recorded by stenographic
`
`meansand/or videotape, and will continue from day to day until complete.
`
`Dated: February 1, 2023
`
`FISHERBROYLES, LLP
`
`/s/ Carl D. Neff
`Carl D. Neff (No. 4895)
`CSC Station
`
`112 S. French Street
`Wilmington, Delaware 19801
`Telephone: (302) 482-4244
`
`Counselfor Plaintiffs
`
`

`

`Delaware Court of Chancery Court Rule 45(c) & (d)
`
`(c) Protection of persons subject to subpoenas.
`
`(1) A party or an attorney responsible for the issuance and service of a subpoena
`shall take reasonable steps to avoid imposing undue burden or expense on a person
`subject to that subpoena. The court on behalf of which the subpoenawasissued shall
`enforce this duty and may impose uponthe party or attorney in breach ofthis duty
`an appropriate sanction, which mayinclude, butis not limited to, lost earnings and
`a reasonable attorney’s fee.
`
`(2)(A) A person commanded to produce and permit inspection and copying of
`designated documents, electronically stored information, or tangible things or
`inspection of premises need not appear in person at the place of production or
`inspection unless commanded to appear for deposition, hearingortrial.
`
`(B) Subject to paragraph (d)(2) of this rule, a person commandedto produce and
`permit inspection and copying may, within 14 days after service of the subpoena or
`before the time specified for compliance if such time is less than 14 days after
`service, serve upon the party or attorney designated in the subpoena written
`objection to inspection or copying of any orall of the designated materials or of the
`premises. If objection is made, the party serving the subpoena shall not be entitled
`to inspect and copy the materials or inspect the premises except pursuant to an order
`of the court by which the subpoenawasissued. If objection has been made, the party
`serving the subpoena may, upon notice to the person commanded to produce, move
`at any time for an order to compel production. Such an order to compel production
`shall protect any person whois not a party or an officer of a party from significant
`expense resulting from the inspection and copying commanded.
`
`(3)(A) On timely motion, the court on behalf of which the subpoena wasissued shall
`quash or modify the subpoenaif it
`
`(i) fails to allow reasonable time for compliance;
`
`(ii) requires disclosure of privileged or other protected matter and no exception or
`waiverapplies; or
`
`(ii1) subjects a person to undue burden.
`
`

`

`(B) If a subpoena
`
`(i) requires disclosure of a trade secret or other confidential research, development,
`or commercial information, or
`
`(ii) requires disclosure of an unretained expert’s opinion or information not
`describing specific events or occurrencesin dispute and resulting from the expert’s
`study madenotat the request of any party, the court on behalf of which the subpoena
`wasissued may,to protect a person subjectto or affected by the subpoena, quash or
`modify the subpoenaor, if the party in whose behalf the subpoenais issued shows a
`substantial need for the testimony or material that cannot be otherwise met without
`undue hardship andassures that the person to whom the subpoenais addressed will
`be reasonably compensated, the Court may order appearance or production only
`upon specified conditions.
`
`(d) Duty in responding to subpoena.
`
`(1) Ifa subpoenadoesnotspecify a form for producing documentsorelectronically
`stored information, the person responding shall produce it in a form or forms in
`which it is ordinarily maintained, or in which it is reasonably usable. Absent a
`showingof good cause,the person responding need not produce the same documents
`or electronically stored information in more than one form. The person responding
`need not provide discovery of documents or electronically stored information from
`sources that the person identifies as not reasonably accessible because of undue
`burden or cost. On a motion to compeldiscovery or for a protective order, the person
`responding to a subpoena must show that
`the information is not reasonably
`accessible because of undue burden orcost. If that showing is made, the Court
`nevertheless may order discovery from such sources if the requesting party shows
`good cause. The Court may specify the conditions for the discovery.
`
`(2) When information subject to a subpoena is withheld on a claim that it is
`privileged or subject to protection as trial preparation materials, the claim shall be
`made expressly and shall be supported by a description of the nature of the
`documents, electronically stored information, or tangible things not producedthatis
`sufficient to enable the demanding party to contest the claim.
`
`

`

`IDENTIFICATION OF COUNSEL IN THE PROCEEDING
`TO WHICH THE SUBPOENA RELATES
`
`Counsel for Defendants WHC Ventures, LLC, WHC Venture 2009-1, L.P., WHC
`Ventures 2013, L.P., WHC Ventures 2016, L.P., and Peter W. Nordell, Jr.
`
`RaymondJ. DiCamillo
`John M. O’Toole
`Richards, Layton & Finger, P.A.
`920 North King Street
`Wilmington, Delaware 19801
`Tel: (302) 651-7700
`Email: dicamillo@rlf.com
`Email: otoole@rlf.com
`
`John J. Tumilty
`Morse, Barnes-Brown & Pendleton, PC
`CityPoint
`480 Totten Pond Road, 4th Floor
`Waltham, MA 02451
`Tel: (781) 697-2214
`Email: jtumilty@morse.law
`
`

`

`EXHIBIT “A”
`
`In respondingto this Subpoena,the following definitions apply:
`
`DEFINITIONS
`
`l.
`
`Referencesto any personorentity shall include the personor entity and
`
`his, her, or its present and former corporate parents, predecessors in interest,
`
`successors in interest, shareholders, divisions, departments, subsidiaries, branches,
`
`affiliates, and its present and former officers, directors, executives, employees,
`
`partners, agents, principals, attorneys, trustees, representatives, and other persons
`
`acting or purporting to act on his, her, or its behalf.
`
`2.
`
`The terms “You” or “Your” shall mean Ellen Winifred Jones Nordell,
`
`together with her agents and any other person that or whois acting or has ever acted
`
`for or on her behalf (including attorneys), or any person on whosebehalf she acted,
`
`along with any trust for which she serves as a beneficiary ortrustee.
`
`3
`
`The term “Plaintiffs” or “Murfeys” means Spencer L. Murfey, II and
`
`Cynthia H. Murfey, as Co-Trustees of their respective POA Trusts.
`
`4.
`
`The term “General Partner” refers to Defendant WHC Ventures, LLC,
`
`including without
`
`limitation all of its agents, employees, members,
`
`former
`
`employees, former members, parents, affiliates, subsidiaries, attorneys, or other
`
`personsorentities acting on its behalf.
`
`5.
`
`The term “WHCPartnerships” refers to Defendants WHC Venture
`
`

`

`2009-1, L.P., WHC Ventures 2013, L.P., WHC Ventures 2016, L.P., and WHC
`
`Ventures 2020, L.P., including without limitation all of their agents, employees,
`
`members, former employees, former members, parents, affiliates, subsidiaries,
`
`attorneys, or other personsorentities acting on their behalf.
`
`6.
`
`The term “Defendants” means
`
`the General Partner,
`
`the WHC
`
`Partnerships and Peter W. Nordell, Jr.
`
`fs
`
`The term “Triple T” shall mean Triple T Corporation together with its
`
`predecessors,
`
`successors, parents,
`
`subsidiaries,
`
`affiliates, directors, officers,
`
`partners, employees, agents and any other person that or whois acting or has ever
`
`acted for or on its behalf (including attorneys), or any person on whosebehalf it
`
`acted.
`
`8.
`
`The term “Limited Partner” refers to any limited partner of any WHC
`
`Partnership,
`
`including without limitation all of their current or former agents,
`
`employees, members, directors, officers, parents, affiliates, subsidiaries, attorneys,
`
`or other personsorentities acting on their behalf.
`
`9;
`
`The term “Greylock” shall mean Greylock Management Corporation,
`
`together with its predecessors, successors, parents, subsidiaries, affiliates, directors,
`
`officers, partners, employees, agents and any other person that or whois acting or
`
`has ever acted for or on its behalf (including attorneys), or any person on whose
`
`behalf it acted.
`
`nN
`
`

`

`10.
`
`The term “Spencer POA Trust” refers to the Trust for the Benefit of
`
`Spencer L. Murfey, II, under the Power of Appointment Trust of Spencer L.
`
`Murfey,Jr. u/a/d August 1, 2002.
`
`11.
`
`The term “Cynthia POA Trust” refers to the Trust for the Benefit of
`
`Cynthia H. Murfey, under the Power of Appointment Trust of Spencer L. Murfey,
`
`Jr. u/a/d August 1, 2002.
`
`12.
`
`The term “POA Trusts” refers to the Spencer POA Trust and the
`
`Cynthia POA Trust together.
`
`13.
`
`The “Contempt Action” refers to the action pending before the
`
`Delaware Court of Chancery, styled as Murfev, et al. v. WHC Ventures, LLC, et al.,
`
`C.A. No. 2020-0704-MTZ.
`
`14.
`
`The term “Complaint” refers to the Second Amended Verified
`
`Complaintfiled by Plaintiffs in the Contempt Action. A true and correct copy of the
`
`public version of the Complaint, without exhibits, is attached hereto as Exhibit1.
`
`15.
`
`The term “Amendments” meansthe August 4, 2020 amendmentsto the
`
`partnership agreements of WHC Venture 2009-1, L.P., WHC Ventures 2013, L.P.,
`
`and WHC Ventures 2016, L.P., a copy of which are collectively attached hereto as
`
`Exhibit2.
`
`16.
`
`The term “WHC 2013 Capital Call” refers to the email dated June 24,
`
`2020, which is attached hereto as Exhibit 3.
`
`

`

`17.
`
`The term “Notice of Default” refers to the Notice of Default, which is
`
`attached hereto as Exhibit 4.
`
`18.
`
`The term “Person” or “Persons” shall mean natural persons,
`
`proprietorships,
`
`corporations,
`
`partnerships,
`
`trusts,
`
`joint
`
`ventures,
`
`groups,
`
`associations, organizations, andall otherentities.
`
`19.
`
`The term “Entity” shall mean any person orbusiness.
`
`20.
`
`The term “Concerning” shall mean constituting, describing, reflecting,
`
`consisting of, referring to, mentioning, relating to or being in any other way
`
`connected with or involving in the matters set forth herein.
`
`21.
`
`The
`
`term “Communication(s)”
`
`shall mean the
`
`transmittal of
`
`information (in the form offacts, ideas, inquiries or otherwise) from one person to
`
`another person, whetherorally, in writing, electronically, or by any other meansor
`
`medium, and includes any document(s) made only for the purpose of recording a
`
`communication, a fact, an idea, a statement, an inquiry, an opinion, a belief, or
`
`otherwise.
`
`22.
`
`The term “Correspondence”shall mean all written communication(s)
`
`in any form and by any means.
`
`23.
`
`“Document” or “documents” mean the original (or an identical copy
`
`when anoriginal is not available) and each non-identical copy (whether different
`
`from originals because of notes made on such copies or otherwise)ofall writings,
`
`

`

`electronic data, and tangible things, whether inscribed by hand or by mechanical,
`
`electronic, microfilm, photographic, or other means, as well as audiotape, videotape,
`
`or other recordings or visual reproductions of oral statements, conversations, or
`
`events, and including butnot limited to: audiotape, videotape, stenographic, or other
`
`transcripts or records of testimony, conferences, meetings, statements, interviews,
`
`investigations; notes; reports; correspondence; memoranda; papers; files; records;
`
`written or electronic correspondence and communications sent,
`
`received, or
`
`forwarded (including all telecopies,
`
`instant messages, text messages, voicemail
`
`messages, telephone conversations and emails, however or whereverstored); diaries,
`
`calendars, and date books; logs; drafts; work papers; summaries; bills, invoices,
`
`checks, receipts, vouchers, bank statements, and other written and electronic records
`
`of obligations and expenditures; financial data; analyses; statements; affidavits;
`
`photographs; audiotapes; videotapes; disks; diskettes; hard drives; and all items in
`
`physical or electronic storage. As used herein, the singular includes the plural and
`
`vice versa; the words “and” and “or” shall be both conjunctive and disjunctive; the
`
`word“all” shall mean “any andall”; the word “any” shall mean “any andall”; the
`
`word “including”shall mean “including, without limitation.”
`
`INSTRUCTIONS
`
`L.
`
`Identify and produce all documents responsive to these Requests,
`
`whetheror not located in the State of Ohio, that are in Your possession custody or
`
`

`

`control. Each document, including electronic documents, shall be produced in the
`
`form in whichit is maintained in the normal course of Youractivities.
`
`2
`
`This Subpoena shall be deemed continuing so as to require prompt
`
`supplemental responses if, between the date hereof and the conclusion of the
`
`proceedings herein, any additional documents responsive to this request come into
`
`Your possession, custody or control, or the possession, custody or control of Your
`
`employees, agents or representatives, including but not limited to any of Your
`
`attorneys, accountants or advisors.
`
`3:
`
`A request for Documents shall be deemed to include a requestfor all
`
`transmittal sheets, cover
`
`letters, exhibits, enclosures, and attachments to the
`
`Documentsin addition to the Documentitself, without abbreviation or expurgation.
`
`4.
`
`The Documents requested herein are to be producedas they are kept in
`
`the usual course of business or organized and labeled (without permanently marking
`
`the item produced) so as to correspondto the numberedparagraphsand/or categories
`
`of particular requests. If there are no Documents responsiveto a particular numbered
`
`paragraph and/or category, so state in writing. All Documents that are physically
`
`attached to each other when located for production shall be left so attached.
`
`Documentsthat are segregated or separated from other Documents, whether by use
`
`of binders,files, sub-files, or by dividers, tabs or any other method, shall be left so
`
`segregated or separated. All labels or markings on any suchbinders, files, sub-files,
`
`

`

`dividers, tabs, or folders shall be produced.
`
`a
`
`Eachdraft, final document, original, reproduction, and each signed and
`
`unsigned document and every additional copy of such document where such copy
`
`contains any commentary, note, notation or other change whatsoever that does not
`
`appear ontheoriginal or on the copy of the one document producedshall be deemed
`
`and considered to constitute a separate document.
`
`6.
`
`If You object to any of the requests herein, whether in wholeorin part,
`
`on the groundsthat the information soughtthereinis privileged or confidential, You
`
`shall produce as much of the document concerned as to which noprivilege is
`
`claimed. With respect to each documentor portion of a documentresponseto this
`
`request withheld under a claim of privilege, the following information shall be
`
`provided in a privilege log that shall be produced concurrently with the production
`
`of any documents:
`
`a.
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`the nature of the privilege (including work product) which is being
`
`claimed and, if applicable,
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`the state rule or law governing such
`
`b.
`
`o
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`claim;
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`the authoror creator of the Document;
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`the identity of all persons who have or have had access, or purport
`
`to have or have had access, to the withheld Documentorits contents;
`
`d.
`
`the type of Document;
`
`

`

`e
`
`{;
`
`iB:
`
`h.
`
`the general subject matter of the Document;
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`the date the Documentwascreated and/or transmitted;
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`the number of pages in the Document; and
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`such other information asis sufficient to enable an assessmentof the
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`applicability of the privilege or protection claimed,
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`including,
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`without
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`limitation,
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`the Document's author(s), addressee(s), and
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`where not apparent,
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`the relationship between the author(s) and
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`addressee(s).
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`7.
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`All Documents produced in responseto this request shall be provided
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`in their entirety, notwithstanding the fact
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`that portions thereof may contain
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`information not requested. All interim as well as final versions ofthe Documentshall
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`be produced,andall versions or copies that are not identical to the original or other
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`produced copy of the Document, whether due to handwritten notations, revisions or
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`otherwise, shall be produced.
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`8.
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`If any requested Document has been destroyed, discarded, or is no
`
`longer in existence, that Documentis to be identified by stating:
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`= the information called for in Instruction 6 above;
`
`b.
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`its date of destruction or discard;
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`c.
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`the mannerand reason forits destruction or discard; and
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`d.
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`the identity of the Document’s last custodian and each person
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`

`

`responsible for the Document’s destruction or unavailability.
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`9.
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`If any requested Document was, but no longer is in Your possession,
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`state what disposition was madeofit, the date of such disposition and whether a
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`copy thereof reposes in the possession, custody or control of some other Person or
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`corporation and indicate why the Documentor a copy of it cannot be produced.
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`10. Where anything has been deleted from a Documentproduced:
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`a. specify the nature of the material deleted;
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`b. specify the reason for the deletion; and
`
`c.
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`identify the person responsible for the deletion.
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`11.
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`If no Documents exist that are responsive to a particular Document
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`request, so state in writing.
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`12.
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`If any request herein cannot be complied with in full,
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`it shall be
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`complied with to the extent possible with an explanation as to why full compliance
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`is not possible.
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`13.
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`If,
`
`in responding to these requests, You claim any ambiguity in
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`interpreting a request, or any applicable definition or instruction, You maynotutilize
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`that claimed ambiguity as a basis for refusing to respond. Rather, You shall set forth
`
`as part of Your response the language deemed ambiguous, and the interpretation
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`You used in respondingto that request.
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`

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`DOCUMENT REQUESTS
`
`I
`
`ee
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`All documents and communications concerning the Contempt Action.
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`All documents and communications concerning the WHC 2013 Capital
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`Call, or Notice of Default issued by the General Partner to the Spencer POA Trust.
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`3.
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`All documents and communications concerning the General Partner’s
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`request for Court authority to remove Plaintiffs’ POA Trusts from each WHC
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`Partnership.
`
`4.
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`All documents or communications that You have exchanged with any
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`person or entity concerning Plaintiffs or the POA Trusts.
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`3,
`
`All documents and communications reflecting any meetings that You
`
`have attended with Greylock, or communications that you have had with Greylock.
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`6.
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`All documents or communications concerning the Amendments,
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`including, but not limited to, communications exchanged with the General Partner,
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`Peter W. Nordell, Jr., or any Limited Partner.
`
`ye
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`Documents sufficient to reflect whether or not You consented to the
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`adoption of the Amendments.
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`8.
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`All documents or communications regarding the approval of each
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`Amendment by the majority of interest of the Limited Partners of each WHC
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`Partnership.
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`

`

`9.
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`Documents sufficient to reflect Your, Peter W. Nordell, Jr. and/or
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`Triple T Corporation’s relationship with the WHC Defendants and its Limited
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`Partners, including but not limited to documents reflecting amounts paid to You,
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`Peter W. Nordell, Jr. and/or Triple T Corporation for services provided to any
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`Limited Partner and/orits beneficiary.
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`DEPOSITION TOPICS
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`The matters on whichthe deposition upon oral examination will be taken are
`
`as follows:
`
`i
`
`The documents to be producedin response to the subpoena served upon
`
`You in connection with this case.
`
`2.
`
`3,
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`The Contempt Action.
`
`The WHC 2013 Capital Call and the Notice of Default issued to the
`
`Spencer POA Trust.
`
`4.
`
`The General Partner’s request in the Contempt Action to remove the
`
`POATrusts from each of the WHCPartnerships.
`
`5.
`
`6.
`
`Communications with Greylock.
`
`The Amendments,
`
`including any communications with the General
`
`Partner, Peter W. Nordell, Jr., or any Limited Partner concerning the Amendments.
`
`

`

`Te
`
`Communications with other personsor entities concerning Plaintiffs or
`
`the POA Trusts.
`
`8.
`
`Your, Peter W. Nordell, Jr. and/or Triple T Corporation’s relationship
`
`with the WHC Defendants and its Limited Partners, including but not limited to
`
`amounts paid to You, Peter W. Nordell, Jr. and/or Triple T Corporation for services
`
`provided to any Limited Partner and/orits beneficiary.
`
`

`

`EXHIBIT 1
`
`

`

`IN THE COURT OF CHANCERYOF THE STATE OF DELAWARE
`
`EFiled: Jul 06 2022 04:27P
`Transaction ID 67796230
`Case No. 2020-0704-MTZ
`
`C.A. No. 2020-0704-MTZ
`
`PUBLIC VERSION FILED
`JULY 6, 2022
`
`SPENCER L. MURFEY, III as Co-
`Trustee for the Trust for the Benefit of
`Spencer L. Murfey,III, under the
`Power of Appointment Trust of
`Spencer L. Murfey,Jr., u/a/d August 1,
`2002 and CYNTHIA H. MURFEYas
`Co-Trustee for the Trust for the Benefit
`of Cynthia H. Murfey, under the Power
`of AppointmentTrust of SpencerL.
`Murfey, Jr., u/a/d August 1, 2002,
`
`Plaintiffs,
`
`v.
`
`WHC VENTURES, LLC, a Delaware
`limited liability company, WHC
`VENTURE 2009-1, L.P., a Delaware
`limited partnership, WHC VENTURES
`2013, L.P., a Delaware limited
`partnership, WHC VENTURES 2016,
`L.P., a Delaware limited partnership,
`and PETER W. NORDELL,JR.
`
`Defendants.
`
`NameNeeeelOfOeoe
`
`SECOND AMENDED! VERIFIED COMPLAINT
`
`Plaintiffs Spencer L. Murfey, III, as Co-Trustee for the Trust for the Benefit
`
`of Spencer L. Murfey, III, under the Power of Appointment Trust of Spencer L.
`
`! A blackline version reflecting the revisions between the Amended Verified
`Complaint and this Second Amended Verified Complaint is attached hereto as
`Exhibit 1.
`
`

`

`Murfey, Jr., u/a/d August 1, 2002, and Cynthia H. Murfey, as Co-Trustee for the
`
`Trust for the Benefit of Cynthia H. Murfey, under the Power of Appointment Trust
`
`of Spencer L. Murfey, Jr., u/a/d August 1, 2002 (together, the “Plaintiffs”) by and
`
`through their undersigned counsel, hereby file this Second Amended Verified
`
`Complaint against Defendants WHC Ventures, LLC (‘General Partner’), WHC
`
`Venture 2009-1, L.P. (“WHC 2009”), WHC Ventures 2013, L.P. (“WHC 2013”),
`
`WHCVentures 2016, L.P. (“WHC 2016”), and Peter W. Nordell, Jr. (““Nordell’’)
`
`(collectively, the “Defendants”), and in support thereof, Plaintiffs allege as follows:
`
`NATURE OF THE ACTION
`
`I;
`
`Plaintiffs commenced this action to redress the General Partner’s
`
`unauthorized withholding of disbursements owingto Plaintiffs’ POA Trusts (defined
`
`below) from the WHC Partnerships in which the POA Trusts are limited partners.
`
`The General Partner, through its managing member, Nordell, wrongfully withheld
`
`substantial