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Case 1:19-cv-09439-PKC Document 8 Filed 10/16/19 Page 1 of 2

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
------------------------------------x
SECURITIES AND EXCHANGE COMMISSION, :
: 19 Civ. 9439 (PKC)
Plaintiff, :
: ECF Case
-against- :
: Electronically Filed
TELEGRAM GROUP INC. and TON ISSUER :
INC., :
:
Defendants. :
------------------------------------x

DECLARATION OF ALEXANDER C. DRYLEWSKI

I, Alexander C. Drylewski, declare under penalty of perjury that the following is true and

correct:

1. I am a member of Skadden, Arps, Slate, Meagher & Flom LLP, attorneys for the

Defendants in the above captioned action. I am an attorney duly admitted to practice before this

Court.

2. I respectfully submit this declaration in support of the Defendants’ Response in

Opposition to Plaintiff’s Emergency Application for Preliminary Injunction and to transmit true

and correct copies of the following documents:

Exhibit A: October 16, 2019 email from Alexander C. Drylewski to Jorge


Tenreiro and Kevin McGrath at the United States Securities and
Exchange Commission (“Plaintiff” or “SEC”), attaching a
Stipulation and Proposed Order.

Exhibit B: October 16, 2019 email from Jorge Tenreiro to Alexander C.


Drylewski, attaching a subpoena (attached hereto as part of Exhibit
C) and a Proposed Preliminary Injunction.

Exhibit C: Subpoenas sent on behalf of the SEC to Defendants on October 11,


2019 and October 16, 2019.

Exhibit D: Proposed Order.


Case 1:19-cv-09439-PKC Document 8 Filed 10/16/19 Page 2 of 2
Case 1:19-cv-09439-PKC Document 8-1 Filed 10/16/19 Page 1 of 5

Exhibit A
Case 1:19-cv-09439-PKC Document 8-1 Filed 10/16/19 Page 2 of 5

From: Drylewski, Alexander C (NYC)


Sent: Wednesday, October 16, 2019 1:18 PM
To: Tenreiro, Jorge (tenreiroj@SEC.GOV); McGrath, Kevin (McGrathK@SEC.GOV)
Cc: Musoff, Scott D (NYC); Malloy, Christopher P (NYC); Beatty, Andrew R (NYC)
Subject: SEC v. Telegram, 19-cv-9439(PKC)(SDNY)
Attachments: Stipulation and Proposed Order.pdf

Hi Jorge and Kevin – as a follow up to our conversations this week, I'm attaching a draft stipulation and proposed order
through which Telegram agrees not to offer, sell or distribute any Grams and will preserve relevant documents. We
believe this agreement achieves every objective of the SEC's requested preliminary injunction, while preserving the
status quo and all parties' rights without asking the Court to engage on the merits at this premature juncture. We hope
that the SEC will reconsider its insistence that Defendants consent to entry of a preliminary injunction, which is obviated
by the proposed agreement. We're also happy to discuss if you have any proposed edits to the language of the
stipulation.

Separately, we'll be sending you later today responses and objections to the SEC's sixteen document requests dated
October 11, 2019. We're available to meet and confer regarding these requests, which, as you know, implicate
significant data privacy issues, among others. In light of Telegram's commitment not to offer, sell or distribute Grams
and the parties' agreement to work together to set an expedited schedule in this matter, please confirm the SEC's
agreement that the deadlines for emergency discovery are no longer necessary as we work through these issues.

Thank you,
Alex

Alexander C. Drylewski
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square | New York | 10036-6522
T: 212.735.2129 | F: 917.777.2129
alexander.drylewski@skadden.com

1
Case 1:19-cv-09439-PKC Document 8-1 Filed 10/16/19 Page 3 of 5

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
------------------------------------x
SECURITIES AND EXCHANGE COMMISSION :
: 19 Civ. 9439 (PKC)
Plaintiff, :
: ECF Case
-against- :
: Electronically Filed
TELEGRAM GROUP INC. and TON ISSUER :
INC., : STIPULATION AND
: [PROPOSED] ORDER
Defendants. :
------------------------------------x

WHEREAS, on October 11, 2019, Plaintiff Securities and Exchange Commission

(“SEC”) instituted this action asserting claims against Defendants Telegram Group Inc. and TON

Issuer Inc (together, “Defendants” or “Telegram”) under Sections 5(a) and 5(c) of the Securities

Act of 1933, and filed an ex parte Emergency Application For an Order to Show Cause,

Temporary Restraining Order, and Order Granting Expedited Discovery and Other Relief;

WHEREAS, on October 11, 2019, the Court entered an order for Defendants to

show cause as to “why this Court should not enter an Order pursuant to Rule 65 of the Federal

Rules of Civil Procedure and Section 20(b) of the Securities Act preliminarily enjoining

Defendants . . . from any ongoing and future violations of Sections 5(a) and 5(c) of the Securities

Act, including but not limited to by delivering Grams to any person or entity or taking any other

steps to effect any unregistered offer or sale of Grams” (ECF No. 6); and

WHEREAS, Telegram has determined that it will not offer, sell or deliver any

Grams for a period of at least five (5) months from the date of this Stipulation;

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, as

follows:
Case 1:19-cv-09439-PKC Document 8-1 Filed 10/16/19 Page 4 of 5

(1) Plaintiff’s request for a preliminary injunction is hereby withdrawn without

prejudice;

(2) Absent further order of the Court or agreement of the parties, Defendants shall not

offer, sell or deliver Grams to any person or entity for a period of five (5) months beginning on

the date of this Stipulation, and shall provide thirty (30) calendar days’ notice to the SEC before

offering, selling, or delivering Grams to any person or entity following the five month period.

For the avoidance of doubt, Defendants are in no way prohibited from continuing to take any

steps to remain or become compliant with all relevant laws and regulations;

(3) Defendants shall provide the SEC with notice of any amendments to the purchase

agreements relating to their contractual obligations to launch TON Blockchain;

(4) The parties shall not destroy, alter, or conceal any documents in their possession,

custody, or control that are relevant to the allegations in the Complaint. The parties reserve all

rights to challenge the scope of any discovery requested;

(5) The parties shall meet and confer and submit to the Court by no later than October

31, 2019, a proposed case management order, which shall include an expedited discovery

schedule; and

(6) Defendants reserve all rights to seek relief from this Stipulation, in whole or in

part, upon prior notice to the SEC. The parties expressly preserve all rights and defenses,

including any defenses based on personal jurisdiction, none of which shall be deemed waived by

entering into this Stipulation.

Dated: October [__], 2019


New York, New York

2
Case 1:19-cv-09439-PKC Document 8-1 Filed 10/16/19 Page 5 of 5

Jorge G. Tenreiro George A. Zimmerman


Kevin McGrath Scott D. Musoff
Securities and Exchange Commission Christopher P. Malloy
New York Regional Office Alexander C. Drylewski
Brookfield Place SKADDEN, ARPS, SLATE,
200 Vesey Street, Suite 400 MEAGHER & FLOM LLP
New York, New York 10281 Four Times Square
Phone: (212) 336-9145 New York, New York 10036
Phone: (212) 735-3000
Attorneys for Plaintiff
Attorneys for Defendants

SO ORDERED:

U.S.D.J.

New York, New York


__ , 2019

3
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 1 of 18

Exhibit C
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 2 of 18

AO 88B (Rev. 12/13)Subpoena to Produce Documents, Informarion, or Objects or to Pernilt Inspection ofPremises in a Civil Action

UNITED STATES DISTRICT COURT


for the

S E ~'
~t~: ~
Plaints

~ Civil Action No. 19 Civ. 9439(S.D.N.Y.)


~ eiegram~roup, mc.

Def dant

SUBPOENA TO PRODUCE DOCUMENTS,INFORMATION,OR OBJECTS


OR TO PERMIT INSPECTION OF PREMISES IN A CIVIL ACTION
i eiegram vroup inc, ana i uN issuer, inc.
To
~~
ofperson to whom tCris subpoena is

t~ Production: YOU ARE COMMANDED to produce at the time, date, and pace set forth below the following
documents, electronically stored information, or objects, and to permit inspection, copying, testing, or sampling ofthe
material:
Attachment.

Place: ~Q(~ Ve~ S~ Date and Time:


Jorge Tenreiro ~-"`" `~`~~~ ~~I ~O1'~~ 10.16.19
ENF-CPU {..f ti ►-e.i Yc~~' ~ ~Q C ~ Ql/

~ Inspection ofPremises: YOU ARE COMMANDED to permit entry onto the designated premises, land, or
other property possessed or controlled by you at the time, date, and location set forth below, so that the requesting party
may inspect, measure, survey, photograph, test, or sample the property or any designated object or operation on it.

Place: Date and Time:

The following provisions of Fed. R. Civ. P. 45 are attached —Rule 45(c), relating to the place of compliance;
Rule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e) and (g), relating to your duty to
respond to this subpoena and the potential consequences of not doing so.

Date: 10.11.19

CLERK OF COURT ~-~


OR

Signature of Clerk or Deputy Clerk Attorney's signature

The name, address, e-mail address, and telephone number of the attorney representing (name ofparty) SEC
who issues or requests this subpoena, are:
Jorge I enrelro, tSrooKtleld F'lace, 1UU Vesey 5t., New YorK, NY 1ULtt1, tenrelroJ(CUsec.gov, 'L1'L-3:iti-y14b

Notice to the person who issues or requests this subpoena


A notice and a copy of the subpoena must be served on each party in this case before it is served on the person to whom
it is directed. Fed. R. Civ. P. 45(a)(4).
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 3 of 18

AO 88B (Rev. 12/13) Subpoena to Produce Documents,Information, or Objects or to Pemut Inspection ofPremises in a Civil Action(Page 2)

Civil Action No. 19 Civ. 9439(S.D.N.Y.)

PROOF OF SERVICE
(This section should not befiled with the court unless required by Fed R. Civ. P. 45.)

I received this subpoena for (name ofindividual and rir[e, ifany)


Ori (date)

~ I served the subpoena by delivering a copy to the named person as follows:

on (date) ; or

~ I returned the subpoena unexecuted because:

Unless the subpoena was issued on behalf ofthe United States, or one of its officers or agents, I have also
tendered to the witness the fees for one day's attendance, and the mileage allowed by law, in the amount of

My fees are $ for travel and $ for services, for a total of$ 0.00

I declare under penalty of perjury that this information is true.

Date:
Server's signature

Printed name and title

Server's address

Additional information regarding attempted service, etc.:


Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 4 of 18

AO 88B (Rev. 12/13)Subpoena to Produce Documents,Information, or Objects or to Permit Inspection ofPremises in a Civil Action(Page 3)

Federal Rule of Civil Procedure 45(c),(d),(e), and (g)(Effective 12/1/13)


(c)Place of Compliance. (ii) disclosing an unretained expert's opinion or information that does
not describe specific occurrences in dispute and results from the expert's
(1)For a Trial, Hearing, or Deposition. A subpoena may command a study that was not requested by a party.
person to attend a trial, hearing, or deposition only as follows: (C)Specifying Conditions as an Alternative. In the circumstances
(A)within 100 miles of where the person resides, is employed, or described in Rule 45(d)(3)(B), the court may,instead ofquashing or
regularly transacts business in person; or modifying a subpoena,order appearance or production under specified
(B} within the state where the person resides, is employed, or regululy conditions ifthe serving party:
transacts business in person,ifthe person (i)shows a substantial need for the testimony or material that caFlnot be
(i)is a party or a party's officer; or otherwise met without undue hardship; and
(ii) is commanded to attend a trial and would not incur substantial (ii) enswes that the subpoenaed person will be reasonably compensated.
expense.
(e)Duties in Responding to a Subpoena.
(2)For Other Discovery. A subpoena may command:
(A)production ofdocuments, electronically stored information, or (1)Producing Documents or Electronically Stored Information. These
tangible things at a place within 100 miles of where the person resides, is procedures apply to producing documents or electronically stored
employed, or regulazly transacts business in person; and information:
(B)inspection of premises at the premises to be inspected. (A)Documents. A person responding to a subpoena to produce documents
must produce them as they aze kept in the ordinary course of business or
(d)Protecting a Person Subject to a Subpoena; Enforcement. must organize and label them to correspond to the categories in the demand.
(B)Formfor Producing Electronically Stored Information Not Specified.
(1)Avoiding Undue Burden or Expense;Sanctions. A party or attorney Ifa subpoena does not specify a form fox producing electronical}y stored
responsible for issuing and serving a subpoena must take reasonable steps information,the person responding must produce it in a form or forms in
to avoid imposing undue burden or expense on a person subject to the which it is ordinarily maintained or in a reasonably usable form or forms.
subpoena. The court for the district where compliance is required must (G7 Electronically Stored Information Produced in Only One Form. The
enforce this duty and impose an appropriate sanction—which may include person responding need not produce the same electronically stored
lost earnings and reasonable attorney's fees—on a party or attorney who information in more tk~an one form.
fails to comply. (D)Inaccessible Electronically Stored Information.'Fhe person
responding need not provide discovery ofelectronically stored information
(2}Command to Produce Materials or PermitInspection. from sources that the person identifies as not reasonably accessible because
(A)Appearance Not Required. A person commanded to produce of undue burden or cost. On motion to compel discovery or for a protective
documents, electronically stored information, or tangible things, or to order,the person responding must show that the information is not
permit the inspection of premises, need not appear in person at the place of reasonably accessible because ofundue burden or cost Ifthat showing is
production or inspection unless also commanded to appeaz for a deposition, made,the court may nonetheless order discovery from such sources ifthe
hearing, or trial. requesting party shows good cause,considering the limitations ofRule
(B)Objections. A person commanded to produce documents or tangible 26(b)(2xC). The court may specify conditions for the discovery..
things or to permit inspection may serve on the party or attorney designated
in the subpoena a written objection to inspecting, copying,testing, or (2)Claiming Privilege or Protection.
sampling any or all ofthe materials or to inspecting the premises—or to (A)Information Withheld. A person withholding subpoenaed information
producing electronically stored information in the form or forms requested. under a claim that it is privileged or subject to protection as trial-preparation
The objection must be served before the earlier of the time specified for material must:
compliance or 14 days after the subpoena is served. If an objection is made, (i)expressly make the claim; and
the following rules apply: (u)describe the nature of the withheld documents,communications,or
(i) At any time, on notice to the commanded person, the serving party tangible things in a manner that, without revealing information itself
may move the court for the district where compliance is required for an privileged or protected, will enable the parties to assess the claim.
order compelling production or inspection. (B)Information Produced. If information produced in response to a
(u)These acts may be required only as directed in the order, and the subpoena is subject to a claim ofprivilege or of protection as
order must protect a person who is neither a party nor a party's ofi3cer from trial-preparation material, the person making the claim may notify any party
significant expense resulting ffom compliance. that received the information ofthe claim and the basis for it. After being
notified, a party must promptly return, sequester, or destroy the specified
(3)Quashing or Modifying a Subpoena information and any copies it has; must not use or disclose the information
(A) When Required. On timely motion,the court for the district where until the claim is resolved; must take reasonable steps to retrieve the
compliance is required must quash or modify a subpoena that: information ifthe party disclosed it before being notified; and may promptly
(i) fails to allow a reasonable time to comply; present the information under seal to the court for the district where
(ii) requires a person to comply beyond the geographical limits compliance is required for a determination ofthe claim. The person who
specified in Rule 45(c); produced the information must preserve the information until the claim is
(ui)requires disclosure ofprivileged or other protected matter,if no resolved.
exception or waiver applies; or
(iv)subjects a person to undue burden. (p~ Contempt.
(B) When Permitted. To protect a person subject to or affected by a The court for the district where compliance is required—and also, after a
subpoena, the court for the district where compliance is required may,on motion is transferred, the issuing court—may hold in contempt a person
motion, quash or modify the subpoena if it requires: who, having been served, fails without adequate excuse to obey the
(i) disclosing a trade secret or other confidential research, subpoena or an order related to it.
development, or commercial information; or

For access to subpoena materials, see Fed. R. Civ. P. 45(a)Committee Note(2013).


Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 5 of 18

ATTACHMENT FOR SUBPOENA ISSUED TO TELEGRAM GROUP INC. AND TON


ISSUER, INC.
SEC v. Telegram Group Inc., No. 19 Civ. 9439 (S.D.N.Y.)

October 11, 2019

Please note that on October 11, 2019, the United States District Court for the Southern District
of New York ordered expedited discovery in this action in anticipation of an upcoming
preliminary injunction hearing, and noted in Paragraph IV of that Order that the production
of documents may be due within three (days) from service. A copy of the order is enclosed.

Definitions

As used in this subpoena, the words and phrases listed below shall have the following meanings:

1. “Telegram” means the entity doing business under the name “Telegram Group Inc.,”
including parents, subsidiaries, affiliates, predecessors, successors, officers, directors,
employees, agents, general partners, limited partners, partnerships and aliases, code
names, or trade or business names used by any of the foregoing.

2. “TON Issuer Inc.” means the entity doing business under the name “TON Issuer Inc.,”
including parents, subsidiaries, affiliates, predecessors, successors, officers, directors,
employees, agents, general partners, limited partners, partnerships and aliases, code
names, or trade or business names used by any of the foregoing.

3. The “Telegram ICO” means any offer or sale of any digital asset, token, or coin by
Telegram or TON Issuer Inc.

4. “Grams” means the digital assets, tokens, or coins offered or sold in the Telegram ICO.

5. “Person” means a natural person, firm, association, organization, partnership, business,


trust, corporation, bank or any other private or public entity.

6. A “Representative” of a Person means any present or former family members, officers,


executives, partners, joint-venturers, directors, trustees, employees, consultants,
accountants, attorneys, agents, or any other representative acting or purporting to act on
behalf of the Person.

7. “Document” shall include, but is not limited to, any written, printed, or typed matter
including, but not limited to all drafts and copies bearing notations or marks not found in
the original, letters and correspondence, interoffice communications, slips, tickets,
records, worksheets, financial records, accounting documents, bookkeeping documents,
memoranda, reports, manuals, telephone logs, facsimiles, messages of any type,
telephone messages, text messages, voice mails, tape recordings, notices, instructions,
minutes, summaries, notes of meetings, file folder markings, and any other organizational
indicia, purchase orders, information recorded by photographic process, including
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 6 of 18

microfilm and microfiche, computer printouts, spreadsheets, and other electronically


stored information, including but not limited to writings, drawings, graphs, charts,
photographs, sound recordings, images, and other data or data compilations that are
stored in any medium from which information can be retrieved, obtained, manipulated, or
translated.

8. “Communication” means any correspondence, contact, discussion, e-mail, instant


message, or any other kind of oral or written exchange or transmission of information (in
the form of facts, ideas, inquiries, or otherwise) and any response thereto between two or
more Persons or entities, including, without limitation, all telephone conversations, face-
to-face meetings or conversations, internal or external discussions, or exchanges of a
Document or Documents.

9. “Concerning” means directly or indirectly, in whole or in part, describing, constituting,


evidencing, recording, evaluating, substantiating, concerning, referring to, alluding to, in
connection with, commenting on, relating to, regarding, discussing, showing, describing,
analyzing or reflecting.

10. An “Agreement” means any actual or contemplated (i) written or oral Agreement; (ii)
term or provision of such Agreement; or (iii) amendment of any nature or termination of
such Agreement. A request for any Agreement among or between specified parties
includes a request for all Documents Concerning (i) any actual or contemplated
Agreement among or between such parties, whether or not such Agreement included any
other Person; (ii) the drafting or negotiation of any such Agreement; (iii) any actual or
contemplated demand, request or application for any such Agreement, and any response
thereto; and (iv) any actual or contemplated objection or refusal to enter into any such
Agreement, and any response thereto.

11. The term “Reviewed” means examined, assessed, considered, analyzed or evaluated.

12. The term “you” and “your” means the Person to whom or entity to which this subpoena
was issued.

13. To the extent necessary to bring within the scope of this this subpoena any information or
Documents that might otherwise be construed to be outside its scope:
a. the word “or” means “and/or”;
b. the word “and” means “and/or”;
c. the functional words “each,” “every” “any” and “all” shall each be deemed to
include each of the other functional words;
d. the masculine gender includes the female gender and the female gender includes
the masculine gender; and
e. the singular includes the plural and the plural includes the singular.
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 7 of 18

Instructions

1. Unless otherwise specified, this subpoena calls for production of the original Documents
and all copies and drafts of same. Documents responsive to this subpoena may be in
electronic or paper form. Electronic Documents such as email should be produced in
accordance with the attached Document entitled SEC Data Delivery Standards. All
responsive electronic Documents, including all metadata, should also be produced in their
native software format.

2. The subpoena does not require that you produce to the Staff of the SEC any documents
you may have previously provided in connection with the investigation of this matter.

3. For Documents in paper format, you may send the originals, or, if you prefer, you may
send copies of the originals. The Commission cannot reimburse you for the copying
costs. If you are sending copies, the staff requests that you scan (rather than photocopy)
hard copy Documents and produce them in an electronic format consistent with the SEC
Data Delivery Standards. Alternatively, you may send us photocopies of the Documents
in paper format. If you choose to send copies, you must secure and retain the originals
and store them in a safe place. The staff may later request or require that you produce the
originals.

4. Whether you scan or photocopy Documents, the copies must be identical to the originals,
including even faint marks or print. Also, please note that if copies of a Document differ
in any way, they are considered separate Documents and you must send each one. For
example, if you have two copies of the same letter, but only one of them has handwritten
notes on it, you must send both the clean copy and the one with notes.

5. In producing a photocopy of an original Document that contains post-it(s), notation


flag(s), or other removable markings or attachments which may conceal all or a portion
of the markings contained in the original Document, photocopies of the original
Document both with and without the relevant post-it(s), notation flag(s), or removable
markings or attachments should be produced.

6. Documents should be produced as they are kept in the ordinary course of business or be
organized and labeled to correspond with the categories in this request. In that regard,
Documents should be produced in a unitized manner, i.e., delineated with staples or paper
clips to identify the Document boundaries.

7. Documents should be labeled with sequential numbering (bates-stamped).

8. You must produce all Documents created during, or Concerning, the time periods
identified in this subpoena, unless otherwise specified.

9. The scope of any given request should not be limited or narrowed based on the fact that it
calls for Documents that are responsive to another request.
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 8 of 18

10. You are not required to produce exact duplicates of any Documents that have been
previously produced to the Securities and Exchange Commission staff in connection with
this matter. If you are not producing Documents based upon a prior production, please
identify the responsive Documents that were previously produced.

11. For any Documents that qualify as records of regularly conducted activities under Federal
Rule of Evidence 902(11), please complete a business records certification (a sample of
which is enclosed) and return it with the Document production.

12. This subpoena covers all Documents in or subject to your possession, custody or control,
including all Documents that are not in your immediate possession but that you have the
effective ability to obtain, that are responsive, in whole or in part, to any of the individual
requests set forth below. If, for any reason – including a claim of attorney-client privilege
– you do not produce something called for by the request, you should submit a list of
what you are not producing. The list should describe each item separately, noting:

a. its author(s);
b. its date;
c. its subject matter;
d. the name of the Person who has the item now, or the last Person known to have it;
e. the names of everyone who ever had the item or a copy of it, and the names of
everyone who was told the item’s contents;
f. the basis upon which you are not producing the responsive Document;
g. the specific request in the subpoena to which the Document relates;
h. the attorney(s) and the client(s) involved; and
i. in the case of the work product doctrine, the litigation for which the Document
was prepared in anticipation.

13. If Documents responsive to this subpoena no longer exist because they have been lost,
discarded, or otherwise destroyed, you should identify such Documents and give the date
on which they were lost, discarded or destroyed.
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 9 of 18

Documents to be Produced

1. All documents and communications concerning the trading or potential trading of


Grams on any digital asset exchange, including, but not limited to, Coinbase,
Poloniex, Bittrex, Huobi, Binance, Blackmoon Crypto, and Liquid.io.

2. All documents and communications concerning any agreement or potential


agreement to custody Grams with any digital asset exchange, including, but not
limited to, Coinbase, Coinbase Custody, Gram Vault, Anchor Labs or Anchorage
Trust Company.

3. All documents and communications with investors who entered into purchase
agreements to buy Grams with Telegram Group Inc. and/or TON Issuer, Inc.,
including, but not limited to, any foreign purchaser or entity.

4. All documents and communications concerning the accredited status of any


purchasers of Grams, including any foreign individual or entity purchasers.

5. All documents and communications concerning the development or potential


development of any application(s) on the TON Blockchain by any entity.

6. All documents and communications with TON Labs and/or Alexander Filatov.

7. All marketing or promotional materials disseminated by Telegram Group Inc. or


TON Issuer, Inc., or any agent or affiliated entity, in connection with the
distribution, offer or sale of Grams.

8. A complete and updated list of all individuals and entities that purchased Grams
from Telegram or any agent or affiliated entity, including, but not limited to, any
foreign individual or entity purchasers. For each individual or entity identified in
this item, documents sufficient to identify the following: name of the purchaser
and if an entity, the name of that entity’s equity owners; the number of tokens
purchased; the price paid per token; the date of the purchase; date of receipt; and
the terms or conditions placed on the Grams purchased (if any).

9. Documents sufficient to provide an accurate accounting of the funds raised by the


sale of Grams, and the current status of these funds, including, but not limited to,
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 10 of 18

financial records reflecting the current amount of the funds, and the use to which
any funds were put.

10. All documents and communications concerning Grams Vault and/or Sergey
Vasin.

11. All documents and communications concerning Blackmoon Crypto and/or Oleg
Seydak.

12. All documents and communications concerning Blackmoon Financial Group.

13. All documents and communications concerning any unauthorized secondary


trading of Grams.

14. All documents and communications relating to any steps Telegram took to ensure
that purchasers of Grams were not purchasing them with view to resell them or
were not otherwise acting as underwriters as that term is used in Section 2(a)(11)
of the Securities Act of 1933.

15. Documents sufficient to identify a list of all current possible uses of Grams on the
Telephone Open Network.

16. All documents and communications relating to any steps Telegram took to ensure
that purchasers of Grams were purchasing with view to use the Grams.
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 11 of 18

AO 88B (Rev. 12/13)Subpoena to Produce Documents,Information, or Objects or to Permit Inspection ofPremises in a Civil Action

UNITED STATES DISTRICT COURT


for the
Southern District of New York

Securities and Exchange Commission ~


-- --
Plaii~tif
v. ) Civil Action No. 19 Civ. 9439(PKC)
Telegram Group Inc. &TON Issuer Inc. )
__. _ _—
Defendant

SUBPOENA TO PRODUCE DOCUMENTS,INFORMATION,OR OBJECTS


OR TO PERMIT IlYSPECTION OF PREMISES IN A CIVIL ACTION

To: Telegram Group Inc. &TON Issuer Inc.

(Name ofperson to whom this subpoena is directed)

Production: YOU ARE COMMANDED to produce at the time, date, and place set forth below the following
documents, electronically stored information, or objects, and to permit inspection, copying,testing, or sampling of the
material: The documents requested in Attachment A

Place: 200 Vesey Street Suite 400 Date and Time: _~


New York NY 10281 10/21/2019 9:00 am

~ Inspection of~Premises: YOU ARE COMMANDED to pernit entry onto the designated premises, land, or
other property possessed or controlled by you at the time, date, and location set forth below, so that the requesting party
may inspect, measure, survey, photograph, test, or sample the property or any designated object or operation on it.

Place: I Date and Time:

The following provisions of Fed.. R. C.iv. P. 45 are attached —Rule 45(c), relating to the place of compliance;
Rule 45(d), relating to your protection as a person subject to a subpoena; and Rule 45(e)and (g),.relating to your duty to
respond to this subpoena and the potential consequences of not doing so.
Date: 10/16/2019

CLERK Ol+'C'OURT
OR

Signature ofClerk or Deputy Clerk Attorney's signature

The name, address, e-mail address, and telephone number ofthe attorney representing (,~~me ofparry) S~ ~.
who issues or requests this subpoena, are:

UC
Notice to the person who issues or requests this subpoena
A notice and a copy of the subpoena must be served on each party in this case before it is served on the person to whom
it is directed. Fed. R. Civ. P. 45(a)(4).
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 12 of 18

AO 88B (Rev. 12/13)Subpoena to Produce Documents, Information, or Objects or to Permit Inspection of Premises in a Civil Action (Page 2)

Civil Action No. 19 Civ. 9439(PKC)

PROOF OF SERVICE
(This section slzouCd not befiled with the court unless required by Feel R. Civ..P. 45.)

I received this subpoena for (name of;,~d~,~tduaC and tirte, ifany)


On (date)

D I served the subpoena by delivering a copy to the named .person as follows:

on (date) ; or

Q I returned the subpoena unexecuted because:

Unless the subpoena was issued on behalf ofthe United States, or one of its officers or agents, I have also
tendered to the witness the fees for one day's attendance, and the mileage allowed by law,in the amount of

My fees are $ for travel and $ for services, for a total of$ 0.00

[ declare under penalty of perjury that this information is true.

Date:
Sewer's signtrh«•e

Printed ttame ancf title

__ __ _ --
Se~ver's udrfress

Additional information regarding attempted service, etc.:


Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 13 of 18

AO 8$B (Rev. 12!13) Subpoena to Produce Documents,Information, or Objects or to Permit Inspection of Premises in a Civil Action(Page 3)

.Federal Rule of Civil Procedure 45(c),(d),(e), and (g)(Effective 12/!./13)


(c)Place of Compliance. (ii) disclosing Dui unretained expert's opinion or infonuation that does
not describe speciFc occurrences in dispute aria resoles :from the expert's
(.1) For n 1riul, Fleuri~eg, or Deposition. A subpoena may command a study Uiat was not requested by a party.
person to attend a trial, hearing, or deposition only as follows: (C)Specking C.anditions as an Alternative. In the circumstances
(A)within 100 miles of where the person resides, is employed, or described in Rule 45(d)(3)(B), Uie court may,instead of quashing or
regularly transacts business in person; or modifying a subpoena, order appearance or production under specified
(B)within the state where the person resides, is employed, or regularly conditions iftl~e serving party:
transacts business in person, ifthe person (i) shows a sabstantia( need for the testimony or material tftaf cannot be
(i} is a party or a pazty's officer; or otherwise met without undue hardship; mid
(ii} is commazided to attend a trial and would not incur substantial (ii) ensures that the subpoenaed persai will be reasonably compensated.
expense.
(e)Duties in Responding to a Subpoena.
(2)For Other Discovery. A.subpoena may canmaud;
(A)production of documents, electronically stored information, or (1).Producing Aocume~rGs or Electrnnirn!'!~~ Stored Information. These
tangible things at a place within 100 miles of where the person resides, is procedures apply to producing documents or electronically stored
employed, or regularly tra~isacts Uusiness in person; and information:
{B)inspection of premises at Uie premises to be inspected. (A)Dociunents. A person responding to a subpoena to produce documents
must produce Uiem as Uiey are kept in the ordinary course of business or
(d)Protecting a Person Subject to a Subpoena; Enforcement. must or6a~iire and label them to correspond to the categgries in the dema~id.
(B)Formfor Prod~~cing Electronically Stored Information No/ SpzciTed.
(1)Avoiding ilndue Bur~le~e or Expe~ese;Sanctions. A party or attorney If a subpoena does not specify a form for producing electronically stored
responsible for issuing and serving a subpoena must take reasonable steps information,the person responding must produce it in a form or forms in
to avoid imposing undue burden or expense on a person subject to the which it is ordinuily maintained or in a reasonably usable form or foams.
subpoena. The court for the district where compliance is required must (C)Electronically Stored Information Produced in Only One Form. Tl~e
enforce this duty and impose ail appropriarte sanction—which may include person responding need not produce the same electronically stored
lost earnings a~~d reasonable attorney's fees—on a party or attorney who information in more than one form.
fails to comply. (D)Inaccessible Electronical/y Stored Information. The person
responding need not provide discovery of electronically stored information
(2)Conimund to Produce Materials or Permit Inspection. from sources that die person identifies as not reasonably accessible because
(A)Appearance Not Required. A person commanded to produce of w~due burden or cost. On motion. to compel discovery or for a protective
documents, eleckronically stored inf'onnation, or tangible things, or to order, the person responding must slow that the information is not
penult Uie inspection of premises, need not appear in person at the place of reasonably accessible because of undue burden or cost. Ifthat showing is
production or i~upection unless also commanded to appear for a deposition, made, the court may nonetheless order discovery from such sources if the
hearing, or trial. requesting party shows good cause, considering the limitations of Rule
(B)Ubjectiaas. A person commanded to produce documents or tangible 26(b)(2)(C). The court may specify conditions for Use discovery.
things or to permit inspection may serve oil the party or attorney designated
in the subpoena a written objection to inspecting, copying, testing, or (2)Claiming Privilege or.Proteetron.
sampling any or all ofthe materials or to inspecting Uie premises—or to (A)Information YViNrheld. A person withholding subpoenaed information
producing elechonically stored iiaformation in the form or forms requested. under a claim that it is privileged or suUject to protection as trial-preparation
"The objection must be served before the earlier of the time specified for material must:
complia~~ce or 14 days after the subpoena is served [fan objection is made, (i) expressly make the claim; and
tUe following rules apply: (ii) describe die nature oP the withheld documents, communications, or
(i) At a~iy time, on notice to the commanded person, the serving party tangible things in a ma~mer that, widiaut revealing information itself
may move the court for the district where compliance is required for an privileged or protected, will enable the parties to assess the claim.
order compelling production or inspection. (B)Information Produced. If. inforniation produced in response to a
(ii) These acts may be required only as directed in the order, acid the subpoena is subject to a claim of privilege or of protection as
order must protect a person who is neither a party nor ~ party's officer from trial-preparation material, the person making the claim may notify any party
significa~rt expense resulting from compliance. that received the information of the claim and the basis for it. rater being
notified, a party must promptly return, sequester, or destroy the specified
(3)Quashing or Modifying n Subpoe~ea. information and a~~y copies it has; must not use or disclose the information
(A} YVhen Required. On timely motion,the court for Use dist~•ict ~~here until Uie claim is resolved; must take reasonable steps to retrieve the
compliance is required must quash or modify a subpoena that: information iFthe party disclosed it before being noticed; and may promptly
(i) fails to allow a reasonable time to comply; present the inforniation under seal to the court for the district where
(ii) requires a person to comply beyond the geographical limits compliance is required For a determination ofthe dTim, The person who
specified in Rule 45(c); produced die information must preserve the information until die claim is
(iii) requires disclosure oFprivileged or other protected matter, if no resolved.
exception or waiver applies; or
(iv) subjects a person to undue burden. (g)Contempt.
(B) YVhen Permitted. To protect a person subject to or affected by a 1'he couR for tl~e district where complia~~ce is required—and also, after a
subpoena, the court for the district where compliance is required may,on motion is transferred, the issuing court—may hold in contempt a person
motion, quash or modify die subpoena if is requires: who, having been served, fails without adequate excuse to obey the
(i) disclosing a trade secret or other confidential reseazch, subpoena or an order related to it.
development, or commercial informatia~; or

For access to subpoena materials, see Fed..R. Civ. P. 45(a} Committee Note(2013).
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 14 of 18

ATTACHMENT A FOR SUBPOENA ISSUED TO TELEGRAM GROUP INC. & TON


ISSUER INC.
SEC v. Telegram Group Inc., No. 19 Civ. 9439 (S.D.N.Y.)

October 16, 2019

Please note that on October 11, 2019 the United States District Court for the Southern District
of New York ordered expedited discovery in this action in anticipation of an upcoming
preliminary injunction hearing, and noted in Paragraph IV of that Order that the production
of documents may be due within three (days) from service. A copy of the order is enclosed.

Definitions

As used in this subpoena, the words and phrases listed below shall have the following meanings:

1. “Telegram” means the entity doing business under the name “Telegram Group Inc.,”
including parents, subsidiaries, affiliates, predecessors, successors, officers, directors,
employees, agents, general partners, limited partners, partnerships and aliases, code
names, or trade or business names used by any of the foregoing.

2. “TON Issuer Inc.” means the entity doing business under the name “TON Issuer Inc.,”
including parents, subsidiaries, affiliates, predecessors, successors, officers, directors,
employees, agents, general partners, limited partners, partnerships and aliases, code
names, or trade or business names used by any of the foregoing.

3. The “Telegram ICO” means any offer or sale of any digital asset, token, or coin by
Telegram or TON Issuer Inc.

4. “Grams” means the digital assets, tokens, or coins offered or sold in the Telegram ICO.

5. “Person” means a natural person, firm, association, organization, partnership, business,


trust, corporation, bank or any other private or public entity.

6. A “Representative” of a Person means any present or former family members, officers,


executives, partners, joint-venturers, directors, trustees, employees, consultants,
accountants, attorneys, agents, or any other representative acting or purporting to act on
behalf of the Person.

7. “Document” shall include, but is not limited to, any written, printed, or typed matter
including, but not limited to all drafts and copies bearing notations or marks not found in
the original, letters and correspondence, interoffice communications, slips, tickets,
records, worksheets, financial records, accounting documents, bookkeeping documents,
memoranda, reports, manuals, telephone logs, facsimiles, messages of any type,
telephone messages, text messages, voice mails, tape recordings, notices, instructions,
minutes, summaries, notes of meetings, file folder markings, and any other organizational
indicia, purchase orders, information recorded by photographic process, including

1
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 15 of 18

microfilm and microfiche, computer printouts, spreadsheets, and other electronically


stored information, including but not limited to writings, drawings, graphs, charts,
photographs, sound recordings, images, and other data or data compilations that are
stored in any medium from which information can be retrieved, obtained, manipulated, or
translated.

8. “Communication” means any correspondence, contact, discussion, e-mail, instant


message, or any other kind of oral or written exchange or transmission of information (in
the form of facts, ideas, inquiries, or otherwise) and any response thereto between two or
more Persons or entities, including, without limitation, all telephone conversations, face-
to-face meetings or conversations, internal or external discussions, or exchanges of a
Document or Documents.

9. “Concerning” means directly or indirectly, in whole or in part, describing, constituting,


evidencing, recording, evaluating, substantiating, concerning, referring to, alluding to, in
connection with, commenting on, relating to, regarding, discussing, showing, describing,
analyzing or reflecting.

10. An “Agreement” means any actual or contemplated (i) written or oral Agreement; (ii)
term or provision of such Agreement; or (iii) amendment of any nature or termination of
such Agreement. A request for any Agreement among or between specified parties
includes a request for all Documents Concerning (i) any actual or contemplated
Agreement among or between such parties, whether or not such Agreement included any
other Person; (ii) the drafting or negotiation of any such Agreement; (iii) any actual or
contemplated demand, request or application for any such Agreement, and any response
thereto; and (iv) any actual or contemplated objection or refusal to enter into any such
Agreement, and any response thereto.

11. The term “Reviewed” means examined, assessed, considered, analyzed or evaluated.

12. The term “you” and “your” means the Persons to whom or entity to which this subpoena
was issued.

13. To the extent necessary to bring within the scope of this this subpoena any information or
Documents that might otherwise be construed to be outside its scope:
a. the word “or” means “and/or”;
b. the word “and” means “and/or”;
c. the functional words “each,” “every” “any” and “all” shall each be deemed to
include each of the other functional words;
d. the masculine gender includes the female gender and the female gender includes
the masculine gender; and
e. the singular includes the plural and the plural includes the singular.

Instructions

1. Unless otherwise specified, this subpoena calls for production of the original Documents

2
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 16 of 18

and all copies and drafts of same. Documents responsive to this subpoena may be in
electronic or paper form. Electronic Documents such as email should be produced in
accordance with the attached Document entitled SEC Data Delivery Standards. All
responsive electronic Documents, including all metadata, should also be produced in their
native software format.

2. The subpoena does not require that you produce to the Staff of the SEC any documents
you may have previously provided in connection with the investigation of this matter.

3. For Documents in paper format, you may send the originals, or, if you prefer, you may
send copies of the originals. The Commission cannot reimburse you for the copying
costs. If you are sending copies, the staff requests that you scan (rather than photocopy)
hard copy Documents and produce them in an electronic format consistent with the SEC
Data Delivery Standards. Alternatively, you may send us photocopies of the Documents
in paper format. If you choose to send copies, you must secure and retain the originals
and store them in a safe place. The staff may later request or require that you produce the
originals.

4. Whether you scan or photocopy Documents, the copies must be identical to the originals,
including even faint marks or print. Also, please note that if copies of a Document differ
in any way, they are considered separate Documents and you must send each one. For
example, if you have two copies of the same letter, but only one of them has handwritten
notes on it, you must send both the clean copy and the one with notes.

5. In producing a photocopy of an original Document that contains post-it(s), notation


flag(s), or other removable markings or attachments which may conceal all or a portion
of the markings contained in the original Document, photocopies of the original
Document both with and without the relevant post-it(s), notation flag(s), or removable
markings or attachments should be produced.

6. Documents should be produced as they are kept in the ordinary course of business or be
organized and labeled to correspond with the categories in this request. In that regard,
Documents should be produced in a unitized manner, i.e., delineated with staples or paper
clips to identify the Document boundaries.

7. Documents should be labeled with sequential numbering (bates-stamped).

8. You must produce all Documents created during, or Concerning, the time periods
identified in this subpoena, unless otherwise specified.

9. The scope of any given request should not be limited or narrowed based on the fact that it
calls for Documents that are responsive to another request.

10. You are not required to produce exact duplicates of any Documents that have been
previously produced to the Securities and Exchange Commission staff in connection with
this matter. If you are not producing Documents based upon a prior production, please

3
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 17 of 18

identify the responsive Documents that were previously produced.

11. For any Documents that qualify as records of regularly conducted activities under Federal
Rule of Evidence 902(11), please complete a business records certification (a sample of
which is enclosed) and return it with the Document production.

12. This subpoena covers all Documents in or subject to your possession, custody or control,
including all Documents that are not in your immediate possession but that you have the
effective ability to obtain, that are responsive, in whole or in part, to any of the individual
requests set forth below. If, for any reason – including a claim of attorney-client privilege
– you do not produce something called for by the request, you should submit a list of
what you are not producing. The list should describe each item separately, noting:

a. its author(s);
b. its date;
c. its subject matter;
d. the name of the Person who has the item now, or the last Person known to have it;
e. the names of everyone who ever had the item or a copy of it, and the names of
everyone who was told the item’s contents;
f. the basis upon which you are not producing the responsive Document;
g. the specific request in the subpoena to which the Document relates;
h. the attorney(s) and the client(s) involved; and
i. in the case of the work product doctrine, the litigation for which the Document
was prepared in anticipation.

13. If Documents responsive to this subpoena no longer exist because they have been lost,
discarded, or otherwise destroyed, you should identify such Documents and give the date
on which they were lost, discarded or destroyed.

4
Case 1:19-cv-09439-PKC Document 8-3 Filed 10/16/19 Page 18 of 18

Documents to be Produced

1. Documents sufficient to identify all of your employees, agents, independent contractors,


attorneys, representatives, and assigns, from the period starting September 1, 2017
through the present, including without limitation any person with actual authority to
conduct business on your behalf.
2. All of the messages posted on the Telegram Messenger channel entitled “TON Board,”
“Telegram Contests,” and in any other Telegram Messenger public or secret channel
dedicated to “Grams” and/or to the “Telegram Open Network.”

5
Case 1:19-cv-09439-PKC Document 8-4 Filed 10/16/19 Page 1 of 4

Exhibit D
Case 1:19-cv-09439-PKC Document 8-4 Filed 10/16/19 Page 2 of 4

UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK
------------------------------------x
SECURITIES AND EXCHANGE COMMISSION :
: 19 Civ. 9439 (PKC)
Plaintiff, :
: ECF Case
-against- :
: Electronically Filed
TELEGRAM GROUP INC. and TON ISSUER :
INC., : [PROPOSED] ORDER
:
Defendants. :
------------------------------------x

WHEREAS, on October 11, 2019, Plaintiff Securities and Exchange Commission

(“SEC”) instituted this action asserting claims against Defendants Telegram Group Inc. and TON

Issuer Inc (together, “Defendants” or “Telegram”) under Sections 5(a) and 5(c) of the Securities

Act of 1933, and filed an ex parte Emergency Application For an Order to Show Cause,

Temporary Restraining Order, and Order Granting Expedited Discovery and Other Relief;

WHEREAS, on October 11, 2019, the Court entered an order for Defendants to

show cause as to “why this Court should not enter an Order pursuant to Rule 65 of the Federal

Rules of Civil Procedure and Section 20(b) of the Securities Act preliminarily enjoining

Defendants . . . from any ongoing and future violations of Sections 5(a) and 5(c) of the Securities

Act, including but not limited to by delivering Grams to any person or entity or taking any other

steps to effect any unregistered offer or sale of Grams” (ECF No. 6); and

WHEREAS, Telegram has determined that it will not offer, sell or deliver any

Grams for a period of at least five (5) months from the date of this Stipulation;

NOW, THEREFORE, IT IS HEREBY ORDERED, as follows:


Case 1:19-cv-09439-PKC Document 8-4 Filed 10/16/19 Page 3 of 4

(1) Plaintiff’s request for a preliminary injunction is hereby denied without prejudice;

(2) Absent further order of the Court or agreement of the parties, Defendants shall not

offer, sell or deliver Grams to any person or entity for a period of five (5) months beginning on

the date of this Stipulation, and shall provide thirty (30) calendar days’ notice to the SEC before

offering, selling, or delivering Grams to any person or entity following the five month period.

For the avoidance of doubt, Defendants are in no way prohibited from continuing to take any

steps to remain or become compliant with all relevant laws and regulations;

(3) Defendants shall provide the SEC with notice of any amendments to the purchase

agreements relating to their contractual obligations to launch TON Blockchain;

(4) The parties shall not destroy, alter, or conceal any documents in their possession,

custody, or control that are relevant to the allegations in the Complaint. The parties reserve all

rights to challenge the scope of any discovery requested;

(5) The parties shall meet and confer and submit to the Court by no later than October

31, 2019, a proposed case management order, which shall include an expedited discovery

schedule;

(6) The parties shall meet and confer regarding a schedule for Telegram to respond to

the SEC’s requests for emergency discovery served on October 11, 2019 and October 16, 2019;

and

(7) Defendants reserve all rights to seek relief from this Stipulation, in whole or in

part, upon prior notice to the SEC. The parties expressly preserve all rights and defenses,

including any defenses based on personal jurisdiction, none of which shall be deemed waived by

entering into this Stipulation.

2
Case 1:19-cv-09439-PKC Document 8-4 Filed 10/16/19 Page 4 of 4

SO ORDERED:

U.S.D.J.

New York, New York


, 2019