`
`C.A. No. 2023-1060-NAC
`
`D1 JASPER HOLDINGS LP, D1 SPV JL
`MASTER LP, JAY BLOCKER LTD., JAY
`DOMESTIC LLC, GCCU II LLC, TOCU XX
`LLC, OC II FIE VIII LP, JL SPV HOLDINGS,
`LLC, EMS J-INV LLC, DISRUPTIVE
`TECHNOLOGY SOLUTIONS XIV, LLC,
`DISRUPTIVE TECHNOLOGY SOLUTIONS
`XVI, LLC–SERIES A, DISRUPTIVE
`TECHNOLOGY SOLUTIONS XVI, LLC–
`SERIES B, and DISRUPTIVE TECHNOLOGY
`SOLUTIONS XVI, LLC–SERIES C,
`Plaintiffs,
`
`v.
`JUUL LABS, INC. and JL TAO LLC,
`Defendants.
`
`TRANSMITTAL AFFIDAVIT OF ELIZABETH WANG
`IN SUPPORT OF PLAINTIFFS’ MOTION TO COMPEL,
`OR IN THE ALTERNATIVE, TO STRIKE
`STATE OF DELAWARE
`:
`: ss
`:
`NEW CASTLE COUNTY
`I, Elizabeth Wang, being duly sworn according to law, depose and say:
`
`1.
`
`I am an attorney at the law firm of Paul, Weiss, Rifkind, Wharton &
`
`Garrison LLP (“Paul, Weiss”) and am admitted to practice law in the State of
`
`Delaware. Paul, Weiss is counsel to Plaintiffs D1 Jasper Holdings LP, D1 SPV JL
`
`Master LP, Jay Blocker Ltd., Jay Domestic LLC, GCCU II LLC, TOCU XX LLC,
`
`OC II FIE VIII LP, JL SPV Holdings, LLC, EMS J-INV LLC, Disruptive
`
`EFiled: Mar 22 2024 11:56PM EDT
`Transaction ID 72586486
`Case No. 2023-1060-NAC
`
`
`
`Technology Solutions XIV, LLC, Disruptive Technology Solutions XVI, LLC–
`
`Series A, Disruptive Technology Solutions XVI, LLC–Series B, and Disruptive
`
`Technology Solutions XVI, LLC–Series C (“Plaintiffs”) in the above-captioned
`
`action.
`
`2.
`
`I respectfully submit this affidavit in support of Plaintiffs’ Motion to
`
`Compel, or in the Alternative, to Strike, filed with the Court contemporaneously
`
`herewith.
`
`Exhibit
`
`Description
`
`A.
`
`B.
`
`C.
`
`D.
`
`E.
`
`F.
`
`G.
`
`H.
`
`Excerpts of Deposition of David Barse, dated February 8, 2024
`[CONFIDENTIAL]
`Excerpts of Deposition of Paul Aronzon, dated January 22, 2024
`[CONFIDENTIAL]
`Excerpts of Trial Transcript, dated March 13-14, 2024
`Excerpts of Minutes of JUUL’s Independent Committee dated
`October 14, 2023 (JX-1111) [CONFIDENTIAL]
`Guggenheim/Skadden Materials shared with the Independent
`Committee on October 9 and 10 (JX-1086) [CONFIDENTIAL]
`Letter from L. Bensman to M. Flumenbaum, et al RE: D1 Jasper
`Holdings L.P., et al. v. JUUL Labs, Inc., et al., C.A. No. 2023-
`1060-NAC dated February 27, 2024 (JX-1196) [CONFIDENTIAL]
`Third Amended and Restated Operating Agreement of JL Tao LLC
`dated September 14, 2023 (JX-1002) [CONFIDENTIAL]
`
`Exercise of Authority by Co-Trustees and Investment Trust Adviser
`of Pro Dynasty Trust dated September 20, 2023 (JX-1028)
`[CONFIDENTIAL]
`
`2
`
`
`
`Exhibit
`
`Description
`
`I.
`
`J.
`
`K.
`
`L.
`
`Email from R. Aymard to D. Barse et al., re JLI – Independent
`Commitment Step-Down Waiver and Indemnification Agreement
`dated July 3, 2023 (JLI_Noteholders_IC_Prod0017897)
`[CONFIDENTIAL]
`2023 Class A Common Stock Capital Raising Transaction –
`Process Overview and Timeline for the Independent Committee of
`the Board of Directors of JUUL Labs, Inc. dated October 2023
`(JLI_Noteholders_IC_Prod0018501) [CONFIDENTIAL]
`Discussion Materials dated January 9, 2023 [Withheld]
`(JLI_Noteholders_IC_Prod0007271) [CONFIDENTIAL]
`Email from A. Park to P. Aronzon, et al., re JLI Term Sheet dated
`August 24, 2023 (JX-957) [CONFIDENTIAL]
`
`3
`
`
`
`
`
`FURTHER Affiant sayeth naught.
`
`PAUL, WEISS, RlFKIND,
`WHARTON & GARRISON LLP
`
`By: 4,eJ�� \J�
`
`Elizabeth Wang ( #662
`
`
`1313 North Market Street, Suite 806
`
`Post Office Box 32
`
`Wilmington, DE 19899-0032
`(302)655-4410
`
`Dated: March 22, 2024
`
`Attorneys for Plaintiffs DJ Jasper
`
`
`
`Holdings LP, D 1 SPV JL Master LP, Jay
`
`
`Blocker Ltd., Jay Domestic LLC, GCCU II
`LLC, TOCU XX LLC, OC II FIE VIII LP,
`
`JL SPV Holdings, LLC, EMS J-INV LLC,
`
`
`
`Disruptive Technology Solutions XIV, LLC,
`
`
`Disruptive Technology Solutions
`XVL
`
`
`LLC-Series A, Disruptive Technology
`
`B, and Solutions XVL LLC-Series
`
`
`
`Disruptive Technology Solutions
`XVL
`
`LLC-Series C
`
`SWORN TO AND SUBSCRIBED BEFORE ME
`this 22nd day of March, 2024.
`
`l/GJa� / ¥1a kMiutdz. �
`
`'
`
`Notary Public
`
`4
`
`
`
`CERTIFICATE OF SERVICE
`
`I hereby certify that on March 22, 2024, the foregoing Transmittal Affidavit
`
`of Elizabeth Wang in Support of Plaintiffs’ Motion to Compel, or in the
`
`Alternative, to Strike was caused to be served upon the following counsel of record
`
`via File & ServeXpress:
`
`William M. Lafferty, Esq.
`David J. Teklits, Esq.
`Alexandra M. Cumings, Esq.
`Grant E. Michl, Esq.
`Kirk Andersen, Esq.
`MORRIS, NICHOLS, ARSHT
` & TUNNELL LLP
`1201 N. Market Street
`Wilmington, DE 19801
`
`Richard P. Rollo, Esq.
`Travis S. Hunter, Esq.
`John M. O’Toole, Esq.
`Alexander M. Krischik, Esq.
`RICHARDS, LAYTON
` & FINGER, P.A.
`920 North King Street
`Wilmington, Delaware 19801
`
`
`/s/ Sabrina M. Hendershot
`Sabrina M. Hendershot (#6286)
`
`
`
`
`
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