in the chancery court of the state of tennessee 20th

IN THE CHANCERY COURT OF THE STATE OF TENNESSEE 20th JUDICIAL DISTRICT

IN NASHVILLE _____________________________________________________________________________ TENNESSEE ACTION 24/7, LLC, ) ) Plaintiff, ) ) v. ) CASE NO. 21-0255-I

) SUSAN LANIGAN, et al., ) ) Defendants. )

) ______________________________________________________________________________

DECLARATION OF E. STEELE CLAYTON IV ______________________________________________________________________________

I, E. Steele Clayton IV, declare as follows:

1. I am counsel of record for Plaintiff Tennessee Action 24/7, LLC (“Action 24/7”) in

this matter, and I submit this declaration in support of its Emergency Motion to Compel

Compliance with the Order on Temporary Injunction.

2. On March 26, 2021, the Court issued an Order on Temporary Injunction “to

maintain the status quo during the pendency of this action” directing Defendants to reinstate Action

24/7’s sports gaming license.

3. On March 26, 2021, at 6:55 p.m., only a few hours after the Order on Temporary

Injunction was issued, I received an email with an attached letter from Alonda McCutcheon, the

General Counsel for the Tennessee Education Lottery Corporation (“TEL”) stating that “pursuant

to Rules 15.2.3, 15.2.4. and 15.2.5 of the Dispute Resolution Regulations, the Sports Wagering

Committee . . . will conduct a hearing regarding your written request for a hearing regarding the

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temporary suspension of Action 24/7’s license, submitted on March 21, 2021.” A true and

complete copy of the email and attached letter from Ms. McCutcheon is attached as Exhibit A.

4. Action 24/7 requested reinstatement of its license and a hearing within hours of

having its license suspended on March 18, 2021. That request was made several times after March

18, 2021 and again on March 21, 2021. However, TEL refused to reinstate Action 24/7’s license

and did not respond to the requests for a hearing. Accordingly, Action 24/7 filed its complaint and

a request for a Temporary Injunction and Permanent Injunction on March 22, 2021.

5. On Tuesday March 30, 2021, I sent an email and letter to Ms. McCutcheon

objecting to the Notice on the grounds that holding the contemplated hearing violated the Order

on Temporary Injunction; the appeal of the license suspension remained exclusively in the Court’s

jurisdiction; and the Court had determined and Defendants’ counsel admitted that the “special

meeting” of the Board purporting to “ratify” the suspension was a final action, meaning no

additional hearing was authorized in the relevant statute or regulations. I also notified Ms.

McCutcheon that, on these bases, Action 24/7 intended to take appropriate action if TEL intended

to proceed with the hearing. A true and complete copy of the email and letter attached to my email

are attached as Exhibit B.

6. A day later on March 31, 2021, at approximately 6:00 p.m., I received an email

from Ms. McCutcheon requesting a phone conference on April 1, 2021 to discuss the Notice of

Hearing. I responded that evening with my availability for a call. A true and complete copy of the

email exchange is attached as Exhibit C.

7. On April 1, 2021, the call requested by Ms. McCutcheon took place at 3:30 p.m.

8. J.P. Urban, as counsel for Defendants, advised that the hearing to consider Action

24/7’s previous license suspension would go forward on April 7, 2021. I again stated Action 24/7’s

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objection to the hearing. I also stated that Action 24/7 believed the hearing would be a violation

of the Order on Temporary Injunction and that Acton 24/7 intended to seek emergency relief from

the Court.

9. I asked Mr. Urban what the specific subject of the hearing would be and informed

him that Action 24/7 had not been notified of any new incidents of fraud or otherwise of concern

to TEL. He stated that the hearing would address the events that led to the license suspension of

March 18 and 19. Mr. Urban did not state that there were any new violations or that this was a

hearing for any purpose other than to consider the license suspension that was a final action of the

Board.

10. Mr. Urban was also advised that Action 24/7’s position was that the Court’s Order

indicated that the Board’s previous suspension of Action 24/7’s license was considered a final

action by the Board and that the Court had exclusive jurisdiction now.

11. Mr. Urban replied that he believed that holding the hearing would not be in

contempt of the Court’s Order on Temporary Injunction because the Court’s Order required TEL

to continue to regulate Action 24/7 and that Action 24/7 was required to continue adhering to

TEL’s rules. He further explained that, while the Court’s Order required the parties to maintain

the status quo, he understood that TEL would not be changing the status quo without consulting

the Court.

12. I advised him that we disagreed with his assessment and that this hearing was

directly and clearly in violation of the Court’s Order. He was also advised that it was Action 24/7’s

position that, besides the fact that the Court had exclusive jurisdiction and the hearing would

violate the Temporary Injunction, the hearing would be in violation of the TEL Rules, which do

not permit and any further appeal of a final action of the Board except to the Court.

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13. In response to the stated position that the Court now had exclusive jurisdiction of

the matter, Mr. Urban stated that the Court’s jurisdiction was a “legal issue.”

14. I asked Mr. Urban to send me an email setting forth the basis of the hearing, and he

stated that he would consider it. Mr. Urban then referred to his previously filed brief to support

the TEL’s belief that the hearing was permitted and that the Sports Wagering Committee had

continued jurisdiction.

15. Mr. Urban made it clear that the hearing would be going forward on April 7, 2021,

and I informed him that Action 24/7 would seek relief by requesting an emergency hearing from

the Court.

16. On Friday April 2, 2021 at 6:57 a.m., I received an email and letter from Mr. Urban

notifying Action 24/7 that TEL intended to move forward with the in-person hearing on April 7,

2021. A true and complete copy of the email and letter are attached here as Exhibit D.

17. The letter specified that the purpose of the hearing is “to consider suspension of

Action 24/7’s license for failure to maintain adequate Internal Controls sufficient to detect and to

prevent unusual, suspicious or illegal wagering activity, as well as its failure to comply with Rule

15.1.7(K)(8)(b) & (e) of the Sports Gaming License Rules, Regulations and Standards.”

18. The letter expressly stated that the Sports Wagering Committee would contemplate

action that could alter the status quo of Action 24/7’s license: “any action contemplated by the

Sports Wagering Committee as a result of the April 7 hearing that would alter the status quo of

Action 24/7’s license would not go into effect without further direction of the Court.”

19. The letter also stated that there would be an appeal process for the Sports Wagering

Committee’s decision, including appealing to the full TEL Board, and suggested Action could

further appeal to the Court, “creating a record for the Court to review.”

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20. Mr. Urban’s letter further argued that the Court did not reach the merits of whether

“exigent circumstances” existed warranting suspension of Action 24/7’s license and the public

interest factor in protecting Tennesseans from risk of criminal activity, as reasons to hold the

hearing.

21. On Friday April 2, 2021 at 3:11 p.m., I sent Mr. Urban an email and letter again

advising TEL that Action 24/7 objected to the hearing and that it intended to file for relief by

requesting an emergency hearing from the Court. I also explained that Tina Hodges, the President

of Action 24/7 and a primary witness for the company, was unavailable on April 7, 2021 and I

requested that if the Court allowed the hearing to go forward, that the hearing be rescheduled. A

true and complete copy of the email and letter are attached as Exhibit E.

22. On April 5, 2021, Mr. Urban replied that Defendants would agree to move the

hearing a week only if Action 24/7 would grant Defendants thirty additional days to respond to its

Verified Complaint. On behalf of Action 24/7, I agreed to this proposal but again restated Action

24/7’s objection to the hearing taking place at all and advised that Action 24/7 still intended to

seek relief from the Court. A true and correct copy of this email exchange is attached as Exhibit

F.

23. The Court was closed on Friday April 2, 2021, so Monday April 5, 2021 was the

first opportunity for Action 24/7 to seek relief from the Court.

24. Attached hereto as Exhibit G is a true and complete copy of the March 24, 2021

hearing transcript.

I declare under penalty of perjury that the foregoing is true and correct to the best of my

knowledge, information, and belief.

/s/ E. Steele Clayton

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CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing is being forwarded via electronic mail, on the 5th day of April, 2021 to the following:

Lindsay H. Sisco J. P. Urban Tennessee Attorney General’s Office 500 Charlotte Ave, Nashville, TN 37219 Nashville, TN 37214 [email protected] [email protected] (p) 615.741.271 Attorney for Defendants

/s/ E. Steele Clayton IV

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

EXHIBIT F

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From: Clayton, SteeleSent: Monday, April 5, 2021 2:01 PMTo: James P. Urban; Miller, Sarah B.Cc: Lindsay Sisco; [email protected]; Jonathan M. ShirleySubject: RE: Action 24/7 v. Lanigan, et al.: Letter Regarding April 7 Hearing

Mr. Urban, Action 24/7 agrees to your proposal below but continues its objection to the hearing. Accordingly, Defendants will have until May 20, 2021 to respond to the Verified Complaint, and should the Court allow the hearing to go forward, the hearing will take place on Wednesday April 14, 2021. Accordingly, we will not appear for the noticed hearing this Wednesday April 7, 2021. To be clear, Action 24/7 continues its objection to the hearing regardless of when it is scheduled to take place and intends to seek relief from the Court as previously discussed with you. If I have misunderstood or misstated your proposal, please contact me immediately. Regards, Steele Clayton

Steele Clayton Member Bass, Berry & Sims PLC 150 Third Avenue South, Suite 2800 • Nashville, TN 37201 615-742-6205 phone • 615-742-2705 fax [email protected] • www.bassberry.com

From: James P. Urban <[email protected]> Sent: Monday, April 5, 2021 10:37 AM To: Miller, Sarah B. <[email protected]>; Clayton, Steele <[email protected]> Cc: Lindsay Sisco <[email protected]>; [email protected]; Jonathan M. Shirley <[email protected]> Subject: RE: Action 24/7 v. Lanigan, et al.: Letter Regarding April 7 Hearing

Thank you, Ms. Miller. Mr. Clayton, If you will agree to extend TEL’s deadline to file a response to Action’s Complaint to May 20, 2021, TEL is open to rescheduling the April 7 hearing to April 14 from 1-3pm. Please let me know if this will be acceptable. Sincerely,

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J.P. Urban | Deputy Attorney General Financial Division Office of Tennessee Attorney General 500 Dr. Martin L. King Jr. Blvd. Nashville, TN 37243 Mailing Address: P.O. Box 20207, Nashville, TN 37202-0207 p: (615) 741-3739 c: (615) 521-2998 [email protected]

From: Miller, Sarah B. <[email protected]> Sent: Friday, April 2, 2021 3:11 PM To: James P. Urban <[email protected]>; Lindsay Sisco <[email protected]>; [email protected] Cc: Clayton, Steele <[email protected]> Subject: Action 24/7 v. Lanigan, et al.: Letter Regarding April 7 Hearing Counsel: Attached please find correspondence related to the above‐referenced matter. Regards, Sarah Miller

150 Third Avenue South, Suite 2800 • Nashville, TN 37201 615-742-7802 phone • 615-742-4144 fax [email protected] • www.bassberry.com

This email may contain privileged and confidential information and is meant only for the use of the specific intended addressee(s). Your receipt is not intended to waive any applicable privilege. If you have received this email in error, please delete it and immediately notify the sender by separate email.

EXHIBIT G

∑1∑ ∑IN THE CHANCERY COURT FOR THE STATE OF TENNESSEE

∑2∑ ∑ ∑ ∑ TWENTIETH JUDICIAL DISTRICT, DAVIDSON COUNTY

∑3∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ CASE NO.:∑ 21-0255-I∑4∑ ∑ ∑TENNESSEE ACTION 24/7, LLC,∑5∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑Plaintiff,∑6∑ ∑ ∑ ∑ vs.

∑7∑ ∑SUSAN LANIGAN, WILLIAM CARVER, PEARL∑ ∑ ∑SHAW, ELEANOR YOAKUM, JOHN CROSSLIN,∑8∑ ∑CHRIS PATTERSON, in their official∑ ∑ ∑capacities as members of the Board of∑9∑ ∑Directors of the Tennessee Education∑ ∑ ∑Lottery Corporation, REBECCA HARGROVE,10∑ ∑in her offical capacity as President∑ ∑ ∑and CEO of the Tennessee Education11∑ ∑Lottery Corporation, and the TENNESSEE∑ ∑ ∑EDUCATION LOTTERY CORPORATION,12∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑Defendants.13∑ ∑ ∑ ∑ ________________________________/

14

15∑ ∑ ∑ ∑ ∑TRANSCRIPT OF TEMPORARY INJUNCTION HEARING

16

17∑ ∑ ∑ ∑ ∑ ∑ ∑DATE TAKEN:∑ Wednesday March 24, 202118∑ ∑ ∑ ∑ ∑ ∑TIME:∑ ∑ ∑ ∑ 2:00 p.m.∑ ∑ ∑ ∑ ∑ ∑ ∑PLACE:∑ ∑ ∑ ∑Davidson County Chancery Court19∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ Part I∑ ∑ ∑ ∑ ∑ ∑ ∑BEFORE:∑ ∑ ∑ PATRICIA HEAD MOSKAL20∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ ∑ CHANCELLOR, PART I

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22∑ ∑ ∑ ∑ ∑ Debra Duran-Bornstein, CCR, RPR23∑ ∑ ∑ ∑ LCR# 808∑ ∑ ∑ ∑ ∑ Huseby Global Litigation24∑ ∑ ∑ ∑ Job No. 337091

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TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021

www.huseby.com Huseby Global Litigation 800-333-2082

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·


∑1∑ ∑APPEARANCES:

∑2

∑3∑ ∑On behalf of Plaintiff:

∑4∑ ∑ ∑ ∑ BASS, BERRY & SIMS PLC∑ ∑ ∑ ∑ ∑ 150 3rd Avenue South∑5∑ ∑ ∑ ∑ Suite 2800n∑ ∑ ∑ ∑ ∑ Nashville, Tennessee 32701∑6∑ ∑ ∑ ∑ (615)742-6200∑ ∑ ∑ ∑ ∑ BY:∑ E. STEELE CLAYTON, IV, ESQ.∑7∑ ∑ ∑ ∑ BY:∑ SARAH B. MILLER, ESQ.∑ ∑ ∑ ∑ ∑ BY:∑ NICK GOLDIN, ESQ.∑8∑ ∑ ∑ ∑ BY:∑ CASEY MALLOY, ESQ.

∑9∑ ∑On behalf of Defendants:

10∑ ∑ ∑ ∑ STATE OF TENNESEE∑ ∑ ∑ ∑ ∑ OFFICE OF THE ATTORNEY GENERAL11∑ ∑ ∑ ∑ 500 Charlotte Avenue∑ ∑ ∑ ∑ ∑ Nashville, Tennessee 3274312∑ ∑ ∑ ∑ (615)741-3491∑ ∑ ∑ ∑ ∑ BY:∑ LINDSAY SISCO, ESQ.13∑ ∑ ∑ ∑ BY:∑ J.P. URBAN, ESQ.∑ ∑ ∑ ∑ ∑ BY:∑ JOHNATHAN SHIRLEY, ESQ.14

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18

19

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21

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23

24

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TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 Page 2

www.huseby.com Huseby Global Litigation 800-333-2082YVer1f

∑1∑ ∑The following proceedings began at 2:03 p.m.:

∑2∑ ∑ ∑ ∑ THE COURT:∑ Ms. Spencer, would you open

∑3∑ ∑Court, please?

∑4∑ ∑ ∑ ∑ CALENDAR CLERK:∑ (Inaudible.)

∑5∑ ∑ ∑ ∑ THE COURT:∑ Good afternoon.

∑6∑ ∑ ∑ ∑ We are here this afternoon in Davidson County

∑7∑ ∑Chancery Court Part I.∑ Welcome to everyone who is

∑8∑ ∑participating in today's hearing.

∑9∑ ∑ ∑ ∑ We are here on an emergency temporary

10∑ ∑injunction motion, and in Case No. 21-0255 Part I,

11∑ ∑Tennessee Action 24/7, LLC versus the Tennessee

12∑ ∑Education Lottery Corporation, et al.

13∑ ∑ ∑ ∑ And before we proceed, I just want to let

14∑ ∑everyone know that today's hearing is being

15∑ ∑recorded.∑ Should anyone need a copy of the

16∑ ∑recording, it can be requested from the trial

17∑ ∑court administrator's office.∑ It is not, however,

18∑ ∑a certified copy.

19∑ ∑ ∑ ∑ With me in the courtroom is the Part I

20∑ ∑calendar clerk, Julie Spencer, and the Part I

21∑ ∑staff attorney, Heather Curliss.

22∑ ∑ ∑ ∑ Consistent with courthouse and courtroom

23∑ ∑protocols, we are all wearing masks, and -- but if

24∑ ∑you have any difficulty hearing us, please let me

25∑ ∑know and we will try and make adjustments.





∑1∑ ∑ ∑ ∑ I would like to take roll to begin with, and

∑2∑ ∑have everyone identify themselves, and anyone who

∑3∑ ∑is sitting in with them so that we know who is

∑4∑ ∑present, and then we'll be ready to proceed.

∑5∑ ∑ ∑ ∑ So beginning with the plaintiff, whom do we

∑6∑ ∑have participating?

∑7∑ ∑ ∑ ∑ MR. CLAYTON:∑ Good afternoon, your Honor.

∑8∑ ∑This is Steele Clayton of the Nashville Bar.∑ I am

∑9∑ ∑joined by the president of my client, Action 24/7,

10∑ ∑Tina Hodges, and my colleague has joined me too,

11∑ ∑Nick Goldin --

12∑ ∑ ∑ ∑ THE COURT:∑ Mr. Clayton, I'm going to have to

13∑ ∑ask you if you can increase the volume on your

14∑ ∑microphone.∑ It's very, very faint.∑ And I want to

15∑ ∑make sure that the other side can hear, as well as

16∑ ∑the court reporter.

17∑ ∑ ∑ ∑ MR. CLAYTON:∑ Your Honor, is that better?

18∑ ∑Can you hear me now?

19∑ ∑ ∑ ∑ THE COURT:∑ Slightly.∑ If you could still

20∑ ∑increase it a bit.∑ And the court reporter is

21∑ ∑nodding her head, so I think she's having

22∑ ∑difficulty hearing as well.

23∑ ∑ ∑ ∑ MR. CLAYTON:∑ Okay.∑ I apologize.∑ One

24∑ ∑minute, your Honor.∑ We're trying to adjust the

25∑ ∑sound.





∑1∑ ∑ ∑ ∑ Your Honor, can you hear us better now?

∑2∑ ∑ ∑ ∑ THE COURT:∑ Yes.∑ Let's try that, and see if

∑3∑ ∑we can proceed on that basis.∑ Thank you.∑ And,

∑4∑ ∑Mr. Clayton, just to reiterate, I think you

∑5∑ ∑introduced the president of Tennessee Action 24/7,

∑6∑ ∑Tina Hodges, and your associate, Mr. Goldin; is

∑7∑ ∑that correct?

∑8∑ ∑ ∑ ∑ MR. CLAYTON:∑ That's correct.∑ And, your

∑9∑ ∑Honor, also attorneys here at Bass Berry Sims,

10∑ ∑Sarah Miller and Casey Malloy.

11∑ ∑ ∑ ∑ THE COURT:∑ Sarah Miller and whom?∑ And who

12∑ ∑else?

13∑ ∑ ∑ ∑ MR. CLAYTON:∑ I'm sorry, Sarah Miller and

14∑ ∑Casey Malloy.

15∑ ∑ ∑ ∑ THE COURT:∑ All right.

16∑ ∑ ∑ ∑ MR. CLAYTON:∑ And the COO of 24/7, Andrew

17∑ ∑Jacks.

18∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Are they on the

19∑ ∑screen, or are they in the same room with you

20∑ ∑or...

21∑ ∑ ∑ ∑ MR. CLAYTON:∑ They're in the same room with

22∑ ∑me, your Honor.∑ They're just not on the screen.

23∑ ∑ ∑ ∑ THE COURT:∑ Okay.∑ Very good.∑ I just want to

24∑ ∑make sure we had everybody identified.∑ Thank you.

25∑ ∑ ∑ ∑ And for the Tennessee Education Lottery





∑1∑ ∑Corporation, whom do we have from the Attorney

∑2∑ ∑General's Office?

∑3∑ ∑ ∑ ∑ MS. SISCO:∑ Your Honor, good afternoon.∑ My

∑4∑ ∑name is Lindsay Sisco.∑ I'm the Assistant Attorney

∑5∑ ∑General, and I wanted to introduce also James

∑6∑ ∑Urban, J.P. Urban, Deputy Attorney General, and

∑7∑ ∑Jonathan Shirley, Assistant Attorney General of

∑8∑ ∑our financial division, who are also representing

∑9∑ ∑the Tennessee Education Lottery Board.

10∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Ms. Sisco, your audio

11∑ ∑is also difficult to hear, so we may need to make

12∑ ∑some adjustments.∑ It's loud enough.∑ It's just

13∑ ∑cutting in and out.∑ That may be because we have

14∑ ∑other microphones that are not yet muted, so

15∑ ∑hopefully that will improve, because when we get

16∑ ∑into the hearing I'm going to ask everyone except

17∑ ∑for the speaker to mute their microphone to

18∑ ∑improve the audio.∑ So we will hope for the best.

19∑ ∑ ∑ ∑ In addition to that, we have Debra Duran, if

20∑ ∑I'm reading your screen correctly, who is our

21∑ ∑court reporter today.∑ We are happy to have you.

22∑ ∑If at any time you're having difficulty hearing,

23∑ ∑if you'll please wave at me or interrupt so that

24∑ ∑we can make sure that you have everything that you

25∑ ∑need during the hearing.∑ Thank you for being here





∑1∑ ∑today.

∑2∑ ∑ ∑ ∑ In addition, we have two requests for media

∑3∑ ∑outlets to access today's hearing via Zoom.∑ And

∑4∑ ∑as I understand it, there was initially an

∑5∑ ∑objection to that, but I would like to confirm

∑6∑ ∑with both sides that you have no objections to the

∑7∑ ∑media attending this hearing today.

∑8∑ ∑ ∑ ∑ Mr. Clayton, any objections?

∑9∑ ∑ ∑ ∑ MR. CLAYTON:∑ No, your Honor.

10∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Thank you.

11∑ ∑ ∑ ∑ Ms. Sisco, any objections?

12∑ ∑ ∑ ∑ MS. SISCO:∑ No objection, your Honor.

13∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ And are the two males

14∑ ∑the media?∑ All right.∑ I apologize.∑ I don't have

15∑ ∑your names handy, but would the two reporters from

16∑ ∑the media outlets -- I think we've already asked

17∑ ∑you to mute your microphone.∑ Could you also turn

18∑ ∑off your video so that we don't have any

19∑ ∑distractions?∑ Can you turn off your video?∑ That

20∑ ∑would be Matthew Waters and Bill -- or Dean.

21∑ ∑They're not on?

22∑ ∑ ∑ ∑ All right.∑ I have two other gentlemen who

23∑ ∑are on the screen who have not identified

24∑ ∑themselves.∑ Would you please identify yourself?

25∑ ∑ ∑ ∑ MR. URBAN:∑ Your Honor, I'm J.P. Urban,





∑1∑ ∑Deputy Attorney General with the Tennessee

∑2∑ ∑Attorney General's Office.

∑3∑ ∑ ∑ ∑ THE COURT:∑ I'm sorry, Mr. Urban, I didn't

∑4∑ ∑recognize you.∑ Your colleague mentioned your

∑5∑ ∑name, but I didn't see your name on the screen, so

∑6∑ ∑thank you.

∑7∑ ∑ ∑ ∑ MR. SHIRLEY:∑ Your Honor, I'm Jonathan

∑8∑ ∑Shirley.∑ I'm also with the Attorney General's

∑9∑ ∑Office.

10∑ ∑ ∑ ∑ THE COURT:∑ Okay.∑ Very good.∑ And you all

11∑ ∑are welcome to be here.∑ I'm happy to have you.

12∑ ∑And if you'll just be sure to turn off -- and you

13∑ ∑probably already did -- but if you'll be sure and

14∑ ∑turn off your audio to improve the sound quality,

15∑ ∑that would be great.

16∑ ∑ ∑ ∑ All right.∑ Is there anyone else that I have

17∑ ∑not called on?∑ Not hearing anyone, I think we're

18∑ ∑ready to proceed then on the plaintiff's motion

19∑ ∑for temporary injunction.

20∑ ∑ ∑ ∑ Mr. Clayton, that is your motion on behalf of

21∑ ∑Tennessee Action 24/7.∑ As I stated in my order

22∑ ∑setting the hearing, we will proceed based upon

23∑ ∑the declarations and exhibits that have been filed

24∑ ∑in advance of the hearing, and will not be

25∑ ∑receiving any live testimony.





∑1∑ ∑ ∑ ∑ All right.∑ Mr. Clayton, you can proceed.

∑2∑ ∑ ∑ ∑ MR. CLAYTON:∑ Thank you, your Honor.∑ Your

∑3∑ ∑Honor, as you know, we represent 24/7, Action

∑4∑ ∑24/7 --

∑5∑ ∑ ∑ ∑ THE COURT:∑ Mr. Clayton, your volume is too

∑6∑ ∑weak.∑ We can't hear you.∑ And I'm going to mute

∑7∑ ∑my microphone as well, unless I need to interrupt

∑8∑ ∑for a question, which I probably will have some.

∑9∑ ∑I'll let you know in advance.∑ But we're going to

10∑ ∑have to do something to improve or increase the

11∑ ∑volume.

12∑ ∑ ∑ ∑ MR. CLAYTON:∑ Okay, your Honor.∑ Can you give

13∑ ∑us one second?∑ I'm going to try and see if

14∑ ∑there's a microphone that I can actually maybe

15∑ ∑attach to my jacket.∑ These microphones are

16∑ ∑actually in the table that we're sitting at.∑ So

17∑ ∑may we have one -- a few minutes to see if we can

18∑ ∑figure that out.∑ I apologize for the difficulty.

19∑ ∑ ∑ ∑ THE COURT:∑ That's no problem.∑ Please do so.

20∑ ∑We'll just pause.∑ Everybody stay on the line, and

21∑ ∑we'll just pause for a couple minutes to allow you

22∑ ∑to make those adjustments.

23∑ ∑ ∑ ∑ Thank you.

24∑ ∑ ∑ ∑ MR. CLAYTON:∑ Thank you, your Honor.

25∑ ∑ ∑ ∑ Your Honor, we're getting another microphone,





∑1∑ ∑so it will just take a minute.∑ I apologize for

∑2∑ ∑the delay.

∑3∑ ∑ ∑ ∑ THE COURT:∑ No problem.∑ Thank you for taking

∑4∑ ∑care of that.

∑5∑ ∑ ∑ ∑ (Pause in the proceedings.)

∑6∑ ∑ ∑ ∑ MR. CLAYTON:∑ Your Honor, we're going to try

∑7∑ ∑dialing in as well and using that as a microphone.

∑8∑ ∑I truly apologize.∑ We have used this setup for

∑9∑ ∑several, many hearings and not had an issue, so I

10∑ ∑apologize.∑ I'm not sure why today it's not

11∑ ∑happening.∑ I guess that's the beauty of

12∑ ∑technology.

13∑ ∑ ∑ ∑ But we're dialing in, and we're going to try

14∑ ∑using that with the phone here by me and see if

15∑ ∑that allows you to hear us better.

16∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Mr. Clayton, thank

17∑ ∑you for that update.∑ I'm hearing you a little bit

18∑ ∑better.∑ I don't know if that was because you were

19∑ ∑leaning in, but if you want to try the dial-in

20∑ ∑procedure as well, that will be fine.

21∑ ∑ ∑ ∑ MR. CLAYTON:∑ Thank you, your Honor.

22∑ ∑ ∑ ∑ Your Honor --

23∑ ∑ ∑ ∑ THE COURT:∑ Yes.

24∑ ∑ ∑ ∑ MR. CLAYTON:∑ Is that better?

25∑ ∑ ∑ ∑ THE COURT:∑ It is except we have terrible





∑1∑ ∑feedback in the courtroom now.∑ I'm going to --

∑2∑ ∑but I'm going to let you proceed.∑ Let's go ahead

∑3∑ ∑and see if we can get started.

∑4∑ ∑ ∑ ∑ MR. CLAYTON:∑ Perhaps I should just -- maybe

∑5∑ ∑I'll try to lean in.∑ I feel like I'm at the eye

∑6∑ ∑doctor where he does one and two, three and four.

∑7∑ ∑Let me -- this is me leaning in, me talking into

∑8∑ ∑the phone.∑ Is one better than the other for you?

∑9∑ ∑ ∑ ∑ THE COURT:∑ The phone is better except it's

10∑ ∑creating feedback in the courtroom for some

11∑ ∑reason, and that's beyond my technological

12∑ ∑expertise to know why that is.

13∑ ∑ ∑ ∑ MS. SISCO:∑ If there's any way -- this is a

14∑ ∑group effort, because I may call in myself. I

15∑ ∑believe the video feed that is for Mr. Clayton is

16∑ ∑not muted, and so if that feed, with three

17∑ ∑attorneys shown on the video, should fix our

18∑ ∑problem.

19∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Mr. Clayton, if you

20∑ ∑could turn off your audio feed, the microphone,

21∑ ∑and just use your smart phone.∑ Let's see if that

22∑ ∑improves things.

23∑ ∑ ∑ ∑ MR. CLAYTON:∑ Okay, your Honor.∑ The feedback

24∑ ∑is coming from our phone according to our IT

25∑ ∑person.∑ If I lean in and use my outside voice,





∑1∑ ∑can you hear me now?

∑2∑ ∑ ∑ ∑ THE COURT:∑ Yes, I can hear you.

∑3∑ ∑ ∑ ∑ MR. CLAYTON:∑ Okay.

∑4∑ ∑ ∑ ∑ THE COURT:∑ Please use your outside voice.

∑5∑ ∑That will work just fine.∑ Pretend like you're

∑6∑ ∑talking to your children, okay?

∑7∑ ∑ ∑ ∑ MR. CLAYTON:∑ Thank you, your Honor.

∑8∑ ∑ ∑ ∑ As you know, we've filed this motion and the

∑9∑ ∑verified complaint and the declaration of Tina

10∑ ∑Hodges, in support of our motion for temporary

11∑ ∑injunction.

12∑ ∑ ∑ ∑ Your Honor, just a little bit of background

13∑ ∑first.∑ Action 24/7 is a locally owned sports --

14∑ ∑online sports gaming platform.∑ It employs about

15∑ ∑15 people, all of which are in Tennessee.∑ And its

16∑ ∑majority predominantly owned by a Tennessean.∑ So

17∑ ∑it's truly a Tennessee corporation.∑ It does not

18∑ ∑operate in other states.∑ It only operates in

19∑ ∑Tennessee in terms of the online gaming.

20∑ ∑ ∑ ∑ When this all came to fruition sometime back

21∑ ∑in 2020, with the passage of the Sports Gaming

22∑ ∑Act, my client applied for a license and went

23∑ ∑through an application process.∑ Part of that

24∑ ∑process involved a $50,000 application fee and a

25∑ ∑$700,000 license fee, if the application was





∑1∑ ∑accepted.∑ All those amounts are in the regs, so

∑2∑ ∑they're there for anyone to see.

∑3∑ ∑ ∑ ∑ On October 31st of 2020, my client's

∑4∑ ∑application was approved, and they were to go live

∑5∑ ∑on November the 2nd, which I believe November the

∑6∑ ∑1st was the first day that online gaming was legal

∑7∑ ∑and allowed in the state of Tennessee.

∑8∑ ∑ ∑ ∑ We're here, Judge, because our license got

∑9∑ ∑suspended on March the 18th, without notice or an

10∑ ∑opportunity to be heard, and it happened on the

11∑ ∑eve of March Madness, which happens to be a -- if

12∑ ∑not the largest, the second largest wagering

13∑ ∑activity each year in the United States.

14∑ ∑ ∑ ∑ I'll discuss the suspension a little more in

15∑ ∑detail, but I think one thing that I want to put

16∑ ∑out there is an overarching theme is -- and as

17∑ ∑your Honor knows, we received the papers from the

18∑ ∑Attorney General's Office this morning around 9,

19∑ ∑and we have read them, but pretty quick turnaround

20∑ ∑which we understand on an emergency hearing.∑ But

21∑ ∑the overarching theme here is these internal

22∑ ∑controls that the Attorney General has said they

23∑ ∑don't know if they're adequate, actually did work

24∑ ∑here.

25∑ ∑ ∑ ∑ In fact, the irony is we wouldn't be having





∑1∑ ∑this hearing if our internal controls hadn't

∑2∑ ∑detected the debit card fraud that happened

∑3∑ ∑between potentially March 9th and the 12th, and

∑4∑ ∑then one other incident on the morning of the

∑5∑ ∑16th.

∑6∑ ∑ ∑ ∑ So we did detect this activity, and that's

∑7∑ ∑undisputed.∑ Our internal controls detected it.

∑8∑ ∑We'll get into it later.∑ If the argument is we

∑9∑ ∑want it faster, well, we actually provided in

10∑ ∑Ms. Hodges' declaration the steps we took to, in

11∑ ∑fact, make it faster.∑ And then namely, your

12∑ ∑Honor, that was implementing 24-hour, 7-day-a-week

13∑ ∑monitoring, the same monitoring that detected

14∑ ∑these activities.

15∑ ∑ ∑ ∑ These criminal debit card fraud, the majority

16∑ ∑happened late hours in the night, and it was

17∑ ∑discovered the next morning, and within an hour,

18∑ ∑these accounts were suspended and on -- on the

19∑ ∑first incident.∑ So we've already told them and

20∑ ∑have implemented now 24/7 monitoring.∑ And the

21∑ ∑monitoring we have been doing, again, detected

22∑ ∑these violations.

23∑ ∑ ∑ ∑ So to me, it's -- is this some sort of a

24∑ ∑timing thing, and we can talk about that, but as

25∑ ∑we go into this, it was not an exigent





∑1∑ ∑circumstance that allowed them to unilaterally and

∑2∑ ∑unlawfully suspend our license and completely shut

∑3∑ ∑us down.

∑4∑ ∑ ∑ ∑ Start getting into the facts, your Honor.

∑5∑ ∑And I know you've read this, all the papers.∑ And

∑6∑ ∑I will try to be sort of brief because, again, I

∑7∑ ∑know you've read this, but I just want to lay out

∑8∑ ∑some of these things because I think they're

∑9∑ ∑important to understand the argument.∑ And this

10∑ ∑debit card fraud -- and it is a debit card.

11∑ ∑Action 24/7 does not accept credit cards.∑ These

12∑ ∑were debit cards.

13∑ ∑ ∑ ∑ Sometime during the night of March 8th, late

14∑ ∑night March 8th, there were four accounts that

15∑ ∑made a number of deposits and withdrawals, and

16∑ ∑some wagering, but mainly deposits and withdrawals

17∑ ∑from various debit cards.

18∑ ∑ ∑ ∑ When Action 24/7 staff came in the next

19∑ ∑morning, the first thing they do is they pulled

20∑ ∑the logs and the other reports that they use to

21∑ ∑look at this type of activity, and they noted that

22∑ ∑there were these four suspicious activities.∑ And

23∑ ∑that was at 10 o'clock, your Honor, they pulled

24∑ ∑certain reports.∑ One is a report that allows

25∑ ∑Action 24/7 to see if there were, you know,





∑1∑ ∑multiple accounts being used on single devices. I

∑2∑ ∑won't go into detail just because of the security

∑3∑ ∑nature of it, but that report was consulted.

∑4∑ ∑ ∑ ∑ And, secondly, we were able to use a software

∑5∑ ∑that geolocated these four accounts as being

∑6∑ ∑pretty close in proximity, in Tennessee.∑ And

∑7∑ ∑based on that, we suspended those four accounts.

∑8∑ ∑And that happened beginning at 11:16, so about an

∑9∑ ∑hour and 16 minutes after it was detected.∑ And we

10∑ ∑continued to -- we suspended the other three

11∑ ∑accounts such that by about 11:20 on the morning

12∑ ∑of the 9th, those accounts were suspended so that

13∑ ∑they could not make any further deposits,

14∑ ∑withdrawals, or any wagering activity.

15∑ ∑ ∑ ∑ As part of that, we contacted immediately one

16∑ ∑of our ACH payment vendors, which they

17∑ ∑basically -- they're more maybe on the withdrawal

18∑ ∑end, but it is a vendor.∑ It's called Global

19∑ ∑Payments.∑ And these vendors, your Honor, by the

20∑ ∑way, register with the TEL.∑ And so we contacted

21∑ ∑Global Payment, and we instructed them to freeze

22∑ ∑any withdrawals from these accounts, to the extent

23∑ ∑there were funds that hadn't been withdrawn.∑ We

24∑ ∑also contacted another vendor, which is called

25∑ ∑Paysafe, and Paysafe is basically sort of a





∑1∑ ∑gateway between the processors and our platform,

∑2∑ ∑our sports gaming platform.

∑3∑ ∑ ∑ ∑ Throughout the day, we tried to reach

∑4∑ ∑Paysafe.∑ We did everything we could to reach

∑5∑ ∑them, but we weren't able to speak to them until

∑6∑ ∑8 a.m. the morning of March 10th.∑ And at that

∑7∑ ∑point, we told them to block any deposits from the

∑8∑ ∑cards on those four accounts.

∑9∑ ∑ ∑ ∑ We also continued to look for additional

10∑ ∑suspicious activity, your Honor.∑ And part of

11∑ ∑that, we located 12 additional accounts that had

12∑ ∑either the similar geolocation of the four

13∑ ∑suspicious accounts, which were the predominant

14∑ ∑accounts at the end of the day that made the most

15∑ ∑withdrawals, or if we saw something that looked to

16∑ ∑be like attempted behavior similar to that.∑ And

17∑ ∑those 12 accounts, the transactions that we saw

18∑ ∑were on the 10th.∑ And we suspended those accounts

19∑ ∑such that they couldn't do any further deposits,

20∑ ∑withdrawals, or betting wagers.

21∑ ∑ ∑ ∑ Some of those accounts had basically zero,

22∑ ∑had no withdrawals.∑ A number of the 12 accounts

23∑ ∑had a $10 deposit, and -- with one card, and were

24∑ ∑shut down before any withdrawals were made.∑ And

25∑ ∑all of these incidents, by the way, your Honor,





∑1∑ ∑were provided to the TEL on March 17.∑ And I'll

∑2∑ ∑get into that in a minute.∑ But we provided this

∑3∑ ∑information.

∑4∑ ∑ ∑ ∑ Further, on the 10th, your Honor, we asked

∑5∑ ∑Paysafe to implement what we've referred to as the

∑6∑ ∑velocity payment rule.∑ And this really, your

∑7∑ ∑Honor, was just more belt and suspenders, and in

∑8∑ ∑addition to the monitoring that was already

∑9∑ ∑effectively detecting this activity.∑ What we

10∑ ∑asked Paysafe to do, was if there were -- was a --

11∑ ∑the same card, if there were consecutive deposits

12∑ ∑on the same card and to which a third attempt on

13∑ ∑the card was tried within an hour, then we asked

14∑ ∑that they basically block that card for 60

15∑ ∑minutes, or until or unless we, Action 24/7,

16∑ ∑contacted Paysafe and said, we have looked into

17∑ ∑this, we've talked to the customer, whatever

18∑ ∑investigation we needed, and it's a legitimate

19∑ ∑transaction.

20∑ ∑ ∑ ∑ We asked for that on the 10th, your Honor,

21∑ ∑and Paysafe did implement that on March the 12th.

22∑ ∑It takes some time.∑ It's not something that we do

23∑ ∑on our end.∑ It's something that they have to do

24∑ ∑on their system.∑ And so we did that on the 10th,

25∑ ∑your Honor.





∑1∑ ∑ ∑ ∑ On the 11th, we identified three additional

∑2∑ ∑accounts that had attempted to make a deposit or

∑3∑ ∑withdrawal that seemed suspicious.∑ These, again,

∑4∑ ∑were very late at night.∑ Two of them had -- one

∑5∑ ∑had a $10 deposit and no withdrawals.∑ One had no

∑6∑ ∑deposit, just an account set up.∑ We suspended

∑7∑ ∑that before there were any withdrawals.∑ And that,

∑8∑ ∑your Honor, again, was based on the geolocation

∑9∑ ∑software that we use, and certain reports that we

10∑ ∑use to identify this behavior.

11∑ ∑ ∑ ∑ I will say, your Honor, before March the 8th,

12∑ ∑it never had anything like this attempted debit

13∑ ∑card fraud, and this stuff was happening late at

14∑ ∑night, and was very -- it seemed concentrated

15∑ ∑based on the geographic proximity of these folks.

16∑ ∑And we on the 11th suspended those accounts that

17∑ ∑we -- the three we identified.

18∑ ∑ ∑ ∑ And, your Honor, we also asked that Paysafe

19∑ ∑make another adjustment, and that is we requested

20∑ ∑that they limit any deposit attempts, two for

21∑ ∑certain -- for a single account.∑ Two deposits per

22∑ ∑hour, even if they used different cards.∑ So we

23∑ ∑asked them to do that.∑ They are in the process of

24∑ ∑doing that.∑ They understand it's a priority, but

25∑ ∑I would, again, say these are things that truly





∑1∑ ∑are belt and suspenders, that supplement the

∑2∑ ∑monitoring detection that we do that's already

∑3∑ ∑there and did detect these 23 incidents.

∑4∑ ∑ ∑ ∑ Through March 12, March 15, your Honor, there

∑5∑ ∑was no additional activity for the debit card

∑6∑ ∑fraud.∑ We get to March 16, and there was one

∑7∑ ∑additional incident sometime around 4:00 or 5:00

∑8∑ ∑in the morning that was detected, again, when the

∑9∑ ∑staff reported to work that morning, and it was

10∑ ∑suspended so that no further wager or betting

11∑ ∑could be made.

12∑ ∑ ∑ ∑ And, your Honor, one thing I do need to point

13∑ ∑out, or tender to the Court, I noticed this

14∑ ∑morning on page 8 of my brief, that there's a

15∑ ∑sentence, the very end, that related to the

16∑ ∑March 16th action.∑ I'm sorry.∑ It's on page --

17∑ ∑sorry, your Honor.

18∑ ∑ ∑ ∑ Your Honor, I'm sorry.∑ It's on page 6.∑ The

19∑ ∑very last sentence on the March -- the last

20∑ ∑incident that happened at, you know, 4 o'clock in

21∑ ∑the morning, on March the 16th.∑ The last sentence

22∑ ∑there says that no deposits or withdrawals

23∑ ∑occurred prior to the suspension.∑ And it's true

24∑ ∑we suspended it, but it's not accurate there was a

25∑ ∑deposit of $2300 in one, or a withdrawal that





∑1∑ ∑totaled $2100.∑ That's already included in the

∑2∑ ∑22,000 number that we provided, and we'll talk

∑3∑ ∑about in a minute.

∑4∑ ∑ ∑ ∑ But for the Court and clarity, I apologize.

∑5∑ ∑That's a lawyer mistake.∑ And I just wanted to

∑6∑ ∑make it clear that, yes, we suspended and we did

∑7∑ ∑detect it, but that there was this withdrawal.

∑8∑ ∑ ∑ ∑ Your Honor, after the 16th, and as set forth

∑9∑ ∑in the declaration that was submitted to the

10∑ ∑board, and we can talk about when that was done

11∑ ∑when we get into sort of the procedural aspects,

12∑ ∑but Ms. Hodges, we decided, based on the fact that

13∑ ∑this stuff was happening late at night, overnight,

14∑ ∑that it would immediately implement the 24-hour,

15∑ ∑7-day-a-week monitoring in exactly the same way we

16∑ ∑do during the business hours, which had detected

17∑ ∑these incidents.∑ And it would go into effect

18∑ ∑immediately that day.

19∑ ∑ ∑ ∑ And since the morning of 4 o'clock, the

20∑ ∑morning of the 16th, there was no other -- there

21∑ ∑had been no other debit card frauds, and we have

22∑ ∑24/7 monitoring.∑ Of course, we're not doing that

23∑ ∑now because we're not operating, but it's in

24∑ ∑place, and it's detecting.∑ Well, I take it back,

25∑ ∑your Honor.∑ We're doing it with respect to





∑1∑ ∑withdrawals because that's all we're allowed to do

∑2∑ ∑at this point.∑ But it's in place.

∑3∑ ∑ ∑ ∑ So we provided on the 17th of March incident

∑4∑ ∑reports to the TEL, specifically to one of their

∑5∑ ∑investigators, Mr. DiRienzo, and provided the

∑6∑ ∑details of all these, amounts, customer names,

∑7∑ ∑everything we had.∑ And we predominantly went to

∑8∑ ∑him to say we want to pass this on to the TBI,

∑9∑ ∑which do you want to do that or should we do that?

10∑ ∑We didn't hear anything further from him that day,

11∑ ∑on the 17th.∑ And then on the 18th is when we

12∑ ∑received a call from the CEO that said they were

13∑ ∑suspending our license based on this, as we

14∑ ∑understood, this debit card fraud, and it was

15∑ ∑being suspended immediately.

16∑ ∑ ∑ ∑ And then later that afternoon we received an

17∑ ∑email at 4:45, on March 18th, from Mr. DiRienzo,

18∑ ∑saying that -- just reiterating, saying it was an

19∑ ∑immediate suspension, and we had no hearing.∑ We

20∑ ∑had no notice.∑ That was the end of it.

21∑ ∑ ∑ ∑ What we found out, your Honor, is that under

22∑ ∑their -- the statutes and regs, TEL can only

23∑ ∑suspend a license by mandate of the board or, in

24∑ ∑this case, if they delegated that authority to the

25∑ ∑sports wagering committee.∑ So either the sports





∑1∑ ∑wagering committee or the board has to make that

∑2∑ ∑decision.∑ The decision on the 18th was not made

∑3∑ ∑by the special wagering committee or the board.

∑4∑ ∑It was made by the CEO, the chairman of the board,

∑5∑ ∑general counsel for TEL, and the investigator.

∑6∑ ∑ ∑ ∑ We sent -- "we" being counsel for Action

∑7∑ ∑24/7, on the night of the 18th, upon getting the

∑8∑ ∑email from Mr. DiRienzo, we sent an email -- two

∑9∑ ∑emails to the general counsel, saying this

10∑ ∑suspension was unlawful.∑ It doesn't follow your

11∑ ∑procedures.∑ We request that you immediately

12∑ ∑reinstate our license and allow us to operate, and

13∑ ∑asked for the opportunity to discuss it.∑ We did

14∑ ∑not hear back from general counsel until the next

15∑ ∑morning, which there was a telephone call.∑ We,

16∑ ∑again, expressed our concern, and asked that our

17∑ ∑license be reinstated, and we were told that --

18∑ ∑and we asked questions about who made the decision

19∑ ∑to do that.

20∑ ∑ ∑ ∑ After that call, your Honor -- that call

21∑ ∑probably ended, you know, 10 or 11 o'clock -- the

22∑ ∑next thing that we get is an email from general

23∑ ∑counsel saying -- announcing that there was an

24∑ ∑emergency public meeting to be called at 2 o'clock

25∑ ∑on the 19th.∑ We received that at 12:40 on Friday





∑1∑ ∑the 19th.∑ And despite the fact that we only had a

∑2∑ ∑little over an hour before the meeting, we did two

∑3∑ ∑things.∑ First, we put together a declaration of

∑4∑ ∑Ms. Hodges.∑ And, again, your Honor, that was

∑5∑ ∑attached to the complaint, and that is Exhibit E

∑6∑ ∑to the complaint.

∑7∑ ∑ ∑ ∑ And in that declaration, Ms. Hodges lays out

∑8∑ ∑what we -- our steps that we took to add

∑9∑ ∑additional security and feed to the detection

10∑ ∑including the 24-hour, 7-day-a-week monitoring.

11∑ ∑And the additional belt and suspenders that --

12∑ ∑measures we asked Paysafe to take.

13∑ ∑ ∑ ∑ We secondly, your Honor, contacted general

14∑ ∑counsel for TEL, Ms. McCutcheon, and advised her

15∑ ∑that we would be on the call listening.∑ The lines

16∑ ∑are not live, your Honor.∑ They're all muted.∑ But

17∑ ∑that we would be on the call listening, and that

18∑ ∑we were available to participate in the meeting,

19∑ ∑to provide the information and explain our

20∑ ∑position to the board and the attendees from TEL.

21∑ ∑ ∑ ∑ We received an email back from

22∑ ∑Ms. McCutcheon.∑ And, again, that's attached to

23∑ ∑the verified complaint, your Honor.∑ And we were

24∑ ∑told that we would only be allowed to speak if the

25∑ ∑board requested it.∑ And the board, although





∑1∑ ∑they -- some members of the board requested or

∑2∑ ∑asked that counsel for Action 24/7 could be heard,

∑3∑ ∑we were never allowed to speak or respond.

∑4∑ ∑ ∑ ∑ The meeting, your Honor, which there's a

∑5∑ ∑recorded transcript of that meeting, it was very

∑6∑ ∑clear that it had been put together quickly.

∑7∑ ∑Board members were scattered.∑ They were in their

∑8∑ ∑cars.∑ They were on spring break.∑ Whether they

∑9∑ ∑received the submissions we gave is -- doesn't

10∑ ∑appear that everyone did.∑ We cited in our papers

11∑ ∑some -- to the record, to the audio record, where

12∑ ∑there are certain board members saying they hadn't

13∑ ∑either had a chance to review what we submitted,

14∑ ∑or they didn't receive it.

15∑ ∑ ∑ ∑ The meeting started essentially with the

16∑ ∑investigator talking about what he found, and what

17∑ ∑he stated is that he had received the files on the

18∑ ∑17th.∑ He reviewed -- he was, I think, on his day

19∑ ∑off on the 17th, and he opened them on the 18th,

20∑ ∑and he reviewed three or four of the files, and he

21∑ ∑concluded, although he hadn't reviewed the other

22∑ ∑19 or 20, that this involves a magnitude in the

23∑ ∑tens, the hundreds of thousands of dollars of

24∑ ∑debit card fraud.

25∑ ∑ ∑ ∑ He further went on and made reference, your





∑1∑ ∑Honor, to an incident that involved more than one

∑2∑ ∑operator.∑ In fact, the TEL publicly has said that

∑3∑ ∑there was more than one operator in which some

∑4∑ ∑individuals on our platform and another operator's

∑5∑ ∑platform had placed bets for the Super Bowl using

∑6∑ ∑other accounts.∑ And we were not aware of this

∑7∑ ∑until it was brought to our attention.∑ This was

∑8∑ ∑in the beginning of February, your Honor.∑ We

∑9∑ ∑actually reached out to Mr. DiRienzo and had a

10∑ ∑training with him.∑ He identified some

11∑ ∑additional -- an additional report that we have

12∑ ∑used daily since then.∑ And he advised us what he

13∑ ∑looked at, and we implemented that immediately.

14∑ ∑ ∑ ∑ There's not been any other activity like that

15∑ ∑since then.∑ There's been no allegation that we're

16∑ ∑aware of from the TEL that there's been any event

17∑ ∑like that.∑ And we were never fined or otherwise

18∑ ∑action taken against us.∑ The way that it was

19∑ ∑mentioned in the meeting, your Honor, however, was

20∑ ∑extremely misleading and prejudicial.

21∑ ∑ ∑ ∑ It was a vague reference to, quote, criminal

22∑ ∑activity.∑ It potentially suggested that our

23∑ ∑client, Action 24/7, was involved in it, when very

24∑ ∑clearly it wasn't.∑ And I believe under oath that

25∑ ∑Mr. DiRienzo would admit that fact.





∑1∑ ∑ ∑ ∑ There is vague references to what actually

∑2∑ ∑happened, and it's just another example, your

∑3∑ ∑Honor, of the lack of due process here.∑ The fact

∑4∑ ∑that that incident may have occurred before the

∑5∑ ∑Super Bowl means that was a two-month-old

∑6∑ ∑incident, yet we were never given a hearing or any

∑7∑ ∑ability to discuss it, push back on it, and

∑8∑ ∑provide our side of the response, and instead it

∑9∑ ∑was a vaguely raised issue.∑ The facts of it were

10∑ ∑not even presented to the board, or even the

11∑ ∑one-sided facts.∑ It just insinuated that it was

12∑ ∑something really bad on our part, and it was a

13∑ ∑reason why there were exigent circumstances

14∑ ∑despite the fact that happened two months ago,

15∑ ∑which we say is simply not the case.

16∑ ∑ ∑ ∑ We could have had an opportunity -- could

17∑ ∑have had notice and opportunity to be heard if

18∑ ∑that was the basis for that activity, and we

19∑ ∑believe that it was -- it's been remediated, and

20∑ ∑it's completely unfair to present that and, again,

21∑ ∑not allow us to speak.

22∑ ∑ ∑ ∑ And, again, your Honor, we were there and we

23∑ ∑were available.∑ We provided our cell numbers to

24∑ ∑Ms. McCutcheon so that she could provide us with

25∑ ∑live dial-in numbers so we could address the





∑1∑ ∑board.∑ We weren't allowed to do that.

∑2∑ ∑ ∑ ∑ Second, your Honor, as we mentioned, we

∑3∑ ∑provided the incident reports on March 17th and

∑4∑ ∑had the 23 incidents that we detected, with all

∑5∑ ∑the information.∑ And when the board asked about

∑6∑ ∑Ms. Hodges' declaration and what was in it and

∑7∑ ∑what remedial measures were taken, he did not

∑8∑ ∑mention that we had implemented the 24-hour,

∑9∑ ∑7-day-a-week monitoring, which was key, because,

10∑ ∑again, our process detects these.∑ And now it's

11∑ ∑going to detect it much faster, but that was not

12∑ ∑shared with the board.

13∑ ∑ ∑ ∑ The third thing, your Honor, is the

14∑ ∑allegation, completely unsubstantiated and made

15∑ ∑basically on -- not even a half of -- a review of

16∑ ∑three or four records that this involved tens to

17∑ ∑hundreds of thousands of dollars is completely

18∑ ∑false and untrue.∑ The incidence reports clearly

19∑ ∑show that there was a total from March 9th through

20∑ ∑the 12th and -- and the incident on the 16th of

21∑ ∑approximately $37,000 deposited using debit cards.

22∑ ∑And that of that, approximately 22,000 -- the

23∑ ∑actual numbers, your Honor, are in paragraph 55 of

24∑ ∑the verified complaint.∑ And I'll get those. I

25∑ ∑apologize.





∑1∑ ∑ ∑ ∑ So, your Honor, a total of the 23 incidents,

∑2∑ ∑$37,362 was deposited, $22,661 was withdrawn, and

∑3∑ ∑we froze $14,701, which is the difference between

∑4∑ ∑the 37 and 22.∑ It was not hundreds of thousands

∑5∑ ∑of dollars, as was made -- or was misled to

∑6∑ ∑believe.∑ Again, had we had the opportunity to

∑7∑ ∑actually have a hearing and participate, we could

∑8∑ ∑have done that.

∑9∑ ∑ ∑ ∑ After that, your Honor, we have since --

10∑ ∑since that -- well, the board then next voted, the

11∑ ∑full board voted to, quote, ratify the unlawful

12∑ ∑suspension.∑ And it was unlawful, your Honor,

13∑ ∑because it did not -- the people that made the

14∑ ∑decision did not have the authority to do so, on

15∑ ∑the afternoon of the 18th, and it was a motion to

16∑ ∑ratify that decision.∑ And, again, there was

17∑ ∑reference to exigent circumstances, which I think

18∑ ∑I've covered.∑ If they're traveling under the

19∑ ∑theory of an incident in February, that had been

20∑ ∑known for two months.∑ If they're traveling under

21∑ ∑the theory of the debit card fraud, we clearly

22∑ ∑have detected that fraud, and we clearly laid out

23∑ ∑how we'll be able to do that immediately overnight

24∑ ∑now, with the 24/7 monitoring.∑ And no one has

25∑ ∑said that that's ineffective.∑ In fact, I don't





∑1∑ ∑think they can dispute it.∑ We detected this

∑2∑ ∑activity.

∑3∑ ∑ ∑ ∑ That was voted upon by the board to continue

∑4∑ ∑the suspension, and unless and until essentially

∑5∑ ∑we can provide them with some assurances that our

∑6∑ ∑internal controls were sufficient.∑ There was no

∑7∑ ∑timeline put on it other than it was indefinite.

∑8∑ ∑There was nothing stated in the meeting of exactly

∑9∑ ∑what had to be done.∑ We had no idea.∑ And since

10∑ ∑that time, we've had some discussions, but, again,

11∑ ∑there's nothing that's clear as to what had to be

12∑ ∑done.∑ And, of course, we never had a hearing --

13∑ ∑notice and the opportunity to be heard.

14∑ ∑ ∑ ∑ So, your Honor, based on all of that, we have

15∑ ∑filed the verified complaint, and we have moved

16∑ ∑for this motion.∑ And as your Honor knows, under

17∑ ∑Rule 65, we have to show basically four factors.

18∑ ∑ ∑ ∑ THE COURT:∑ Mr. Clayton.

19∑ ∑ ∑ ∑ MR. CLAYTON:∑ Yes, ma'am.

20∑ ∑ ∑ ∑ THE COURT:∑ Mr. Clayton, if you'll allow me

21∑ ∑to interrupt, I just want to ask you about a few

22∑ ∑of the facts before we get into the legal

23∑ ∑analysis, if I may.

24∑ ∑ ∑ ∑ MR. CLAYTON:∑ Yes, your Honor.

25∑ ∑ ∑ ∑ THE COURT:∑ Has Action received a written





∑1∑ ∑decision from the board?

∑2∑ ∑ ∑ ∑ MR. CLAYTON:∑ No, your Honor.

∑3∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ And regarding the

∑4∑ ∑detection of the suspicious activity on March the

∑5∑ ∑8th and 9th, can you explain -- and then the one

∑6∑ ∑additional on the 16th, can you explain why that

∑7∑ ∑suspicious activity was not reported before the

∑8∑ ∑17th?

∑9∑ ∑ ∑ ∑ MR. CLAYTON:∑ Yes, your Honor.∑ Really two

10∑ ∑reasons.∑ One, we -- you have to compile the

11∑ ∑reports, which we are doing.∑ Two, to be honest,

12∑ ∑your Honor, it's something that we would

13∑ ∑definitely do going forward, but when you look at

14∑ ∑the regs, respectfully, it seems to contemplate

15∑ ∑reporting, or to us, wagering activity, which we

16∑ ∑take to mean things like fixing a game, improper

17∑ ∑betting lines, changing betting lines.∑ I mean,

18∑ ∑things that you would think of wagering, whereas,

19∑ ∑we view this as debit card fraud that you would go

20∑ ∑to the TBI with.∑ And, again, that's why we went

21∑ ∑to the investigator once we got the incident

22∑ ∑reports compiled, to give these to him and say, we

23∑ ∑want to go to the TBI, and is that something that

24∑ ∑we would do, or do you want to be -- do you want

25∑ ∑to do that.





∑1∑ ∑ ∑ ∑ But, your Honor, so in hindsight and now

∑2∑ ∑understanding the position of TEL, we'll certainly

∑3∑ ∑do that, you know, immediately.∑ But, again, your

∑4∑ ∑Honor, all they had to do is say that or give us

∑5∑ ∑the chance to have a discussion and be heard.∑ It

∑6∑ ∑wasn't an exigent circumstance.∑ We never told

∑7∑ ∑them, for example, your Honor, we can't tell you,

∑8∑ ∑we won't tell you.∑ We never had the chance to

∑9∑ ∑tell them anything.

10∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Thank you.∑ I think

11∑ ∑you were ready to proceed to your legal analysis

12∑ ∑on the four factors.

13∑ ∑ ∑ ∑ MR. CLAYTON:∑ Yes, your Honor.∑ So, your

14∑ ∑Honor, on likelihood -- so, as you know, the four

15∑ ∑factors, likelihood of succes on the merits,

16∑ ∑likelihood of irreparable harm in the absence of

17∑ ∑this temporary injunction being issued, the

18∑ ∑relative harm of balancing, and then impact on the

19∑ ∑public interest.∑ And all those factors are

20∑ ∑elements that your Honor obviously balances

21∑ ∑collectively rather than necessarily prerequisite.

22∑ ∑The likelihood -- I'm going to start with the

23∑ ∑likelihood of the success on the merits, your

24∑ ∑Honor.

25∑ ∑ ∑ ∑ We've asserted a claim, a due process claim





∑1∑ ∑under Section 1983.∑ In order to prevail on that,

∑2∑ ∑we need to show that defendants acted under color

∑3∑ ∑of state law, and that the defendants -- that we

∑4∑ ∑were deprived of a right under the constitution

∑5∑ ∑while doing so.∑ I don't think there's any issue

∑6∑ ∑that they were acting under color of state law.

∑7∑ ∑ ∑ ∑ I would say, first of all, I don't -- I'm not

∑8∑ ∑aware of private action that would be able to

∑9∑ ∑suspend a license of another private entity.

10∑ ∑Number 2, the Attorney General's Office is

11∑ ∑present.∑ I'm happy to address that.∑ I didn't see

12∑ ∑that raised in their papers.∑ So I was going to

13∑ ∑move on, really, to the second prong about the

14∑ ∑deprivation.

15∑ ∑ ∑ ∑ Your Honor, two elements stand for that

16∑ ∑second prong of being denied due process when our

17∑ ∑license was suspended without a predeprivation

18∑ ∑hearing.∑ That Action had -- Action 24/7 had a

19∑ ∑property interest, and that we were deprived of

20∑ ∑that property interest without due process of the

21∑ ∑law.∑ We cited in the papers, your Honor -- and I

22∑ ∑don't know that there's any dispute, as I didn't

23∑ ∑see anything in their papers, that our license is

24∑ ∑clearly a property interest that is protected

25∑ ∑under due process of the law.





∑1∑ ∑ ∑ ∑ As to the property -- as to whether we were

∑2∑ ∑deprived or should have had a predeprivation

∑3∑ ∑hearing, your Honor, first, the license was

∑4∑ ∑purportedly suspended as we talked about on the

∑5∑ ∑18th, without any hearing, and, again unlawfully

∑6∑ ∑because it was not done with anyone that had

∑7∑ ∑authority under statutes or regs to do so.∑ And,

∑8∑ ∑your Honor, they expressly refused to hear from us

∑9∑ ∑at the March 19th meeting, which presumably could

10∑ ∑have been a hearing had we been given the

11∑ ∑opportunity.

12∑ ∑ ∑ ∑ And, your Honor, I think it's inherent and

13∑ ∑goes without saying, and I know in their papers

14∑ ∑they said we couldn't challenge or dispute that we

15∑ ∑were given the opportunity to be heard because we

16∑ ∑submitted the declaration of Ms. Hodges in a

17∑ ∑timeline, but respectfully, what we were able to

18∑ ∑put together with a little over an hour's notice

19∑ ∑is quite different than what we would have put

20∑ ∑together had there been sufficient notice in a

21∑ ∑hearing.

22∑ ∑ ∑ ∑ And, second, and more importantly, your

23∑ ∑Honor, the inherent nature of a hearing, in my

24∑ ∑opinion, is the ability to challenge assertions

25∑ ∑made by adverse parties.∑ And the TEL presented





∑1∑ ∑only their side of the story, and it was

∑2∑ ∑erroneous.∑ Had we been able to question the

∑3∑ ∑investigator, we could have established a lot of

∑4∑ ∑different facts, and the actual magnitude was

∑5∑ ∑$22,000, not hundreds of thousands of dollars, and

∑6∑ ∑the fact around the two-month-old issue that had

∑7∑ ∑already been remediated.∑ We never had the

∑8∑ ∑opportunity to challenge and to cross-examine the

∑9∑ ∑accusation, which is inherent, and the only way

10∑ ∑one can have a fair hearing.∑ And, further, as we

11∑ ∑said in the facts put in the verified complaint,

12∑ ∑your Honor, it's very clear that there are board

13∑ ∑members that had not reviewed what was submitted,

14∑ ∑or hadn't even received it.∑ So --

15∑ ∑ ∑ ∑ THE COURT:∑ And, Mr. Clayton, I'll let you

16∑ ∑know, I think both sides cited the -- provided the

17∑ ∑link to the recording of the meeting.∑ That is the

18∑ ∑only thing that I did not review in advance of

19∑ ∑today's hearing.

20∑ ∑ ∑ ∑ MR. CLAYTON:∑ Yes, your Honor.∑ And, your

21∑ ∑Honor, we, I think, cited in the memorandum to

22∑ ∑certain sections of the audio.∑ And, for example,

23∑ ∑I don't know if you would like the cites, but we

24∑ ∑can -- I can certainly provide those to you.

25∑ ∑Further, if you would like to actually listen to





∑1∑ ∑it at times, but we believe we fairly and

∑2∑ ∑accurately represented what was said during that

∑3∑ ∑meeting.

∑4∑ ∑ ∑ ∑ And, again, it was a meeting that was audio

∑5∑ ∑only, and so while we referred to actors speaking,

∑6∑ ∑it was difficult to know necessarily who was

∑7∑ ∑speaking, since there was no video for the

∑8∑ ∑meeting.∑ We had to sort of go off our assumptions

∑9∑ ∑and hunches on what the different board members'

10∑ ∑voices sounded like.

11∑ ∑ ∑ ∑ But, your Honor, the federal constitution

12∑ ∑defines the procedures the State has to follow

13∑ ∑when depriving an individual of a property

14∑ ∑interest -- here, Action 24/7's license -- and

15∑ ∑procedural due process generally requires that the

16∑ ∑State provide notice and opportunity to be heard

17∑ ∑before depriving the person of a property

18∑ ∑interest.

19∑ ∑ ∑ ∑ And that didn't happen here.∑ I was able --

20∑ ∑we were able to look at the papers filed by the

21∑ ∑Attorney General's Office, and it looked to us --

22∑ ∑and, again, not having had a lot of time to drill

23∑ ∑in to their papers, because they were arguing that

24∑ ∑we weren't entitled to a predeprivation hearing

25∑ ∑under the Parratt versus Taylor case, which was a





∑1∑ ∑Sixth Circuit case.∑ And the argument, as I

∑2∑ ∑understand it from them, is that that falls

∑3∑ ∑under -- or exempts the predeprivation hearing if

∑4∑ ∑the State commits random and unauthorized acts.

∑5∑ ∑And that's -- we believe that is not an accurate

∑6∑ ∑analysis of that case.∑ We believe that case very

∑7∑ ∑clearly says the Sixth Circuit said that the

∑8∑ ∑controlling inquiry under Parratt is whether the

∑9∑ ∑State was in a position to provide for a

10∑ ∑predeprivation process, and they clearly were,

11∑ ∑your Honor.

12∑ ∑ ∑ ∑ They had a meeting, on March the 19th, and

13∑ ∑they chose not to allow us to appear and to

14∑ ∑participate.∑ So for them to say that they

15∑ ∑couldn't have provided this predeprivation

16∑ ∑hearing -- because, again, the 18th was already

17∑ ∑unlawful.∑ I think that has to be undisputed.

18∑ ∑There was no authority for the 18th suspension, so

19∑ ∑the board, when it voted to ratify, if one wants

20∑ ∑to say that was a valid suspension, there was a

21∑ ∑meeting that could have been a hearing.∑ We were

22∑ ∑available.∑ We made it very clear we were.

23∑ ∑There's simply no basis to rely on Parratt to say

24∑ ∑that we weren't -- that we -- they were in a

25∑ ∑position to provide a predeprivation hearing.





∑1∑ ∑ ∑ ∑ You can also, your Honor -- you can also

∑2∑ ∑determine that the predeprivation hearing is

∑3∑ ∑required under the Mathews versus Eldridge case.

∑4∑ ∑That's the US Supreme Court case from 1976.∑ And

∑5∑ ∑it basically says you have to look at three

∑6∑ ∑factors:∑ The private interest that will be

∑7∑ ∑affected by the action, the risk of erroneous

∑8∑ ∑deprivation of that, not having that procedure,

∑9∑ ∑and then the government's interest, and the

10∑ ∑financial administrative burden of having that

11∑ ∑hearing.∑ And I think we have covered that.

12∑ ∑Obviously, this board goes into the next factor on

13∑ ∑the private interest, but this caused Action 24/7,

14∑ ∑your Honor, enormous and catastrophic irreparable

15∑ ∑harm, and affected our private interest in a

16∑ ∑catastrophic way.

17∑ ∑ ∑ ∑ And, your Honor, I'll talk about this now.

18∑ ∑And I might just reference what I'm saying now

19∑ ∑when we talk about irreparable harm, but this is

20∑ ∑very much common sense, your Honor.

21∑ ∑ ∑ ∑ The online sports gambling platform in

22∑ ∑Tennessee started on November the 1st last year.

23∑ ∑There's six operators total.∑ And, your Honor,

24∑ ∑when -- this is really no different than anything

25∑ ∑else.∑ You know, as an example, your Honor, I like





∑1∑ ∑to fish.∑ I fish competitively, in bass

∑2∑ ∑tournaments, your Honor.∑ When I started, I needed

∑3∑ ∑to get fishing lures and tackle and other things

∑4∑ ∑off the internet, and I went and I looked on the

∑5∑ ∑internet to see what companies were out there, and

∑6∑ ∑the companies came up.∑ And I went to the first

∑7∑ ∑one, and I went on, I saw they had what I wanted

∑8∑ ∑and I could get what I want, and I set up an

∑9∑ ∑account, and I typed in all that information that

10∑ ∑I think most people sigh and say, I can't believe

11∑ ∑we've got to put in all this information, address,

12∑ ∑everything else.∑ Set up an account, did my order.

13∑ ∑It all happened and went through.∑ And to this

14∑ ∑day -- that was 8 or 10 years ago.∑ To this day,

15∑ ∑your Honor, that's where I go next time I need to

16∑ ∑replenish lures or get line or whatever, because I

17∑ ∑have an account.∑ I had a good experience. I

18∑ ∑don't go and Google to see what other companies

19∑ ∑are out there.

20∑ ∑ ∑ ∑ No different here.∑ If you wanted to wager on

21∑ ∑March Madness, and you went to our website and it

22∑ ∑was inoperable because our license was suspended

23∑ ∑and, in addition, when our license was suspended,

24∑ ∑the TEL told our vendors that make it possible for

25∑ ∑us to do business on our platform that we were





∑1∑ ∑suspended and had to be shut down.∑ So we

∑2∑ ∑physically couldn't -- could not have operated.

∑3∑ ∑They found out I can't place a wager, and so they

∑4∑ ∑went to one of the competitors.

∑5∑ ∑ ∑ ∑ And when you're just starting something and

∑6∑ ∑everyone is trying to figure out who they want to

∑7∑ ∑use for that service, the fact that this happened

∑8∑ ∑and the day before the largest sports wagering

∑9∑ ∑event of the year, caused us a significant -- did

10∑ ∑cause us and is still continuing to cause us

11∑ ∑immediate and irreparable harm.

12∑ ∑ ∑ ∑ Customers left.∑ Potential customers left.

13∑ ∑They've all found different homes.∑ And, in fact,

14∑ ∑when we were suspended for a period of three or

15∑ ∑four days, even though we had asked can we at

16∑ ∑least allow our customers to withdraw their funds,

17∑ ∑we were told no.∑ You may not.∑ So customers that

18∑ ∑had accounts with us that wanted to go somewhere

19∑ ∑else and make their wagers for March Madness

20∑ ∑couldn't access their funds or remove them from

21∑ ∑their account.∑ And, you know, when you have

22∑ ∑customers that are not happy, they're not likely

23∑ ∑to come back.∑ And so we suffered -- our private

24∑ ∑interest was irreparably damaged, and they may

25∑ ∑never come back, Judge.





∑1∑ ∑ ∑ ∑ The second prong that we were talking about

∑2∑ ∑was the risk of erroneous deprivation.∑ And,

∑3∑ ∑again, this is under the due process, Judge.∑ You

∑4∑ ∑know, the board, again, we talked about it, found

∑5∑ ∑this supposed exigent circumstances.∑ But, again,

∑6∑ ∑we could have had the predeprivation hearing on

∑7∑ ∑the 19th, weren't allowed to participate.

∑8∑ ∑ ∑ ∑ So, your Honor, based on the due process,

∑9∑ ∑which we never had, we should have had a

10∑ ∑predeprivation hearing, and there's no reason why

11∑ ∑we shouldn't, before our license was suspended.

12∑ ∑To this day, as your Honor pointed out, we don't

13∑ ∑have any written decision from the board of what

14∑ ∑they did on the 19th.∑ We don't have a hearing.

15∑ ∑We don't have anything else.∑ We believe based on

16∑ ∑all that this was a final decision.∑ And under the

17∑ ∑statute, we have the right to come and see you,

18∑ ∑your Honor, which is what we're doing.

19∑ ∑ ∑ ∑ We're on the eve of -- it's a Wednesday --

20∑ ∑the second week of March Madness that is set to

21∑ ∑tip off on Saturday.∑ People are already wagering.

22∑ ∑The lines, you know, change throughout the week,

23∑ ∑but they're already wagering.∑ We're, again, not

24∑ ∑able to participate.∑ Based on the fact that even

25∑ ∑though our internal controls detected the activity





∑1∑ ∑of this debit card fraud, somehow that's not good

∑2∑ ∑enough.∑ There's some concern about something

∑3∑ ∑else.∑ But we -- our internal controls worked, and

∑4∑ ∑we ought to be able to have our license

∑5∑ ∑immediately reinstated because we didn't have any

∑6∑ ∑due process.∑ The decisions made were based on

∑7∑ ∑erroneous information and lack of information.

∑8∑ ∑ ∑ ∑ Then, your Honor, I guess the second -- which

∑9∑ ∑kind of dovetails into the second cause of action,

10∑ ∑which is the appeal under Tennessee Code Annotated

11∑ ∑4-51-328, and that basically says, your Honor,

12∑ ∑that the Chancery Court can reverse a final

13∑ ∑decision if it's clearly erroneous or arbitrary

14∑ ∑and capricious, and we believe that this decision

15∑ ∑was both clearly erroneous and arbitrary and

16∑ ∑capricious.

17∑ ∑ ∑ ∑ The board's determination was based on

18∑ ∑exigent circumstances, supposedly, that justified

19∑ ∑the immediate suspension.∑ But, again, a decision

20∑ ∑is arbitrary and capricious when there is no

21∑ ∑substantial and material evidence supporting the

22∑ ∑decision.∑ And in determining whether there's

23∑ ∑substantial evidence under the Starling [phonetic]

24∑ ∑case from the Tennessee Supreme Court, 2016, your

25∑ ∑Honor, which we cited, in determining whether





∑1∑ ∑there's substantial evidence, the Court needs to

∑2∑ ∑review the record carefully and make sure that the

∑3∑ ∑decision is supported by relevant evidence such

∑4∑ ∑that a rational mind might accept it to support

∑5∑ ∑the conclusion.∑ Of course, there was no evidence

∑6∑ ∑here that was presented because we never had the

∑7∑ ∑chance to do that.∑ We presented a declaration,

∑8∑ ∑but, again we were never allowed to, your Honor,

∑9∑ ∑cross-examine and provide our information in

10∑ ∑response to allegations.

11∑ ∑ ∑ ∑ Also, a decision is arbitrary and capricious

12∑ ∑if it disregards the facts or bases them on

13∑ ∑erroneous facts.∑ And, again, I think we've

14∑ ∑established the verified complaint and the --

15∑ ∑which were based on the incident reports, but the

16∑ ∑sworn testimony here and the verified complaint

17∑ ∑clearly shows that of the 23 incidents, we were

18∑ ∑talking about $22,000, not hundreds of thousands

19∑ ∑of dollars as was represented.

20∑ ∑ ∑ ∑ Your Honor, on the second prong, likelihood

21∑ ∑or, you know, suffering immediate and irreparable

22∑ ∑harm, your Honor, I think I just went through

23∑ ∑that.∑ I think it's very clear that this is the

24∑ ∑exact type of case where there is immediate and

25∑ ∑irreparable harm.∑ We cited some cases like





∑1∑ ∑Performance Unlimited.∑ That's a Sixth Circuit,

∑2∑ ∑'95 case, which talks about impending loss or

∑3∑ ∑financial ruin of a business constitutes

∑4∑ ∑irreparable injury.∑ I think that's all I'm going

∑5∑ ∑to say.∑ I think I've covered that, unless your

∑6∑ ∑Honor wants to talk further about it.

∑7∑ ∑ ∑ ∑ Then, your Honor, to the extent you look at

∑8∑ ∑relative harm to the parties, the harm to

∑9∑ ∑continuing to suspend Action 24/7's license based

10∑ ∑on the record outweighs any harm to the TEL.

11∑ ∑We've shown that our internal controls detect

12∑ ∑activity.∑ We've explained and implemented

13∑ ∑measures that will cause those same detections,

14∑ ∑the successful detection measures to do so

15∑ ∑quicker.∑ And as we said, we're happy to report

16∑ ∑debit card fraud immediately, and we certainly can

17∑ ∑do that, to the TEL.

18∑ ∑ ∑ ∑ Finally, the impact on the public interest,

19∑ ∑your Honor, we would say that the public benefits

20∑ ∑from requiring State actors to follow their

21∑ ∑policies and procedures, which was not done here.

22∑ ∑And we think that also the public benefits when

23∑ ∑property rights are protected as should be the

24∑ ∑case here.

25∑ ∑ ∑ ∑ Based on all that, your Honor, we're asking





∑1∑ ∑you to enter a temporary injunction that requires

∑2∑ ∑the -- requires TEL, the Tennessee Education

∑3∑ ∑Lottery, to immediately reinstate our license and

∑4∑ ∑to direct the vendors, our vendors, Action 24/7's

∑5∑ ∑vendors that TEL had contacted and required them

∑6∑ ∑to shut our platform down, to contact them and

∑7∑ ∑instruct them that they should turn all of our

∑8∑ ∑systems back on so that we can begin operating

∑9∑ ∑with a reinstated license.

10∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Let me ask you a

11∑ ∑couple more questions.∑ I didn't mean to cut you

12∑ ∑off.∑ It sounded like you were concluding there.

13∑ ∑ ∑ ∑ MR. CLAYTON:∑ Yes, your Honor.∑ Yes, I'm

14∑ ∑happy to answer your questions.

15∑ ∑ ∑ ∑ THE COURT:∑ Let's go back to the remedies

16∑ ∑under 4-51-328 on judicial review.

17∑ ∑ ∑ ∑ MR. CLAYTON:∑ Okay.

18∑ ∑ ∑ ∑ THE COURT:∑ It requires a final decision from

19∑ ∑the board.∑ And so not having a written decision

20∑ ∑from the board, as appears to be required under

21∑ ∑the regulations, what's your position as to

22∑ ∑whether there is a final decision of the board

23∑ ∑such that this Court can exercise its subject

24∑ ∑matter jurisdiction to hear the appeal?

25∑ ∑ ∑ ∑ MR. CLAYTON:∑ Your Honor, our position would





∑1∑ ∑be that it is abundantly clear from the hearing,

∑2∑ ∑written decision or not, that this was a final

∑3∑ ∑decision of the board.∑ There was discussion at

∑4∑ ∑the hearing in which board members asked the

∑5∑ ∑general counsel, Ms. McCutcheon, whether if the

∑6∑ ∑full board voted that that would be something that

∑7∑ ∑could be appealed to the Court, and the answer was

∑8∑ ∑yes.

∑9∑ ∑ ∑ ∑ And, your Honor, it's -- the posture of this

10∑ ∑case is -- it makes it even more difficult because

11∑ ∑I guess, your Honor, on the 18th we received an

12∑ ∑email from the TEL investigator saying we're

13∑ ∑suspending your license indefinitely, and the

14∑ ∑board at the special meeting, quote, voted to

15∑ ∑ratify that decision.

16∑ ∑ ∑ ∑ So to the extent that there needs to be a

17∑ ∑written statement -- I mean, if the board's

18∑ ∑position is they ratified that decision, even

19∑ ∑though it was completely unlawful when made on the

20∑ ∑18th, then I suppose that's the writing.∑ But,

21∑ ∑your Honor, they've had the chance to provide

22∑ ∑something in writing, and if they're purposely not

23∑ ∑doing that, so that to slow walk it, then I think

24∑ ∑that's a completely different issue, or another

25∑ ∑issue, given the emergent circumstances here.∑ And





∑1∑ ∑I don't think that you -- that there can be any

∑2∑ ∑doubt that the full board voted to do that, then

∑3∑ ∑it was their final decision.

∑4∑ ∑ ∑ ∑ So, your Honor, I don't know what we're to

∑5∑ ∑do.∑ We asked, your Honor, even recently to have

∑6∑ ∑some sort of hearing.∑ Whether that's a

∑7∑ ∑reconsideration -- again, this posture is so off

∑8∑ ∑the rails when compared to what the regulations

∑9∑ ∑anticipate, that it's hard to know.∑ But we don't

10∑ ∑have a hearing.∑ We don't have a written decision.

11∑ ∑What we -- and what we don't have is a license

12∑ ∑that allows us to operate or the ability to

13∑ ∑operate, while we're basically going out of

14∑ ∑business and losing our business, based on this

15∑ ∑action that was initially unlawful and is not

16∑ ∑based on the facts, and for which we never had any

17∑ ∑due process to present those facts or, again, to

18∑ ∑challenge the assertions made against us.

19∑ ∑ ∑ ∑ THE COURT:∑ And among the other things that a

20∑ ∑Chancery Court is authorized to do upon review of

21∑ ∑the board's actions is to remand an appeal to the

22∑ ∑board for further hearings.∑ What is your position

23∑ ∑on any remand?

24∑ ∑ ∑ ∑ And I intend to be transparent about that.

25∑ ∑If the Court were to consider reinstating the





∑1∑ ∑license and remanding for the proper due process,

∑2∑ ∑before the board, what is your position regarding

∑3∑ ∑that?∑ Because otherwise it seems like you're just

∑4∑ ∑perhaps arguing that the Court reach the

∑5∑ ∑underlying merits of the decision and just reverse

∑6∑ ∑what the board did at the temporary injunction

∑7∑ ∑stage.∑ And so I want to be clear about the

∑8∑ ∑specific relief that's being requested and would

∑9∑ ∑also appreciate hearing about the remand process.

10∑ ∑ ∑ ∑ MR. CLAYTON:∑ Your Honor, if I understood the

11∑ ∑question, which I think is what is our --

12∑ ∑ ∑ ∑ THE COURT:∑ It was not very clear.∑ I would

13∑ ∑acknowledge that.∑ I'm looking at what the Court's

14∑ ∑authority is on appeal, and you're asking on a

15∑ ∑temporary injunction basis to reinstate the

16∑ ∑license and instruct the vendors to reactivate --

17∑ ∑ ∑ ∑ MR. CLAYTON:∑ Yes, your Honor.

18∑ ∑ ∑ ∑ THE COURT:∑ -- your applications, but my

19∑ ∑question is, is that based -- premised on

20∑ ∑likelihood of success on the merits of reversing

21∑ ∑the board's decision, or should the Court consider

22∑ ∑remanding this appeal to the board to conduct

23∑ ∑further hearings, or are both of those remedies

24∑ ∑premature?

25∑ ∑ ∑ ∑ MR. CLAYTON:∑ Your Honor, if your Honor was





∑1∑ ∑inclined to enter a temporary injunction that

∑2∑ ∑reinstated our license and directed vendors to

∑3∑ ∑immediately put our system back up and running, in

∑4∑ ∑order for us to have a hearing as required under

∑5∑ ∑the rules and regulations, then -- and remand it

∑6∑ ∑for that reason, then I think that that would at

∑7∑ ∑least initially, right now, would address some due

∑8∑ ∑process.∑ I mean, we never had that, and that's

∑9∑ ∑the way it was supposed to work.

10∑ ∑ ∑ ∑ If -- what I think is probably something we

11∑ ∑couldn't live with, your Honor, because our

12∑ ∑business would be done, is if it gets remanded

13∑ ∑simply to the board for a hearing because of the

14∑ ∑time frames that are set out there, that would

15∑ ∑be -- I mean, it could be 30 to 60 days, and all

16∑ ∑while we're not operating.∑ I mean, I think if we

17∑ ∑are allowed to operate, we have a hearing, and

18∑ ∑after that hearing, if a decision is said that,

19∑ ∑well, we're going to suspend, then, your Honor, I

20∑ ∑guess that we would come back to you, and we would

21∑ ∑have something in writing, and we would go down

22∑ ∑that path.

23∑ ∑ ∑ ∑ So I do understand and recognize that your

24∑ ∑Honor certainly, absolutely has authority to do

25∑ ∑what -- to remand, and we would just say that we





∑1∑ ∑think if that's the path your Honor wants to

∑2∑ ∑follow, that the injunction should be granted, the

∑3∑ ∑temporary injunction should be granted during the

∑4∑ ∑pendency of our hearing.

∑5∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ And if the Court were

∑6∑ ∑to grant a temporary injunction, what do you think

∑7∑ ∑an appropriate bond would be?∑ In your papers you

∑8∑ ∑stated no bond should be required, but under

∑9∑ ∑Rule 65, a temporary injunction is not effective

10∑ ∑without a bond.∑ So I would like to hear your

11∑ ∑thoughts on the appropriateness of a bond amount.

12∑ ∑ ∑ ∑ MR. CLAYTON:∑ Your Honor, our position is

13∑ ∑that it should be a nominal bond.∑ We're --

14∑ ∑obviously already have -- we have a bond at the

15∑ ∑TEL already, and we're not sure that anything

16∑ ∑other than a nominal bond should be required here.

17∑ ∑Obviously your Honor could set that bond as you

18∑ ∑see fit, and we would obviously comply with that.

19∑ ∑But that's our position.

20∑ ∑ ∑ ∑ I'm not sure for the TEL what exactly the

21∑ ∑bond would be protecting them against, in this

22∑ ∑case.∑ Absent another case where, you know, you

23∑ ∑would be taking two private citizens and perhaps

24∑ ∑altering one private citizen's rights in a way

25∑ ∑that would, say, for example, impact their





∑1∑ ∑business, and they might lose -- you know, have

∑2∑ ∑economic loss, and so a bond might be posted.∑ But

∑3∑ ∑I don't personally, your Honor, see that as the

∑4∑ ∑same situation.∑ But, again, we certainly will

∑5∑ ∑comply with whatever your Honor, if that's a

∑6∑ ∑decision you made, would mandate.

∑7∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Thank you very much.

∑8∑ ∑And, of course, I'll come back to you,

∑9∑ ∑Mr. Clayton, on rebuttal, after I hear from the

10∑ ∑State's attorney.∑ I also, you know, set a quick

11∑ ∑hearing on this, giving the time -- given the time

12∑ ∑sensitivities with an aggressive deadline to file

13∑ ∑responses, and while you mentioned you didn't have

14∑ ∑a chance to thoroughly review and digest the

15∑ ∑State's response, are you suggesting that you need

16∑ ∑additional time to do that?

17∑ ∑ ∑ ∑ MR. CLAYTON:∑ Your Honor, my response would

18∑ ∑be that we believe that what we have provided in

19∑ ∑our papers and the verified complaint and our

20∑ ∑argument today should be meritorious, and the

21∑ ∑injunction should be granted.∑ And I'm happy to

22∑ ∑address anything further that comes up in

23∑ ∑rebuttal.∑ But given the extreme emergent

24∑ ∑situation of my client, we want to move forward as

25∑ ∑quickly as possible, as you just alluded to.





∑1∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ That was my

∑2∑ ∑understanding, but I just wanted to make certain.

∑3∑ ∑All right.∑ Thank you very much.

∑4∑ ∑ ∑ ∑ Ms. Sisco, I am happy to hear from the State

∑5∑ ∑with its position and response.∑ You can proceed.

∑6∑ ∑ ∑ ∑ MS. SISCO:∑ Thank you.∑ Excuse me.∑ Thank

∑7∑ ∑you, Chancellor.∑ I want to first ask can you hear

∑8∑ ∑me okay, or do I need to call in?

∑9∑ ∑ ∑ ∑ THE COURT:∑ I can hear you fine.∑ Ms. Court

10∑ ∑Reporter can also hear you, so I think we're in

11∑ ∑good shape.∑ And if everyone else could be sure

12∑ ∑and keep your devices muted during Ms. Sisco's

13∑ ∑presentation, that would be helpful.∑ Thank you.

14∑ ∑ ∑ ∑ MS. SISCO:∑ Thank you so much.∑ Again, this

15∑ ∑is Lindsay Sisco on behalf of the Tennessee

16∑ ∑Education Lottery Corporation, member and CEO and

17∑ ∑president.∑ We submit that Tennessee Action 24/7's

18∑ ∑emergency motion, the temporary injunction, should

19∑ ∑be denied because the threat to the public

20∑ ∑interest --

21∑ ∑ ∑ ∑ THE COURT:∑ Ms. Sisco.

22∑ ∑ ∑ ∑ MS. SISCO:∑ I see the court reporter.∑ Yes,

23∑ ∑ma'am.

24∑ ∑ ∑ ∑ THE COURT:∑ She's waving, and I'm having the

25∑ ∑same problem.∑ You're cutting in and out, and I





∑1∑ ∑don't know if that's because you're moving back

∑2∑ ∑and forth as you're speaking.∑ And I appreciate

∑3∑ ∑your advocacy, but sometimes you kind of have to

∑4∑ ∑hold steady in front of the microphone.∑ So let's

∑5∑ ∑try it again.∑ Or if you wanted to dial in, we can

∑6∑ ∑pause for a moment.

∑7∑ ∑ ∑ ∑ MS. SISCO:∑ I will try it again.∑ I am a hand

∑8∑ ∑talker and I move, so forgive me, but I will try

∑9∑ ∑to stay still.

10∑ ∑ ∑ ∑ But, of course, the State submits that the

11∑ ∑temporary injunction should be denied because of

12∑ ∑the threat to public interest, the health, safety,

13∑ ∑and welfare of our citizens, our businesses.∑ It's

14∑ ∑demonstrable in the record, and it far outweighs

15∑ ∑any --

16∑ ∑ ∑ ∑ THE COURT:∑ Ms. Sisco, we're losing you

17∑ ∑again.∑ I'm sorry.

18∑ ∑ ∑ ∑ MS. SISCO:∑ Okay.∑ Let me try to call in,

19∑ ∑please.∑ One moment.

20∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ We'll pause for just

21∑ ∑a moment.

22∑ ∑ ∑ ∑ MS. SISCO:∑ Thank you.

23∑ ∑ ∑ ∑ THE COURT:∑ And I would also note that we've

24∑ ∑been going for about an hour and a half.∑ Would it

25∑ ∑be beneficial to take a five-minute recess to





∑1∑ ∑allow everybody to stand up and stretch their legs

∑2∑ ∑and their fingers?∑ Why don't we do that.

∑3∑ ∑ ∑ ∑ Ms. Spencer, will you recess the Court.∑ We

∑4∑ ∑will come back -- it is now 3:30.∑ 3:29.∑ Let's

∑5∑ ∑come back at 3:35.

∑6∑ ∑ ∑ ∑ CALENDAR CLERK:∑ Court is now in recess.

∑7∑ ∑ ∑ ∑ ∑(Recess 3:28 p.m. until 3:39 p.m.)

∑8∑ ∑ ∑ ∑ CALENDAR CLERK:∑ Court is now in session.

∑9∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ We are back to hear

10∑ ∑the State's argument.

11∑ ∑ ∑ ∑ Ms. Sisco, have you had success in getting

12∑ ∑you connected?

13∑ ∑ ∑ ∑ MS. SISCO:∑ I believe I have the audio.∑ As

14∑ ∑long as you say it's okay, your Honor, we are

15∑ ∑ready to proceed.

16∑ ∑ ∑ ∑ THE COURT:∑ Okay.∑ Ms. Court Reporter, is the

17∑ ∑audio okay at the moment?∑ Okay.∑ Let's go.∑ You

18∑ ∑may proceed.

19∑ ∑ ∑ ∑ MS. SISCO:∑ All right.∑ I'm going to repeat

20∑ ∑myself again that the Tennessee Action 24/7's

21∑ ∑emergency motion should be denied because of the

22∑ ∑threat to the public interest, the health, safety,

23∑ ∑and welfare of our citizens, businesses.∑ It's

24∑ ∑demonstrable in the record, and it far outweighs

25∑ ∑the pecuniary interest of plaintiff, whose real





∑1∑ ∑intent here, of course, is not the protection of

∑2∑ ∑its players and customers or cybersecurity but of

∑3∑ ∑its bottom line during what it calls the NCAA

∑4∑ ∑March Madness basketball tournament, quote, the

∑5∑ ∑single largest sports wagering event of the year

∑6∑ ∑in the United States.

∑7∑ ∑ ∑ ∑ So, rather, it's the defendant, the Tennessee

∑8∑ ∑Education Lottery Corporation and its board who

∑9∑ ∑statutorily need to be accurate in all respects

10∑ ∑for the benefit of the people, with additionally

11∑ ∑the express statutory goal of maintaining the

12∑ ∑integrity of sports wagering, and, again, express

13∑ ∑statutory authority to, quote, protect the public

14∑ ∑interest.

15∑ ∑ ∑ ∑ So this statutory authority upon which the

16∑ ∑board has acted here is clear, it has been

17∑ ∑expressed, and it was lawful, based not only on

18∑ ∑the statutory scheme and the Gaming Act, but the

19∑ ∑regulations that were properly promulgated and

20∑ ∑adopted, and under which the board did act here.

21∑ ∑ ∑ ∑ So all of that citation, of course, is found

22∑ ∑in the Sports Gaming Act, Tennessee Code Annotated

23∑ ∑Section 4-51-101(c), as well as Subsection 315(f).

24∑ ∑The board has express statutory authority if it

25∑ ∑determines that a licensee has violated any





∑1∑ ∑provision of the Sports Gaming Act or a rule of

∑2∑ ∑the board, it can suspend, revoke, or refuse to

∑3∑ ∑renew a license.∑ And that is exactly what it did.

∑4∑ ∑That authority -- it must have not gotten cited in

∑5∑ ∑the brief, your Honor, so I apologize.∑ That is

∑6∑ ∑also a specific provision of the Sports Gaming

∑7∑ ∑Act, under section 4-51-326.

∑8∑ ∑ ∑ ∑ Pursuant to the board rules, a license based

∑9∑ ∑upon exigent circumstances without prior notice,

10∑ ∑pending any prosecution, hearing, or

11∑ ∑investigations, whether that's by a third party,

12∑ ∑the CEO of the Tennessee Education Lottery, or any

13∑ ∑officer's designee.

14∑ ∑ ∑ ∑ That is what occurred in this matter.∑ It was

15∑ ∑a determination of exigent circumstances.∑ The

16∑ ∑chairman of the Tennessee Education Lottery

17∑ ∑Corporation Board acted as the designee for the

18∑ ∑sports committee, gaming committee, of which he

19∑ ∑was a member.∑ And pursuant to that express

20∑ ∑authority I just read, allowing for a suspension

21∑ ∑of a license upon exigent circumstances, did

22∑ ∑indeed suspend temporarily Action 24/7's gaming

23∑ ∑license without prior notice, pursuant to the

24∑ ∑investigation of its internal --

25∑ ∑ ∑ ∑ THE COURT:∑ Could we take a look at that rule





∑1∑ ∑together?∑ Is that the only place where exigent

∑2∑ ∑circumstances are addressed?

∑3∑ ∑ ∑ ∑ MS. SISCO:∑ Yes.∑ In the policy -- or, excuse

∑4∑ ∑me, in the rules.

∑5∑ ∑ ∑ ∑ THE COURT:∑ 15.2.3, Subsection (b).

∑6∑ ∑ ∑ ∑ MS. SISCO:∑ Subsection (b).∑ Yes, your Honor.

∑7∑ ∑That's exactly the location.

∑8∑ ∑ ∑ ∑ THE COURT:∑ Okay.∑ It says, "Notwithstanding

∑9∑ ∑the foregoing, a license, registration, or finding

10∑ ∑of suitability may be temporarily suspended by the

11∑ ∑sports wagering committee or such committee's

12∑ ∑designee upon exigent circumstances without prior

13∑ ∑notice, pending any prosecution, hearing, or

14∑ ∑investigation."

15∑ ∑ ∑ ∑ So it can be suspended upon exigent

16∑ ∑circumstances without prior notice, but it seems

17∑ ∑to contemplate to me that there will be a

18∑ ∑prosecution, hearing, or investigation to follow.

19∑ ∑Am I reading that incorrectly?

20∑ ∑ ∑ ∑ MS. SISCO:∑ No.∑ That is the exact language,

21∑ ∑your Honor, and you are correct.∑ And that is the

22∑ ∑situation that's occurring here.∑ There is ongoing

23∑ ∑investigation.∑ And as the plaintiff liked to talk

24∑ ∑about, our investigator has not been able to

25∑ ∑thoroughly review the reported data received from





∑1∑ ∑the plaintiff --

∑2∑ ∑ ∑ ∑ THE COURT:∑ So let me make sure --

∑3∑ ∑ ∑ ∑ MS. SISCO:∑ -- in a full manner.

∑4∑ ∑ ∑ ∑ THE COURT:∑ -- I understand what the State's

∑5∑ ∑position is.∑ So your position is there is an

∑6∑ ∑ongoing investigation, and so --

∑7∑ ∑ ∑ ∑ MS. SISCO:∑ Yes.

∑8∑ ∑ ∑ ∑ THE COURT:∑ And at what point -- at what

∑9∑ ∑point is this licensee afforded any kind of

10∑ ∑hearing?

11∑ ∑ ∑ ∑ MS. SISCO:∑ At this point, based on the

12∑ ∑motion and action of the board, that hearing has

13∑ ∑been waived unless and until -- I don't want to

14∑ ∑say waived.∑ Certainly not waiving the rights of

15∑ ∑the plaintiff to ask for a hearing, and they have,

16∑ ∑but the motion adopted by the board was to

17∑ ∑temporarily suspend until such time as the

18∑ ∑plaintiff can provide the documentation and

19∑ ∑assurances that are required to close out that

20∑ ∑investigation, if you will, to ensure that the

21∑ ∑license application is being met.∑ These are

22∑ ∑separate statutory obligations.∑ It's not just

23∑ ∑about the licensing.

24∑ ∑ ∑ ∑ But there are ongoing duties to immediately

25∑ ∑report any of these kind of activities, whether





∑1∑ ∑there's a miscommunication of what would qualify

∑2∑ ∑as what needs to be immediately reported.∑ We can

∑3∑ ∑have a discussion about that.∑ I don't think that

∑4∑ ∑it's -- I don't think that there's any confusion

∑5∑ ∑here that seven days or more was way too long to

∑6∑ ∑be letting the oversight committee know about the

∑7∑ ∑problems, pursuant to the rules and regulations,

∑8∑ ∑as well as the statutory obligations that's

∑9∑ ∑independently put on our licensees.

10∑ ∑ ∑ ∑ THE COURT:∑ And so you -- does the State

11∑ ∑acknowledge then that Action 24/7 has made a

12∑ ∑request for hearing?

13∑ ∑ ∑ ∑ MS. SISCO:∑ Yes.∑ On the 21st, they sent an

14∑ ∑email with some additional information, I suppose,

15∑ ∑in their timeline.∑ I believe they put some of

16∑ ∑that information also before this court in the

17∑ ∑record.

18∑ ∑ ∑ ∑ THE COURT:∑ And, of course, they requested to

19∑ ∑be heard at the hearing that was held on the

20∑ ∑18th as well; correct?

21∑ ∑ ∑ ∑ MS. SISCO:∑ That is correct.∑ And they were

22∑ ∑heard in writing.∑ They were not afforded an

23∑ ∑opportunity because this was not a contested case

24∑ ∑hearing, and it was not purported to be one.∑ It

25∑ ∑was not purported to be a predeprivation hearing





∑1∑ ∑because of the exigent circumstances.∑ And that's

∑2∑ ∑where Parratt kicks in.

∑3∑ ∑ ∑ ∑ THE COURT:∑ And how quickly is the sports

∑4∑ ∑wagering committee to conduct the hearing after

∑5∑ ∑the request has been made?

∑6∑ ∑ ∑ ∑ MS. SISCO:∑ Within 30 days of the request.

∑7∑ ∑Now, this goes to some of our factors for

∑8∑ ∑consideration on this request for extraordinary

∑9∑ ∑relief.

10∑ ∑ ∑ ∑ THE COURT:∑ I've got one more question, and I

11∑ ∑apologize for interrupting.

12∑ ∑ ∑ ∑ MS. SISCO:∑ Yes.

13∑ ∑ ∑ ∑ THE COURT:∑ So looking at these rules, you

14∑ ∑know, step one is the sports wagering committee or

15∑ ∑the committee's designee's decision to suspend,

16∑ ∑revoke, or not renew.∑ Step two is the licensee

17∑ ∑can -- assuming that the provisions of that rule

18∑ ∑are met.∑ Step two is under 15.2.4 is the licensee

19∑ ∑who has had adverse action taken can request a

20∑ ∑hearing.∑ Step three under 15.2.5 is the hearing

21∑ ∑will be conducted within 30 days, and that rule

22∑ ∑outlines everything that should occur at that

23∑ ∑hearing, or can occur at that hearing, including

24∑ ∑subpoenaing witnesses, production of documents,

25∑ ∑administration of oaths, all of the indicia of





∑1∑ ∑what would be contemplated at that hearing.

∑2∑ ∑ ∑ ∑ After that, a decision is to be made within

∑3∑ ∑30 days after the conclusion of the hearing, after

∑4∑ ∑which under 15.2.6, and I'm -- this was a learning

∑5∑ ∑experience for me to get up to speed on your

∑6∑ ∑regulations, but the licensee may then file an

∑7∑ ∑appeal with the board.

∑8∑ ∑ ∑ ∑ It seems to me that the way that this process

∑9∑ ∑played out in this case is that the board acted to

10∑ ∑make, quote, a final decision, at least according

11∑ ∑to its general counsel that was appealable,

12∑ ∑without proceeding through these procedural steps

13∑ ∑as outlined in the board's regulations.∑ And I

14∑ ∑would like to hear what the State's position is on

15∑ ∑all of that, whether those steps must be observed

16∑ ∑or whether the board can just proceed to a final

17∑ ∑decision, without the necessity of going through

18∑ ∑those steps, and if, in fact, it's the State's

19∑ ∑position that there is a final decision.

20∑ ∑ ∑ ∑ MS. SISCO:∑ Certainly, your Honor.∑ I think

21∑ ∑it's fairly obvious that we did not object to this

22∑ ∑being an appropriate mechanism for court review,

23∑ ∑that the injunction is appropriate to come to this

24∑ ∑court to see if there is a basis upon which to set

25∑ ∑aside or reverse, modify, et cetera.





∑1∑ ∑ ∑ ∑ THE COURT:∑ Okay.

∑2∑ ∑ ∑ ∑ MS. SISCO:∑ Because these were not followed

∑3∑ ∑in this manner.∑ But the petitioner or plaintiff

∑4∑ ∑has not made that request until after the hearing,

∑5∑ ∑so it is out of order.∑ None of that should

∑6∑ ∑necessarily matter because this is a different

∑7∑ ∑case, and it's proceeding under the 15.2.3 exigent

∑8∑ ∑circumstances.

∑9∑ ∑ ∑ ∑ Now, due process, it does require certain

10∑ ∑elements, and -- but it does not require a perfect

11∑ ∑process, and so the notice was obviously waived

12∑ ∑pursuant to the bylaws for a special called

13∑ ∑meeting.∑ The board collectively did that on the

14∑ ∑record, and acted appropriately when considering

15∑ ∑this matter in the exigent circumstances scenario

16∑ ∑as provided by these rules.

17∑ ∑ ∑ ∑ So, there has been a final action of the

18∑ ∑board.∑ As I read Section 4-51 -- where did it

19∑ ∑go -- of what this court's jurisdiction is, it

20∑ ∑only requires a final action of the board.∑ It

21∑ ∑does not require necessarily a written finding,

22∑ ∑although this procedure as spelled out in the

23∑ ∑regulations would contemplate that.

24∑ ∑ ∑ ∑ In the record, Exhibit 4, I believe, to the

25∑ ∑State's brief is, the 22nd, a letter from general





∑1∑ ∑counsel of the Tennessee Education Lottery

∑2∑ ∑Corporation, spelling out the implications of the

∑3∑ ∑board's decision and their final action and their

∑4∑ ∑temporary suspension, because that vote on the

∑5∑ ∑motion was not just to temporarily suspend but

∑6∑ ∑also to then give the education lottery staff the

∑7∑ ∑authority to make the decision if the assurances

∑8∑ ∑had then been met they could go ahead and lift the

∑9∑ ∑suspension.

10∑ ∑ ∑ ∑ This court is --

11∑ ∑ ∑ ∑ THE COURT:∑ Am I -- by its terms, the letter

12∑ ∑from the general counsel for the board is

13∑ ∑responding to Action 24/7's letter dated March 21,

14∑ ∑specifically requesting that the temporary

15∑ ∑suspension be lifted, so I viewed that for what it

16∑ ∑said it was and not as a substitute for a final

17∑ ∑written decision by the board.

18∑ ∑ ∑ ∑ MS. SISCO:∑ No.∑ And I'm not sure that there

19∑ ∑is contemplation to issue a written decision

20∑ ∑because this is not an action pursuant to hearing

21∑ ∑as contemplated by the rules.∑ So the Court was

22∑ ∑asking about what that could mean for a remand.

23∑ ∑And I think that the petitioner, the plaintiffs

24∑ ∑are right, that there -- that is potentially

25∑ ∑futile.∑ The board has considered the evidence,





∑1∑ ∑and was able to hear from Action 24/7's CEO and

∑2∑ ∑president.∑ I don't expect any additional or

∑3∑ ∑differing evidence to be presented at a formal

∑4∑ ∑hearing before the same board members, because if

∑5∑ ∑that evidence was available and presented, then

∑6∑ ∑TEL staff would have the assurances they need to

∑7∑ ∑lift the temporary suspension.∑ And so we're kind

∑8∑ ∑of cyclical.∑ I don't believe that there's a need

∑9∑ ∑to exhaust further administrative remedies before

10∑ ∑the board, frankly.∑ When you look at this court's

11∑ ∑jurisdiction on judicial review, I think it

12∑ ∑supports that as well.∑ I didn't mean to cut you

13∑ ∑off.

14∑ ∑ ∑ ∑ THE COURT:∑ I understand your position.∑ It

15∑ ∑says the Chancery Court shall hear appeals based

16∑ ∑upon the record of the proceedings before the

17∑ ∑board.∑ And, of course, I don't have a record, at

18∑ ∑least not yet.∑ And so without -- the Court is

19∑ ∑accustomed under other administrative proceedings

20∑ ∑of having a written decision of some sort to

21∑ ∑review.∑ And so I'm -- I don't know if there is a

22∑ ∑procedure yet for the preparation and filing of

23∑ ∑the record, but for this court's review to be

24∑ ∑undertaken, what do you contemplate or what is the

25∑ ∑State's position as to what is going to be filed





∑1∑ ∑so that the Court can conduct that review?

∑2∑ ∑ ∑ ∑ MS. SISCO:∑ So this is also a learning curve

∑3∑ ∑for me.∑ Very interesting to learn about the

∑4∑ ∑structure of our Tennessee Education Lottery

∑5∑ ∑Corporation.∑ What does it mean to be a quasi

∑6∑ ∑political -- body politics, et cetera, quasi, but

∑7∑ ∑not a state agency but also a state agency.∑ So

∑8∑ ∑not bound by the UAPA, but tasked with

∑9∑ ∑promulgating rules.∑ So we are, in my opinion,

10∑ ∑somewhere between what we're accustomed to under

11∑ ∑the UAPA and a writ of certiorari.∑ We don't have

12∑ ∑a record.∑ There's no prescription for what would

13∑ ∑be included in the record.∑ I certainly know what

14∑ ∑I would put in, and that is what you have before

15∑ ∑you.∑ Not a transcribed -- a transcript of the

16∑ ∑proceedings that happened on the 19th, but

17∑ ∑certainly that is all that would be -- and the

18∑ ∑correspondence and any of the documentation that

19∑ ∑is already in this court's -- in the record now

20∑ ∑would be what I would submit and compile perhaps

21∑ ∑informally, and then --

22∑ ∑ ∑ ∑ THE COURT:∑ And I didn't mean to pull you off

23∑ ∑of your argument under the temporary injunction

24∑ ∑standards, but I'm just trying to envision what

25∑ ∑this process is that's in front of us.∑ Thank you





∑1∑ ∑for addressing that.

∑2∑ ∑ ∑ ∑ MS. SISCO:∑ And my pleasure.∑ I do -- I love

∑3∑ ∑administrative law.∑ I find it fascinating.

∑4∑ ∑Which, again, is why it was so interesting to

∑5∑ ∑learn how this has its own -- like, the Gaming Act

∑6∑ ∑has its own mechanism for judicial review.∑ And,

∑7∑ ∑of course, you are and should be bound to the

∑8∑ ∑record of the proceedings.

∑9∑ ∑ ∑ ∑ In this case, it's a little less formal.∑ You

10∑ ∑don't have a notice of charges that you might

11∑ ∑otherwise have.∑ This is a formal hearing that can

12∑ ∑be conducted in the next 30 days, but the board

13∑ ∑adamantly submits that it should not be while an

14∑ ∑injunction is in place or Action 24/7 should be

15∑ ∑allowed to operate in the interim, based on the

16∑ ∑evidence that was presented to the board on the

17∑ ∑19th, based on the -- did lead the chairman of the

18∑ ∑board to determine that these were exigent

19∑ ∑circumstances; that there is a real threat to the

20∑ ∑public and to the board statutory purpose to be

21∑ ∑true.∑ And that's why I raised why it's in there,

22∑ ∑the statute, that these folks are acting for the

23∑ ∑public interest.

24∑ ∑ ∑ ∑ I don't think it's any secret that our

25∑ ∑lottery has been a success story, and it's no





∑1∑ ∑doubt in part to the hard work of these

∑2∑ ∑defendants, who did their job in this instance,

∑3∑ ∑and helped both parties, frankly, avoid what could

∑4∑ ∑be potential liability and either further harm to

∑5∑ ∑the public at large or ultimately pecuniary bottom

∑6∑ ∑line.

∑7∑ ∑ ∑ ∑ So with that, I can talk about the likelihood

∑8∑ ∑of succes on the merits.∑ On the 1983 action,

∑9∑ ∑seeking prospective injunctive relief, it is the

10∑ ∑ultimate question.∑ I think the Court was right to

11∑ ∑hone in on that's the relief that they're asking.

12∑ ∑They want you to substitute your -- your opinion

13∑ ∑and decision for that as a board.∑ And they failed

14∑ ∑to state a claim that the board's process and

15∑ ∑procedures are inherently unconstitutional, and

16∑ ∑pose a problem for every applicant, or this

17∑ ∑isolated incident where they say they were denied

18∑ ∑the opportunity to be heard or argue before the

19∑ ∑board, and that that somehow deprived them of the

20∑ ∑due process interest, when, in fact, the exigent

21∑ ∑circumstances removed that requirement for a

22∑ ∑predeprivation hearing and notice to be heard.

23∑ ∑ ∑ ∑ The record now has been built up by the

24∑ ∑petitioner and, again -- I realize I keep saying

25∑ ∑that -- the plaintiff has not put in the record





∑1∑ ∑any evidence to contradict the concrete finding

∑2∑ ∑that Action 24/7 had violated or failed to comply

∑3∑ ∑with the terms and regulations and the statute by

∑4∑ ∑maintaining minimum internal controls.

∑5∑ ∑ ∑ ∑ Counsel spent a lot of time talking about all

∑6∑ ∑the great things that Action 24/7 has done after

∑7∑ ∑they discovered the fraud.∑ The temporary

∑8∑ ∑suspension was not based on anything Action 24/7

∑9∑ ∑did in response to the fraud.∑ All of that was

10∑ ∑fine.∑ However, all of that should have been done

11∑ ∑before the launch of their gaming platform, to be

12∑ ∑truthful.∑ All of that should have been in place.

13∑ ∑24/7 monitoring for Action 24/7 should have been

14∑ ∑in place from November 1st or 2nd when they went

15∑ ∑live.∑ And that is --

16∑ ∑ ∑ ∑ THE COURT:∑ Well, the State issued the

17∑ ∑license.∑ Well, the State issued the license

18∑ ∑and --

19∑ ∑ ∑ ∑ MS. SISCO:∑ It did.

20∑ ∑ ∑ ∑ THE COURT:∑ -- and if you can address -- and

21∑ ∑I don't know what that means because I didn't see

22∑ ∑that anywhere in the statute or in the regs, what

23∑ ∑significance, legal significance the Court should

24∑ ∑give to that.∑ So that's point number one.

25∑ ∑ ∑ ∑ Point number two, if you would respond to the





∑1∑ ∑argument that was made by Action 24/7 that it did

∑2∑ ∑have minimum internal controls in place, which was

∑3∑ ∑the reason it detected this activity in the first

∑4∑ ∑instance.

∑5∑ ∑ ∑ ∑ MS. SISCO:∑ I think that our expert, the

∑6∑ ∑sports gaming investigator himself, would disagree

∑7∑ ∑with that characterization, and that's where the

∑8∑ ∑technical experience comes in.∑ I always hear this

∑9∑ ∑talk about we should do away with deference, and

10∑ ∑I'm a strict constructionist.∑ I understand that

11∑ ∑argument, but I don't, because I know what it

12∑ ∑means to have expertise.∑ And to get involved in

13∑ ∑some of these cases in this way, quickly, you

14∑ ∑really start to appreciate the expertise that each

15∑ ∑of these agencies develop over time.∑ And

16∑ ∑certainly in launching a whole new arena of online

17∑ ∑gaming, we certainly have some things to work

18∑ ∑through, but that is why the investigator was

19∑ ∑hired, and that is what the board has done to

20∑ ∑comply with their statutory obligation to preserve

21∑ ∑the integrity of this new system, while also

22∑ ∑protecting our citizens from fraud.

23∑ ∑ ∑ ∑ So there's so many more things that online

24∑ ∑gaming opens up, and that's why in the statute it

25∑ ∑definitely says the board is going to develop





∑1∑ ∑processes and procedures to combat money

∑2∑ ∑laundering and credit card fraud.∑ So our

∑3∑ ∑investigator says what they discovered and what

∑4∑ ∑they did, in the interim, before they actually

∑5∑ ∑told us what happened, everything that we thought

∑6∑ ∑they had already done when they launched and after

∑7∑ ∑they had been approved the license.

∑8∑ ∑ ∑ ∑ And so that's why there's the language in

∑9∑ ∑here you can suspend a license pending

10∑ ∑investigation.∑ That's where we are, and that is

11∑ ∑exactly what the board and the chair did.∑ So --

12∑ ∑so that goes to the factual -- a factual

13∑ ∑determination that this court really can't

14∑ ∑substitute its own judgment for without more, and

15∑ ∑the plaintiffs have not put in any evidence to

16∑ ∑dispute the statement and declaration of the

17∑ ∑sports gaming investigator, whose job it is to

18∑ ∑make sure that we're checking these things; and

19∑ ∑already four months into it we have two problems

20∑ ∑with the same licensee, concrete evidence that

21∑ ∑they are not complying with the statute as is

22∑ ∑their sole obligation.∑ It is their duty at all

23∑ ∑times to show that they have that suitability.

24∑ ∑That's another term of art.∑ But when you look at

25∑ ∑the three sets of regulations that the board has





∑1∑ ∑actually adopted, the third being details about

∑2∑ ∑the minimum control -- internal controls that are

∑3∑ ∑expected, you see that, and you also see the

∑4∑ ∑detail in the March 22nd letter that tells the

∑5∑ ∑plaintiff exactly what they are lacking and

∑6∑ ∑exactly what they need to get to provide these

∑7∑ ∑assurances and remove the temporary suspension.

∑8∑ ∑ ∑ ∑ So there is notice about what they need to

∑9∑ ∑do, and there is opportunity, of course, for a

10∑ ∑postdeprivation hearing on that, but we -- right

11∑ ∑now we need the proof before the license should be

12∑ ∑reinstated by this court or the board or anybody

13∑ ∑else.

14∑ ∑ ∑ ∑ So as we look at the likelihood of success on

15∑ ∑the merits, though, that the Court -- the statute

16∑ ∑is strange.∑ Again, it doesn't tell you what the

17∑ ∑level of proof is, but the plaintiff must prove

18∑ ∑that the decision was clearly erroneous, or

19∑ ∑arbitrary and capricious.∑ And, again, the record

20∑ ∑is replete with evidence that supported the

21∑ ∑decision as an appropriate decision, not clearly

22∑ ∑erroneous.∑ Real concerns, legitimate threat to

23∑ ∑unsuspected -- not even just the players for the

24∑ ∑online gaming.∑ You'll see the investigator kind

25∑ ∑of explain this front-loading of the deposit money





∑1∑ ∑with multiple different debit cards, with

∑2∑ ∑different names that don't match the player

∑3∑ ∑account.

∑4∑ ∑ ∑ ∑ To hear him say it's not -- this is a base

∑5∑ ∑level, and I can't help but observe the 16 -- you

∑6∑ ∑know, they discovered the fraud on the 9th.∑ They

∑7∑ ∑don't report it until the 17th, and that's when we

∑8∑ ∑have another incident on the 16th.∑ How many other

∑9∑ ∑incidents could have been totally diverted or

10∑ ∑altogether prevented had they spoken and reported

11∑ ∑it immediately.∑ And, unfortunately, I just think

12∑ ∑there was open lines of communication with the

13∑ ∑education lottery investigator who was doing

14∑ ∑one-on-one training to help this licensee make

15∑ ∑sure they complied with the rules, but they didn't

16∑ ∑want to tell what had happened again, because they

17∑ ∑had another issue, and then they do.∑ And, you

18∑ ∑know, nobody is faulting them for, you know,

19∑ ∑disclosing that.∑ We appreciate that.∑ But that

20∑ ∑does not --

21∑ ∑ ∑ ∑ THE COURT:∑ I didn't see any --

22∑ ∑ ∑ ∑ MS. SISCO:∑ -- relieve the harm.

23∑ ∑ ∑ ∑ THE COURT:∑ I did not see any proof in the

24∑ ∑record that Action 24/7 did not want to tell the

25∑ ∑board about --





∑1∑ ∑ ∑ ∑ MS. SISCO:∑ Oh, well, I don't know.∑ I don't

∑2∑ ∑know then.∑ I don't know the motivation between

∑3∑ ∑not reporting it for seven or more days.∑ That's

∑4∑ ∑all.∑ I don't know.

∑5∑ ∑ ∑ ∑ THE COURT:∑ Okay.

∑6∑ ∑ ∑ ∑ MS. SISCO:∑ There was not a disclosure until

∑7∑ ∑many, many days later.∑ And that's -- there's no

∑8∑ ∑proof.∑ That's my own view of the evidence that is

∑9∑ ∑in the record.

10∑ ∑ ∑ ∑ So we're balancing the harm to the public and

11∑ ∑the harm to Action 24/7.∑ Sure, they will miss out

12∑ ∑on some bets, but no customers are guaranteed with

13∑ ∑a license.∑ And as the statute clearly says, it is

14∑ ∑a privilege to operate an online gaming system in

15∑ ∑the state.

16∑ ∑ ∑ ∑ To that end, it is a lucrative venture for

17∑ ∑both the plaintiff and the State.∑ There is

18∑ ∑monthly privilege tax that's paid based on the

19∑ ∑gross earnings.∑ So it is fair to say that this is

20∑ ∑not done lightly.∑ The State does not want their

21∑ ∑licensees not to operate.∑ This was done in

22∑ ∑exercise of a statutory duty to prevent harm to

23∑ ∑the public and the public interest, and to

24∑ ∑preserve the integrity of this online gaming

25∑ ∑system, before it even really has a chance to take





∑1∑ ∑off.∑ And that's exactly what has been done here.

∑2∑ ∑ ∑ ∑ So to grant this extraordinary relief would

∑3∑ ∑interest the -- would injure the public interest,

∑4∑ ∑faith in the education lottery corporation and its

∑5∑ ∑board to provide the oversight with which it's

∑6∑ ∑tasked.∑ And for the balancing of those reasons,

∑7∑ ∑we say it clearly weighs against granting the

∑8∑ ∑motion.

∑9∑ ∑ ∑ ∑ With that, I will ask if you have any

10∑ ∑additional questions.∑ You asked -- you asked

11∑ ∑plaintiff about a bond amount, and I just -- I

12∑ ∑just don't know.∑ It could be an extraordinary

13∑ ∑amount needed should other instances of fraud take

14∑ ∑place.∑ It could be catastrophic, but it's hard to

15∑ ∑know.∑ It's not quantifiable.∑ It is repairable.

16∑ ∑It's not irreparable harm.∑ And the board has

17∑ ∑explained through its staff exactly how Action

18∑ ∑24/7 can lift the temporary suspension and

19∑ ∑continue operation.

20∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ That was my --

21∑ ∑ ∑ ∑ MS. SISCO:∑ With that, we ask the motion be

22∑ ∑denied.

23∑ ∑ ∑ ∑ THE COURT:∑ That was my only remaining

24∑ ∑question, was as to the bond amount.∑ If you have

25∑ ∑any thoughts about that, I wanted to make sure





∑1∑ ∑that I heard from you in response to that question

∑2∑ ∑as well.

∑3∑ ∑ ∑ ∑ Is there anything else, Ms. Sisco?

∑4∑ ∑ ∑ ∑ MS. SISCO:∑ Aside from the statutory

∑5∑ ∑authority and the rule-making authority that we

∑6∑ ∑believe supported the decision, and that it was

∑7∑ ∑within the bounds of that authority, we have

∑8∑ ∑nothing else to add, and ask again that the motion

∑9∑ ∑be denied.

10∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Thank you very much.

11∑ ∑ ∑ ∑ Mr. Clayton, would you like to be heard on

12∑ ∑rebuttal?

13∑ ∑ ∑ ∑ Mr. Clayton, I'm not able to hear you.∑ We're

14∑ ∑still not able to hear you.

15∑ ∑ ∑ ∑ Mr. Clayton, are you able to hear us?

16∑ ∑Because we are not able to hear you.

17∑ ∑ ∑ ∑ MR. CLAYTON:∑ Can you hear me now, your

18∑ ∑Honor?

19∑ ∑ ∑ ∑ THE COURT:∑ Yes, we can hear you now.∑ Thank

20∑ ∑you.

21∑ ∑ ∑ ∑ MR. CLAYTON:∑ I think the technology, again,

22∑ ∑great when it works.

23∑ ∑ ∑ ∑ THE COURT:∑ I know.∑ We've all struggled with

24∑ ∑it this afternoon, so we're in the same boat.

25∑ ∑ ∑ ∑ MR. CLAYTON:∑ Your Honor, very quickly, I





∑1∑ ∑won't belabor the points we've made.∑ I think that

∑2∑ ∑it is very obvious that there's not a record, your

∑3∑ ∑Honor, because there was never a hearing.∑ And

∑4∑ ∑what is in the record is not the type of evidence

∑5∑ ∑that you should have, but if they're going to take

∑6∑ ∑the position that -- and which I found, frankly,

∑7∑ ∑and not disrespectfully, but amazing that what I

∑8∑ ∑heard is that remand would be futile because the

∑9∑ ∑board won't consider the evidence.∑ If that's the

10∑ ∑position, your Honor, then I think it's even

11∑ ∑further reason why you should grant our temporary

12∑ ∑injunction.∑ And then if we need to, we'll set the

13∑ ∑permanent injunction hearing in front of your

14∑ ∑Honor, and allow enough time to take some

15∑ ∑depositions and get the documents.

16∑ ∑ ∑ ∑ We're entitled to a hearing.∑ I don't think

17∑ ∑there can be any constitutional question that we

18∑ ∑are entitled to a hearing, and I believe that

19∑ ∑we're entitled -- we were entitled to the

20∑ ∑predeprivation hearing, and it could have happened

21∑ ∑but it didn't.∑ But to now say that we've had a

22∑ ∑hearing because they called -- what they called

23∑ ∑was a -- this was -- what this profession called

24∑ ∑it was a special meeting of the sports wagering

25∑ ∑committee at 2 o'clock, and then it later became





∑1∑ ∑the board.

∑2∑ ∑ ∑ ∑ There's been no hearing.∑ We have not had the

∑3∑ ∑opportunity to present the facts, which were

∑4∑ ∑erroneously presented one-sidedly.∑ And if the

∑5∑ ∑investigator's experienced, let's just for the

∑6∑ ∑sake of argument today say that that's great, it

∑7∑ ∑does not give the TEL the right to deny us due

∑8∑ ∑process, and it does not give the right for people

∑9∑ ∑within TEL that do not have the authority to

10∑ ∑suspend licenses and sit around, and then from

11∑ ∑what I understand, they can suspend us for what I

12∑ ∑would say are imaginary exigent circumstances for

13∑ ∑30 days.

14∑ ∑ ∑ ∑ I get the learning curve, but while the

15∑ ∑learning curve on due process is going on, our

16∑ ∑business is being destroyed.∑ Literally, not

17∑ ∑dramatically, truthfully.∑ Without question.∑ And

18∑ ∑that cannot stand without a hearing and

19∑ ∑opportunity to be heard, and we should immediately

20∑ ∑have our license reinstated while either you, your

21∑ ∑Honor, have a final hearing, or if your decision

22∑ ∑is to remand it, with directions that they have an

23∑ ∑actual hearing, you know, either way is fine.

24∑ ∑ ∑ ∑ But this is -- this is, I think, very clearly

25∑ ∑an obvious violation of due process, and we're





∑1∑ ∑entitled to have our license reinstated.

∑2∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Thank you,

∑3∑ ∑Mr. Clayton.∑ I appreciate the briefing on very

∑4∑ ∑short notice and the arguments of both sides

∑5∑ ∑today.

∑6∑ ∑ ∑ ∑ As with any temporary injunction hearing, it

∑7∑ ∑is necessary for the Court to make findings of

∑8∑ ∑fact, preliminary findings of fact and conclusions

∑9∑ ∑of law, and I will undertake to do so and get my

10∑ ∑decision out just as quickly as I can.∑ And I am

11∑ ∑well aware of the timing and the upcoming events

12∑ ∑this weekend with the basketball tournament.∑ So I

13∑ ∑appreciate everyone's quick response so that we

14∑ ∑could get this heard as quickly as possible, and I

15∑ ∑in turn will get my memorandum and order out just

16∑ ∑as quickly as possible too.

17∑ ∑ ∑ ∑ Let me poll counsel and see if you have any

18∑ ∑questions before we adjourn.

19∑ ∑ ∑ ∑ Mr. Clayton.

20∑ ∑ ∑ ∑ MR. CLAYTON:∑ No, your Honor.∑ Thank you,

21∑ ∑again, for hearing us on an expedited basis.

22∑ ∑ ∑ ∑ THE COURT:∑ Of course.∑ I'm happy to do so.

23∑ ∑ ∑ ∑ Ms. Sisco.

24∑ ∑ ∑ ∑ MS. SISCO:∑ None for me.∑ Thank you.

25∑ ∑ ∑ ∑ THE COURT:∑ All right.∑ Thank you both very





∑1∑ ∑much, and thanks everyone for being available by

∑2∑ ∑Zoom.

∑3∑ ∑ ∑ ∑ As you all know, the Tennessee Supreme Court

∑4∑ ∑has lifted the in-person suspension of hearings,

∑5∑ ∑although we are continuing to operate under the

∑6∑ ∑20th Judicial District plan, which is posted on

∑7∑ ∑the clerk and master's website, and that under

∑8∑ ∑that plan, there is a strong preference to

∑9∑ ∑continue to conduct hearings remotely, to the

10∑ ∑extent feasible.∑ And today was maybe a little

11∑ ∑less feasible than other days, but I appreciate

12∑ ∑everyone's patience as we worked through the

13∑ ∑technology and audio issues.∑ So thank you again,

14∑ ∑and with that we are adjourned.

15∑ ∑ ∑ ∑ ∑(Proceedings concluded at 4:20 p.m.)

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∑ ∑ ∑ ∑ ∑REPORTER'S CERTIFICATE

STATE OF TENNESSEE

COUNTY OF DAVIDSON

∑ ∑ ∑I, DEBRA DURAN-BORNSTEIN, LCR# 808,

Registered Professional Reporter, and Notary

Public, do hereby certify that I was the court

reporter in the foregoing cause; that the

foregoing pages, numbered 1 - 80, inclusive, were

transcribed under my personal supervision and

constitute a true and correct transcript of the

proceedings had evidence introduced.

∑ ∑ ∑Dated this 26th day of March, 2021.

∑ ∑ ∑ ∑DEBRA DURAN-BORNSTEIN, RPR, CLR, LCR#808

∑ ∑ ∑ ∑My Commission Expires: June 30, 2022







$

$10 17:23 19:5

$14,701 29:3

$2100 21:1

$22,000 35:5 43:18

$22,661 29:2

$2300 20:25

$37,000

28:21

$37,362 29:2

$50,000

12:24

$700,000

12:25

(

(b) 57:5,6

1

10 15:23 23:21 39:14

10th 17:6, 18 18:4, 20,24

11 23:21

11:16 16:8

11:20 16:11

11th 19:1, 16

12 17:11, 17,22 20:4

12:40 23:25

12th 14:3 18:21 28:20

15 12:15 20:4

15.2.3 57:5 62:7

15.2.4 60:18

15.2.5 60:20

15.2.6 61:4

16 16:9 20:6 72:5

16th 14:5 20:16,21 21:8,20 28:20 31:6 72:8

17 18:1

17th 22:3, 11 25:18, 19 28:3 31:8 72:7

18th 13:9 22:11,17 23:2,7 25:19 29:15 34:5 37:16,18

46:11,20 59:20

19 25:22

1976 38:4

1983 33:1 67:8

19th 23:25 24:1 34:9 37:12 41:7,14 65:16 66:17

1st 13:6 38:22 68:14

2

2 23:24 33:10 76:25

20 25:22

2016 42:24

2020 12:21 13:3

20th 79:6

21 63:13

21-0255 3:10

21st 59:13

22 29:4

22,000 21:2 28:22

22nd 62:25 71:4

23 20:3 28:4 29:1 43:17

24-hour

14:12 21:14 24:10 28:8

24/7 3:11 4:9 5:5,16 8:21 9:3,4 12:13 14:20 15:11,18, 25 18:15 21:22 23:7 25:2 26:23 29:24 33:18 38:13 59:11 66:14 68:2,6,8, 13 69:1 72:24 73:11 74:18

24/7's 36:14 44:9 45:4 52:17 54:20 56:22 63:13 64:1

2:03 3:1

2nd 13:5

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: $10..2nd




68:14

3

30 49:15 60:6,21 61:3 66:12 77:13

315(f) 55:23

31st 13:3

37 29:4

3:28 54:7

3:29 54:4

3:30 54:4

3:35 54:5

3:39 54:7

4

4 20:20 21:19 62:24

4-51 62:18

4-51-101(c)

55:23

4-51-326

56:7

4-51-328

42:11 45:16

4:00 20:7

4:20 79:15

4:45 22:17

5

55 28:23

5:00 20:7

6

6 20:18

60 18:14 49:15

65 30:17 50:9

7

7-day-a-week

14:12 21:15 24:10 28:9

8

8 17:6 20:14 39:14

8th 15:13, 14 19:11 31:5

9

9 13:18

95 44:2

9th 14:3 16:12 28:19 31:5

72:6

A

a.m. 17:6

ability 27:7 34:24 47:12

absence

32:16

Absent 50:22

absolutely

49:24

abundantly

46:1

accept 15:11 43:4

accepted

13:1

access 7:3 40:20

account

19:6,21 39:9,12,17 40:21 72:3

accounts

14:18 15:14 16:1,5,7, 11,12,22 17:8,11, 13,14,17, 18,21,22 19:2,16 26:6 40:18

accurate

20:24 37:5 55:9

accurately

36:2

accusation

35:9

accustomed

64:19 65:10

ACH 16:16

acknowledge

48:13 59:11

act 12:22 55:18,20, 22 56:1,7 66:5

acted 33:2 55:16 56:17 61:9 62:14

acting 33:6 66:22

action 3:11 4:9 5:5 8:21 9:3 12:13 15:11,18, 25 18:15 20:16 23:6 25:2 26:18,23 30:25 33:8,18

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: 30..action




36:14 38:7,13 42:9 44:9 45:4 47:15 52:17 54:20 56:22 58:12 59:11 60:19 62:17,20 63:3,13,20 64:1 66:14 67:8 68:2, 6,8,13 69:1 72:24 73:11 74:17

actions

47:21

activities

14:14 15:22 58:25

activity

13:13 14:6 15:21 16:14 17:10 18:9 20:5 26:14,22 27:18 30:2 31:4,7,15 41:25 44:12 69:3

actors 36:5 44:20

acts 37:4

actual 28:23 35:4 77:23

adamantly

66:13

add 24:8 75:8

addition

6:19 7:2 18:8 39:23

additional

17:9,11 19:1 20:5, 7 24:9,11 26:11 31:6 51:16 59:14 64:2 74:10

additionally

55:10

address

27:25 33:11 39:11 49:7 51:22 68:20

addressed

57:2

addressing

66:1

adequate

13:23

adjourn

78:18

adjourned

79:14

adjust 4:24

adjustment

19:19

adjustments

3:25 6:12 9:22

administration

60:25

administrative

38:10 64:9,19 66:3

administrator's 3:17

admit 26:25

adopted

55:20 58:16 71:1

advance 8:24 9:9 35:18

adverse

34:25 60:19

advised

24:14 26:12

advocacy

53:3

affected

38:7,15

afforded

58:9 59:22

afternoon

3:5,6 4:7 6:3 22:16 29:15 75:24

agencies

69:15

agency 65:7

aggressive

51:12

ahead 11:2 63:8

allegation

26:15 28:14

allegations

43:10

allowed 13:7 15:1 22:1 24:24 25:3 28:1 41:7 43:8 49:17 66:15

allowing

56:20

alluded

51:25

altering

50:24

altogether

72:10

amazing 76:7

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: actions..amazing




amount 50:11 74:11,13, 24

amounts 13:1 22:6

analysis

30:23 32:11 37:6

Andrew 5:16

Annotated

42:10 55:22

announcing

23:23

anticipate

47:9

apologize

4:23 7:14 9:18 10:1, 8,10 21:4 28:25 56:5 60:11

appeal 42:10 45:24 47:21 48:14,22 61:7

appealable

61:11

appealed

46:7

appeals

64:15

appears

45:20

applicant

67:16

application

12:23,24, 25 13:4 58:21

applications

48:18

applied

12:22

appropriately

62:14

appropriateness 50:11

approved

13:4 70:7

approximately

28:21,22

arbitrary

42:13,15, 20 43:11 71:19

arena 69:16

argue 67:18

arguing

36:23 48:4

argument

14:8 15:9 37:1 51:20 54:10 65:23

69:1,11 77:6

arguments

78:4

art 70:24

aspects

21:11

asserted

32:25

assertions

34:24 47:18

Assistant

6:4,7

associate

5:6

assuming

60:17

assumptions

36:8

assurances

30:5 58:19 63:7 64:6 71:7

attach 9:15

attached

24:5,22

attempt

18:12

attempted

17:16 19:2,12

attempts

19:20

attendees

24:20

attending

7:7

attention

26:7

attorney

3:21 6:1, 4,6,7 8:1, 2,8 13:18, 22 33:10 36:21 51:10

attorneys

5:9 11:17

audio 6:10, 18 8:14 11:20 25:11 35:22 36:4 54:13,17 79:13

authority

22:24 29:14 34:7 37:18 48:14 49:24 55:13,15, 24 56:4,20 63:7 75:5, 7 77:9

authorized

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: amount..authorized




47:20

avoid 67:3

aware 26:6, 16 33:8 78:11

B

back 12:20 21:24 23:14 24:21 27:7 40:23,25 45:8,15 49:3,20 51:8 53:1 54:4,5,9

background

12:12

bad 27:12

balances

32:20

balancing

32:18 73:10 74:6

Bar 4:8

base 72:4

based 8:22 16:7 19:8, 15 21:12 22:13 30:14 41:8,15,24 42:6,17 43:15

44:9,25 47:14,16 48:19 55:17 56:8 58:11 64:15 66:15,17 68:8 73:18

bases 43:12

basically

16:17,25 17:21 18:14 28:15 30:17 38:5 42:11 47:13

basis 5:3 27:18 37:23 48:15 61:24 78:21

basketball

55:4 78:12

bass 5:9 39:1

beauty 10:11

began 3:1

begin 4:1 45:8

beginning

4:5 16:8 26:8

behalf 8:20 52:15

behavior

17:16 19:10

belabor 76:1

belt 18:7 20:1 24:11

beneficial

53:25

benefit

55:10

benefits

44:19,22

Berry 5:9

bets 26:5 73:12

betting

17:20 20:10 31:17

Bill 7:20

bit 4:20 10:17 12:12

block 17:7 18:14

board 6:9 21:10 22:23 23:1,3,4 24:20,25 25:1,7,12

27:10 28:1,5,12 29:10,11 30:3 31:1 35:12 36:9 37:19 38:12 41:4,13 45:19,20, 22 46:3,4, 6,14 47:2, 22 48:2,6, 22 49:13 55:8,16, 20,24 56:2,8,17 58:12,16 61:7,9,16 62:13,18, 20 63:12, 17,25 64:4,10,17 66:12,16, 18,20 67:13,19 69:19,25 70:11,25 71:12 72:25 74:5,16 76:9 77:1

board's

42:17 46:17 47:21 48:21 61:13 63:3 67:14

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: avoid..board's




boat 75:24

body 65:6

bond 50:7, 8,10,11, 13,14,16, 17,21 51:2 74:11,24

bottom 55:3 67:5

bound 65:8 66:7

bounds 75:7

Bowl 26:5 27:5

break 25:8

briefing

78:3

brought 26:7

built 67:23

burden 38:10

business

21:16 39:25 44:3 47:14 49:12 51:1 77:16

businesses

53:13 54:23

bylaws 62:12

C

calendar

3:4,20 54:6,8

call 11:14 22:12 23:15,20 24:15,17 52:8 53:18

called 8:17 16:18,24 23:24 62:12 76:22,23

calls 55:3

capricious

42:14,16, 20 43:11 71:19

card 14:2, 15 15:10 17:23 18:11,12, 13,14 19:13 20:5 21:21 22:14 25:24 29:21 31:19 42:1 44:16 70:2

cards 15:11, 12,17 17:8 19:22

28:21 72:1

care 10:4

carefully

43:2

cars 25:8

case 3:10 22:24 27:15 36:25 37:1,6 38:3,4 42:24 43:24 44:2,24 46:10 50:22 59:23 61:9 62:7 66:9

cases 43:25 69:13

Casey 5:10, 14

catastrophic

38:14,16 74:14

caused 38:13 40:9

cell 27:23

CEO 22:12 23:4 52:16 56:12 64:1

certified

3:18

certiorari

65:11

cetera 61:25 65:6

chair 70:11

chairman

23:4 56:16 66:17

challenge

34:14,24 35:8 47:18

chance 25:13 32:5,8 43:7 46:21 51:14 73:25

Chancellor

52:7

Chancery 3:7 42:12 47:20 64:15

change 41:22

changing

31:17

characterization 69:7

charges

66:10

checking

70:18

children

12:6

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: boat..children




chose 37:13

Circuit

37:1,7 44:1

circumstance

15:1 32:6

circumstances

27:13 29:17 41:5 42:18 46:25 56:9,15,21 57:2,12,16 60:1 62:8, 15 66:19 67:21 77:12

citation

55:21

cited 25:10 33:21 35:16,21 42:25 43:25 56:4

cites 35:23

citizen's

50:24

citizens

50:23 53:13 54:23 69:22

claim 32:25 67:14

clarity 21:4

Clayton 4:7, 8,12,17,23 5:4,8,13, 16,21 7:8, 9 8:20 9:1,2,5, 12,24 10:6,16, 21,24 11:4,15, 19,23 12:3,7 30:18,19, 20,24 31:2,9 32:13 35:15,20 45:13,17, 25 48:10, 17,25 50:12 51:9,17 75:11,13, 15,17,21, 25 78:3, 19,20

clear 21:6 25:6 30:11 35:12 37:22 43:23 46:1 48:7,12 55:16

clerk 3:4,20 54:6,8 79:7

client 4:9 12:22 26:23 51:24

client's

13:3

close 16:6 58:19

Code 42:10 55:22

colleague

4:10 8:4

collectively

32:21 62:13

color 33:2,6

combat 70:1

commits 37:4

committee

22:25 23:1,3 56:18 57:11 59:6 60:4,14 76:25

committee's

57:11 60:15

common 38:20

communication

72:12

companies

39:5,6,18

compared

47:8

competitively

39:1

competitors

40:4

compile

31:10 65:20

compiled

31:22

complaint

12:9 24:5, 6,23 28:24 30:15 35:11 43:14,16 51:19

completely

15:2 27:20 28:14,17 46:19,24

complied

72:15

comply 50:18 51:5 68:2 69:20

complying

70:21

concentrated

19:14

concern

23:16 42:2

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: chose..concern




concerns

71:22

concluded

25:21 79:15

concluding

45:12

conclusion

43:5 61:3

conclusions

78:8

concrete

68:1 70:20

conduct

48:22 60:4 65:1 79:9

conducted

60:21 66:12

confirm 7:5

confusion

59:4

connected

54:12

consecutive

18:11

consideration

60:8

considered

63:25

Consistent

3:22

constitutes

44:3

constitution

33:4 36:11

constitutional

76:17

constructionist 69:10

consulted

16:3

contact 45:6

contacted

16:15,20, 24 18:16 24:13 45:5

contemplate

31:14 57:17 62:23 64:24

contemplated

61:1 63:21

contemplation

63:19

contested

59:23

continue

30:3 74:19 79:9

continued

16:10 17:9

continuing

40:10 44:9

79:5

contradict

68:1

control 71:2

controlling

37:8

controls

13:22 14:1,7 30:6 41:25 42:3 44:11 68:4 69:2 71:2

COO 5:16

copy 3:15, 18

corporation

3:12 6:1 12:17 52:16 55:8 56:17 63:2 65:5 74:4

correct 5:7, 8 57:21 59:20,21

correctly

6:20

correspondence

65:18

counsel

23:5,6,9, 14,23 24:14 25:2 46:5 61:11

63:1,12 68:5 78:17

County 3:6

couple 9:21 45:11

court 3:2,3, 5,7,17 4:12,16, 19,20 5:2, 11,15,18, 23 6:10,21 7:10,13 8:3,10 9:5,19 10:3,16, 23,25 11:9,19 12:2,4 20:13 21:4 30:18,20, 25 31:3 32:10 35:15 38:4 42:12,24 43:1 45:10,15, 18,23 46:7 47:19,20, 25 48:4, 12,18,21 50:5 51:7 52:1,9,21, 22,24 53:16,20, 23 54:3,6, 8,9,16 56:25

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: concerns..court




57:5,8 58:2,4,8 59:10,16, 18 60:3, 10,13 61:22,24 62:1 63:10,11, 21 64:14, 15,18 65:1,22 67:10 68:16,20, 23 70:13 71:12,15 72:21,23 73:5 74:20,23 75:10,19, 23 78:2,7, 22,25 79:3

court's

48:13 62:19 64:10,23 65:19

courthouse

3:22

courtroom

3:19,22 11:1,10

covered

29:18 38:11 44:5

creating

11:10

credit 15:11 70:2

criminal

14:15 26:21

cross-examine

35:8 43:9

Curliss 3:21

curve 65:2 77:14,15

customer

18:17 22:6

customers

40:12,16, 17,22 55:2 73:12

cut 45:11 64:12

cutting 6:13 52:25

cybersecurity

55:2

cyclical

64:8

D

daily 26:12

damaged

40:24

data 57:25

dated 63:13

Davidson 3:6

day 13:6 17:3,14 21:18 22:10 25:18 39:14 40:8 41:12

days 40:15 49:15 59:5 60:6,21 61:3 66:12 73:3,7 77:13 79:11

deadline

51:12

Dean 7:20

debit 14:2, 15 15:10, 12,17 19:12 20:5 21:21 22:14 25:24 28:21 29:21 31:19 42:1 44:16 72:1

Debra 6:19

decided

21:12

decision

23:2,18 29:14,16 31:1 41:13,16

42:13,14, 19,22 43:3,11 45:18,19, 22 46:2,3, 15,18 47:3,10 48:5,21 49:18 51:6 60:15 61:2,10, 17,19 63:3,7,17, 19 64:20 67:13 71:18,21 75:6 77:21 78:10

decisions

42:6

declaration

12:9 14:10 21:9 24:3, 7 28:6 34:16 43:7 70:16

declarations

8:23

defendant

55:7

defendants

33:2,3 67:2

deference

69:9

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: court's..deference




defines

36:12

delay 10:2

delegated

22:24

demonstrable

53:14 54:24

denied 33:16 52:19 53:11 54:21 67:17 74:22 75:9

deny 77:7

deposit

17:23 19:2,5,6, 20 20:25 71:25

deposited

28:21 29:2

depositions

76:15

deposits

15:15,16 16:13 17:7,19 18:11 19:21 20:22

deprivation

33:14 38:8 41:2

deprived

33:4,19 34:2 67:19

depriving

36:13,17

Deputy 6:6 8:1

designee

56:13,17 57:12

designee's

60:15

destroyed

77:16

detail 13:15 16:2 71:4

details 22:6 71:1

detect 14:6 20:3 21:7 28:11 44:11

detected

14:2,7,13, 21 16:9 20:8 21:16 28:4 29:22 30:1 41:25 69:3

detecting

18:9 21:24

detection

20:2 24:9 31:4 44:14

detections

44:13

detects

28:10

determination

42:17 56:15 70:13

determine

38:2 66:18

determines

55:25

determining

42:22,25

develop

69:15,25

devices 16:1 52:12

dial 53:5

dial-in

10:19 27:25

dialing

10:7,13

difference

29:3

differing

64:3

difficult

6:11 36:6 46:10

difficulty

3:24 4:22

6:22 9:18

digest 51:14

direct 45:4

directed

49:2

directions

77:22

Dirienzo

22:5,17 23:8 26:9, 25

disagree

69:6

disclosing

72:19

disclosure

73:6

discovered

14:17 68:7 70:3 72:6

discuss

13:14 23:13 27:7

discussion

32:5 46:3 59:3

discussions

30:10

dispute 30:1 33:22 34:14 70:16

disregards

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: defines..disregards




43:12

disrespectfully 76:7

distractions

7:19

District

79:6

diverted

72:9

division 6:8

doctor 11:6

documentation

58:18 65:18

documents

60:24 76:15

dollars

25:23 28:17 29:5 35:5 43:19

doubt 47:2 67:1

dovetails

42:9

dramatically

77:17

drill 36:22

due 27:3 32:25 33:16,20, 25 36:15 41:3,8

42:6 47:17 48:1 49:7 62:9 67:20 77:7,15,25

Duran 6:19

duties 58:24

duty 70:22 73:22

E

earnings

73:19

economic

51:2

education

3:12 5:25 6:9 45:2 52:16 55:8 56:12,16 63:1,6 65:4 72:13 74:4

effect 21:17

effective

50:9

effectively

18:9

effort 11:14

Eldridge

38:3

elements

32:20 33:15

62:10

email 22:17 23:8,22 24:21 46:12 59:14

emails 23:9

emergency

3:9 13:20 23:24 52:18 54:21

emergent

46:25 51:23

employs

12:14

end 16:18 17:14 18:23 20:15 22:20 73:16

ended 23:21

enormous

38:14

ensure 58:20

enter 45:1 49:1

entitled

36:24 76:16,18, 19 78:1

entity 33:9

envision

65:24

erroneous

35:2 38:7 41:2 42:7, 13,15 43:13 71:18,22

erroneously

77:4

essentially

25:15 30:4

established

35:3 43:14

et al 3:12

eve 13:11 41:19

event 26:16 40:9 55:5

events 78:11

everyone's

78:13 79:12

evidence

42:21,23 43:1,3,5 63:25 64:3,5 66:16 68:1 70:15,20 71:20 73:8 76:4,9

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: disrespectfully..evidence




exact 43:24 57:20

excuse 52:6 57:3

exempts 37:3

exercise

45:23 73:22

exhaust 64:9

Exhibit 24:5 62:24

exhibits

8:23

exigent

14:25 27:13 29:17 32:6 41:5 42:18 56:9,15,21 57:1,12,15 60:1 62:7, 15 66:18 67:20 77:12

expect 64:2

expected

71:3

expedited

78:21

experience

39:17 61:5 69:8

experienced

77:5

expert 69:5

expertise

11:12 69:12,14

explain

24:19 31:5,6 71:25

explained

44:12 74:17

express

55:11,12, 24 56:19

expressed

23:16 55:17

expressly

34:8

extent 16:22 44:7 46:16 79:10

extraordinary

60:8 74:2, 12

extreme

51:23

extremely

26:20

eye 11:5

F

fact 13:25

14:11 21:12 24:1 26:2,25 27:3,14 29:25 35:6 40:7,13 41:24 61:18 67:20 78:8

factor 38:12

factors

30:17 32:12,15, 19 38:6 60:7

facts 15:4 27:9,11 30:22 35:4,11 43:12,13 47:16,17 77:3

factual

70:12

failed 67:13 68:2

faint 4:14

fair 35:10 73:19

fairly 36:1 61:21

faith 74:4

falls 37:2

false 28:18

fascinating

66:3

faster 14:9, 11 28:11

faulting

72:18

feasible

79:10,11

February

26:8 29:19

federal

36:11

fee 12:24, 25

feed 11:15, 16,20 24:9

feedback

11:1,10,23

feel 11:5

figure 9:18 40:6

file 51:12 61:6

filed 8:23 12:8 30:15 36:20 64:25

files 25:17, 20

filing 64:22

final 41:16 42:12 45:18,22

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: exact..final




46:2 47:3 61:10,16, 19 62:17, 20 63:3,16 77:21

Finally

44:18

financial

6:8 38:10 44:3

find 66:3

finding 57:9 62:21 68:1

findings

78:7,8

fine 10:20 12:5 52:9 68:10 77:23

fined 26:17

fingers 54:2

fish 39:1

fishing 39:3

fit 50:18

five-minute

53:25

fix 11:17

fixing 31:16

folks 19:15 66:22

follow 23:10 36:12

44:20 50:2 57:18

foregoing

57:9

forgive 53:8

formal 64:3 66:9,11

forward

31:13 51:24

found 22:21 25:16 40:3,13 41:4 55:21 76:6

frames 49:14

frankly

64:10 67:3 76:6

fraud 14:2, 15 15:10 19:13 20:6 22:14 25:24 29:21,22 31:19 42:1 44:16 68:7,9 69:22 70:2 72:6 74:13

frauds 21:21

freeze 16:21

Friday 23:25

front 53:4 65:25 76:13

front-loading

71:25

froze 29:3

fruition

12:20

full 29:11 46:6 47:2 58:3

funds 16:23 40:16,20

futile 63:25 76:8

G

gambling

38:21

game 31:16

gaming

12:14,19, 21 13:6 17:2 55:18,22 56:1,6,18, 22 66:5 68:11 69:6,17,24 70:17 71:24 73:14,24

gateway 17:1

gave 25:9

general 6:5, 6,7 8:1 13:22 23:5,9,14, 22 24:13 46:5 61:11 62:25 63:12

General's

6:2 8:2,8 13:18 33:10 36:21

generally

36:15

gentlemen

7:22

geographic

19:15

geolocated

16:5

geolocation

17:12 19:8

give 9:12 31:22 32:4 63:6 68:24 77:7,8

giving 51:11

Global

16:18,21

goal 55:11

Goldin 4:11 5:6

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: Finally..Goldin




good 3:5 4:7 5:23 6:3 8:10 39:17 42:1 52:11

Google 39:18

government's

38:9

grant 50:6 74:2 76:11

granted

50:2,3 51:21

granting

74:7

great 8:15 68:6 75:22 77:6

gross 73:19

group 11:14

guaranteed

73:12

guess 10:11 42:8 46:11 49:20

H

half 28:15 53:24

hand 53:7

handy 7:15

happen 36:19

happened

13:10 14:2,16 16:8 20:20 27:2,14 39:13 40:7 65:16 70:5 72:16 76:20

happening

10:11 19:13 21:13

happy 6:21 8:11 33:11 40:22 44:15 45:14 51:21 52:4 78:22

hard 47:9 67:1 74:14

harm 32:16, 18 38:15, 19 40:11 43:22,25 44:8,10 67:4 72:22 73:10,11, 22 74:16

head 4:21

health 53:12 54:22

hear 4:15, 18 5:1

6:11 9:6 10:15 12:1,2 22:10 23:14 34:8 45:24 50:10 51:9 52:4,7,9, 10 54:9 61:14 64:1,15 69:8 72:4 75:13,14, 15,16,17, 19

heard 13:10 25:2 27:17 30:13 32:5 34:15 36:16 59:19,22 67:18,22 75:1,11 76:8 77:19 78:14

hearing 3:8, 14,24 4:22 6:16,22,25 7:3,7 8:17,22,24 10:17 13:20 14:1 22:19 27:6 29:7 30:12 33:18 34:3,5,10, 21,23

35:10,19 36:24 37:3,16, 21,25 38:2,11 41:6,10,14 46:1,4 47:6,10 48:9 49:4, 13,17,18 50:4 51:11 56:10 57:13,18 58:10,12, 15 59:12, 19,24,25 60:4,20,23 61:1,3 62:4 63:20 64:4 66:11 67:22 71:10 76:3,13, 16,18,20, 22 77:2, 18,21,23 78:6,21

hearings

10:9 47:22 48:23 79:4,9

Heather 3:21

held 59:19

helped 67:3

helpful

52:13

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: good..helpful




hindsight

32:1

hired 69:19

Hodges 4:10 5:6 12:10 21:12 24:4,7 34:16

Hodges'

14:10 28:6

hold 53:4

homes 40:13

hone 67:11

honest 31:11

Honor 4:7, 17,24 5:1, 9,22 6:3 7:9,12,25 8:7 9:2,3, 12,24,25 10:6,21,22 11:23 12:7,12 13:17 14:12 15:4,23 16:19 17:10,25 18:4,7,20, 25 19:8, 11,18 20:4,12, 17,18 21:8,25 22:21

23:20 24:4,13, 16,23 25:4 26:1,8,19 27:3,22 28:2,13,23 29:1,9,12 30:14,16, 24 31:2,9, 12 32:1,4, 7,13,14, 20,24 33:15,21 34:3,8,12, 23 35:12, 20,21 36:11 37:11 38:1,14, 17,20,23, 25 39:2,15 41:8,12,18 42:8,11,25 43:8,20,22 44:6,7,19, 25 45:13, 25 46:9, 11,21 47:4,5 48:10,17, 25 49:11, 19,24 50:1,12,17 51:3,5,17 54:14 56:5 57:6,21 61:20 75:18,25

76:3,10,14 77:21 78:20

hope 6:18

hour 14:17 16:9 18:13 19:22 24:2 53:24

hour's 34:18

hours 14:16 21:16

hunches 36:9

hundreds

25:23 28:17 29:4 35:5 43:18

I

idea 30:9

identified

5:24 7:23 19:1,17 26:10

identify 4:2 7:24 19:10

imaginary

77:12

immediately

16:15 21:14,18 22:15 23:11 26:13 29:23 32:3

42:5 44:16 45:3 49:3 58:24 59:2 72:11 77:19

impact 32:18 44:18 50:25

impending

44:2

implement

18:5,21 21:14

implemented

14:20 26:13 28:8 44:12

implementing

14:12

implications

63:2

important

15:9

importantly

34:22

improper

31:16

improve

6:15,18 8:14 9:10

improves

11:22

in-person

79:4

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: hindsight..in-person




Inaudible

3:4

incidence

28:18

incident

14:4,19 20:7,20 22:3 26:1 27:4,6 28:3,20 29:19 31:21 43:15 67:17 72:8

incidents

17:25 20:3 21:17 28:4 29:1 43:17 72:9

inclined

49:1

included

21:1 65:13

including

24:10 60:23

incorrectly

57:19

increase

4:13,20 9:10

indefinite

30:7

indefinitely

46:13

independently

59:9

indicia

60:25

individual

36:13

individuals

26:4

ineffective

29:25

informally

65:21

information

18:3 24:19 28:5 39:9, 11 42:7 43:9 59:14,16

inherent

34:12,23 35:9

inherently

67:15

initially

7:4 47:15 49:7

injunction

3:10 8:19 12:11 32:17 45:1 48:6,15 49:1 50:2, 3,6,9

51:21 52:18 53:11 61:23 65:23 66:14 76:12,13 78:6

injunctive

67:9

injure 74:3

injury 44:4

inoperable

39:22

inquiry 37:8

insinuated

27:11

instance

67:2 69:4

instances

74:13

instruct

45:7 48:16

instructed

16:21

integrity

55:12 69:21 73:24

intend 47:24

intent 55:1

interest

32:19

33:19,20, 24 36:14, 18 38:6,9, 13,15 40:24 44:18 52:20 53:12 54:22,25 55:14 66:23 67:20 73:23 74:3

interesting

65:3 66:4

interim

66:15 70:4

internal

13:21 14:1,7 30:6 41:25 42:3 44:11 56:24 68:4 69:2 71:2

internet

39:4,5

interrupt

6:23 9:7 30:21

interrupting

60:11

introduce

6:5

introduced

5:5

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: Inaudible..introduced




investigation

18:18 56:24 57:14,18, 23 58:6,20 70:10

investigations

56:11

investigator

23:5 25:16 31:21 35:3 46:12 57:24 69:6,18 70:3,17 71:24 72:13

investigator's

77:5

investigators

22:5

involved

12:24 26:1,23 28:16 69:12

involves

25:22

irony 13:25

irreparable

32:16 38:14,19 40:11 43:21,25 44:4 74:16

irreparably

40:24

isolated

67:17

issue 10:9 27:9 33:5 35:6 46:24,25 63:19 72:17

issued 32:17 68:16,17

issues 79:13

J

J.P. 6:6 7:25

jacket 9:15

Jacks 5:17

James 6:5

job 67:2 70:17

joined 4:9, 10

Jonathan 6:7 8:7

Judge 13:8 40:25 41:3

judgment

70:14

judicial

45:16

64:11 66:6 79:6

Julie 3:20

jurisdiction

45:24 62:19 64:11

justified

42:18

K

key 28:9

kicks 60:2

kind 42:9 53:3 58:9, 25 64:7 71:24

L

lack 27:3 42:7

lacking 71:5

laid 29:22

language

57:20 70:8

large 67:5

largest

13:12 40:8 55:5

late 14:16 15:13 19:4,13

21:13

launch 68:11

launched

70:6

launching

69:16

laundering

70:2

law 33:3,6, 21,25 66:3 78:9

lawful 55:17

lawyer 21:5

lay 15:7

lays 24:7

lead 66:17

lean 11:5, 25

leaning

10:19 11:7

learn 65:3 66:5

learning

61:4 65:2 77:14,15

left 40:12

legal 13:6 30:22 32:11 68:23

legitimate

18:18

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: investigation..legitimate




71:22

legs 54:1

letter 62:25 63:11,13 71:4

letting 59:6

level 71:17 72:5

liability

67:4

license

12:22,25 13:8 15:2 22:13,23 23:12,17 33:9,17,23 34:3 36:14 39:22,23 41:11 42:4 44:9 45:3, 9 46:13 47:11 48:1,16 49:2 56:3, 8,21,23 57:9 58:21 68:17 70:7,9 71:11 73:13 77:20 78:1

licensee

55:25 58:9 60:16,18 61:6 70:20 72:14

licensees

59:9 73:21

licenses

77:10

licensing

58:23

lift 63:8 64:7 74:18

lifted 63:15 79:4

lightly

73:20

likelihood

32:14,15, 16,22,23 43:20 48:20 67:7 71:14

limit 19:20

Lindsay 6:4 52:15

lines 24:15 31:17 41:22 72:12

link 35:17

listen 35:25

listening

24:15,17

Literally

77:16

live 8:25 13:4 24:16

27:25 49:11 68:15

LLC 3:11

locally

12:13

located

17:11

location

57:7

logs 15:20

long 54:14 59:5

looked 17:15 18:16 26:13 36:21 39:4

lose 51:1

losing 47:14 53:16

loss 44:2 51:2

lot 35:3 36:22 68:5

lottery 3:12 5:25 6:9 45:3 52:16 55:8 56:12,16 63:1,6 65:4 66:25 72:13 74:4

loud 6:12

love 66:2

lucrative

73:16

lures 39:3, 16

M

made 15:15 17:14,24 20:11 23:2,4,18 25:25 28:14 29:5,13 34:25 37:22 42:6 46:19 47:18 51:6 59:11 60:5 61:2 62:4 69:1 76:1

Madness

13:11 39:21 40:19 41:20 55:4

magnitude

25:22 35:4

maintaining

55:11 68:4

majority

12:16 14:15

make 3:25 4:15 5:24

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: legs..make




6:11,24 9:22 14:11 16:13 19:2,19 21:6 23:1 39:24 40:19 43:2 52:2 58:2 61:10 63:7 70:18 72:14 74:25 78:7

makes 46:10

males 7:13

Malloy 5:10, 14

mandate

22:23 51:6

manner 58:3 62:3

March 13:9, 11 14:3 15:13,14 17:6 18:1, 21 19:11 20:4,6,16, 19,21 22:3,17 28:3,19 31:4 34:9 37:12 39:21 40:19 41:20 55:4 63:13 71:4

masks 3:23

master's

79:7

match 72:2

material

42:21

Mathews 38:3

matter 45:24 56:14 62:6,15

Matthew 7:20

Mccutcheon

24:14,22 27:24 46:5

means 27:5 68:21 69:12

measures

24:12 28:7 44:13,14

mechanism

61:22 66:6

media 7:2,7, 14,16

meeting

23:24 24:2,18 25:4,5,15 26:19 30:8 34:9 35:17 36:3,4,8 37:12,21 46:14 62:13

76:24

member 52:16 56:19

members

25:1,7,12 35:13 46:4 64:4

members'

36:9

memorandum

35:21 78:15

mention 28:8

mentioned

8:4 26:19 28:2 51:13

meritorious

51:20

merits

32:15,23 48:5,20 67:8 71:15

met 58:21 60:18 63:8

microphone

4:14 6:17 7:17 9:7, 14,25 10:7 11:20 53:4

microphones

6:14 9:15

Miller 5:10, 11,13

mind 43:4

minimum 68:4 69:2 71:2

minute 4:24 10:1 18:2 21:3

minutes

9:17,21 16:9 18:15

miscommunication 59:1

misleading

26:20

misled 29:5

mistake 21:5

modify 61:25

moment 53:6, 19,21 54:17

money 70:1 71:25

monitoring

14:13,20, 21 18:8 20:2 21:15,22 24:10 28:9 29:24 68:13

monthly

73:18

months 27:14 29:20

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: makes..months




70:19

morning

13:18 14:4,17 15:19 16:11 17:6 20:8,9,14, 21 21:19, 20 23:15

motion 3:10 8:18,20 12:8,10 29:15 30:16 52:18 54:21 58:12,16 63:5 74:8, 21 75:8

motivation

73:2

move 33:13 51:24 53:8

moved 30:15

moving 53:1

multiple

16:1 72:1

mute 6:17 7:17 9:6

muted 6:14 11:16 24:16 52:12

N

names 7:15 22:6 72:2

Nashville

4:8

nature 16:3 34:23

NCAA 55:3

necessarily

32:21 36:6 62:6,21

necessity

61:17

needed 18:18 39:2 74:13

Nick 4:11

night 14:16 15:13,14 19:4,14 21:13 23:7

nodding 4:21

nominal

50:13,16

note 53:23

noted 15:21

notice 13:9 22:20 27:17 30:13 34:18,20 36:16 56:9,23

57:13,16 62:11 66:10 67:22 71:8 78:4

noticed

20:13

Notwithstanding 57:8

November

13:5 38:22 68:14

number 15:15 17:22 21:2 33:10 68:24,25

numbers

27:23,25 28:23

O

oath 26:24

oaths 60:25

object 61:21

objection

7:5,12

objections

7:6,8,11

obligation

69:20 70:22

obligations

58:22 59:8

observe 72:5

observed

61:15

obvious

61:21 76:2 77:25

occur 60:22, 23

occurred

20:23 27:4 56:14

occurring

57:22

October 13:3

office 3:17 6:2 8:2,9 13:18 33:10 36:21

officer's

56:13

one-on-one

72:14

one-sided

27:11

one-sidedly

77:4

ongoing

57:22 58:6,24

online

12:14,19 13:6 38:21

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: morning..online




69:16,23 71:24 73:14,24

open 3:2 72:12

opened 25:19

opens 69:24

operate

12:18 23:12 47:12,13 49:17 66:15 73:14,21 79:5

operated

40:2

operates

12:18

operating

21:23 45:8 49:16

operation

74:19

operator

26:2,3

operator's

26:4

operators

38:23

opinion

34:24 65:9 67:12

opportunity

13:10 23:13 27:16,17 29:6 30:13 34:11,15 35:8 36:16 59:23 67:18 71:9 77:3,19

order 8:21 33:1 39:12 49:4 62:5 78:15

outlets 7:3, 16

outlined

61:13

outlines

60:22

outweighs

44:10 53:14 54:24

overarching

13:16,21

overnight

21:13 29:23

oversight

59:6 74:5

owned 12:13, 16

P

p.m. 3:1 54:7 79:15

paid 73:18

papers 13:17 15:5 25:10 33:12,21, 23 34:13 36:20,23 50:7 51:19

paragraph

28:23

Parratt

36:25 37:8,23 60:2

part 3:7, 10,19,20 12:23 16:15 17:10 27:12 67:1

participate

24:18 29:7 37:14 41:7,24

participating

3:8 4:6

parties

34:25 44:8 67:3

party 56:11

pass 22:8

passage

12:21

path 49:22 50:1

patience

79:12

pause 9:20, 21 10:5 53:6,20

payment

16:16,21 18:6

Payments

16:19

Paysafe

16:25 17:4 18:5,10, 16,21 19:18 24:12

pecuniary

54:25 67:5

pendency

50:4

pending

56:10 57:13 70:9

people 12:15 29:13 39:10 41:21 55:10 77:8

perfect

62:10

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: open..perfect




Performance

44:1

period 40:14

permanent

76:13

person 11:25 36:17

personally

51:3

petitioner

62:3 63:23 67:24

phone 10:14 11:8,9,21, 24

phonetic

42:23

physically

40:2

place 21:24 22:2 40:3 57:1 66:14 68:12,14 69:2 74:14

plaintiff

4:5 54:25 57:23 58:1,15,18 62:3 67:25 71:5,17 73:17 74:11

plaintiff's

8:18

plaintiffs

63:23 70:15

plan 79:6,8

platform

12:14 17:1,2 26:4,5 38:21 39:25 45:6 68:11

played 61:9

player 72:2

players 55:2 71:23

pleasure

66:2

point 17:7 20:12 22:2 58:8,9,11 68:24,25

pointed

41:12

points 76:1

policies

44:21

policy 57:3

political

65:6

politics

65:6

poll 78:17

pose 67:16

position

24:20 32:2 37:9,25 45:21,25 46:18 47:22 48:2 50:12,19 52:5 58:5 61:14,19 64:14,25 76:6,10

postdeprivation 71:10

posted 51:2 79:6

posture 46:9 47:7

potential

40:12 67:4

potentially

14:3 26:22 63:24

predeprivation

33:17 34:2 36:24 37:3,10, 15,25 38:2 41:6,10 59:25 67:22 76:20

predominant

17:13

predominantly

12:16 22:7

preference

79:8

prejudicial

26:20

preliminary

78:8

premature

48:24

premised

48:19

preparation

64:22

prerequisite

32:21

prescription

65:12

present 4:4 27:20 33:11 47:17 77:3

presentation

52:13

presented

27:10 34:25 43:6,7 64:3,5 66:16 77:4

preserve

69:20 73:24

president

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: Performance..president




4:9 5:5 52:17 64:2

Pretend 12:5

pretty 13:19 16:6

prevail 33:1

prevent

73:22

prevented

72:10

prior 20:23 56:9,23 57:12,16

priority

19:24

private

33:8,9 38:6,13,15 40:23 50:23,24

privilege

73:14,18

problem 9:19 10:3 11:18 52:25 67:16

problems

59:7 70:19

procedural

21:11 36:15 61:12

procedure

10:20 38:8 62:22 64:22

procedures

23:11 36:12 44:21 67:15 70:1

proceed 3:13 4:4 5:3 8:18,22 9:1 11:2 32:11 52:5 54:15,18 61:16

proceeding

61:12 62:7

proceedings

3:1 10:5 64:16,19 65:16 66:8 79:15

process

12:23,24 19:23 27:3 28:10 32:25 33:16,20, 25 36:15 37:10 41:3,8 42:6 47:17 48:1,9 49:8 61:8 62:9,11 65:25

67:14,20 77:8,15,25

processes

70:1

processors

17:1

production

60:24

profession

76:23

promulgated

55:19

promulgating

65:9

prong 33:13, 16 41:1 43:20

proof 71:11, 17 72:23 73:8

proper 48:1

properly

55:19

property

33:19,20, 24 34:1 36:13,17 44:23

prosecution

56:10 57:13,18

prospective

67:9

protect

55:13

protected

33:24 44:23

protecting

50:21 69:22

protection

55:1

protocols

3:23

prove 71:17

provide

24:19 27:8,24 30:5 35:24 36:16 37:9,25 43:9 46:21 58:18 71:6 74:5

provided

14:9 18:1, 2 21:2 22:3,5 27:23 28:3 35:16 37:15 51:18 62:16

provision

56:1,6

provisions

60:17

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: Pretend..provisions




proximity

16:6 19:15

public 23:24 32:19 44:18,19, 22 52:19 53:12 54:22 55:13 66:20,23 67:5 73:10,23 74:3

publicly

26:2

pull 65:22

pulled

15:19,23

purported

59:24,25

purportedly

34:4

purpose

66:20

purposely

46:22

pursuant

56:8,19,23 59:7 62:12 63:20

push 27:7

put 13:15 24:3 25:6 30:7

34:18,19 35:11 39:11 49:3 59:9,15 65:14 67:25 70:15

Q

qualify 59:1

quality 8:14

quantifiable

74:15

quasi 65:5,6

question 9:8 35:2 48:11,19 60:10 67:10 74:24 75:1 76:17 77:17

questions

23:18 45:11,14 74:10 78:18

quick 13:19 51:10 78:13

quicker

44:15

quickly 25:6 51:25 60:3

69:13 75:25 78:10,14, 16

quote 26:21 29:11 46:14 55:4,13 61:10

R

rails 47:8

raised 27:9 33:12 66:21

random 37:4

ratified

46:18

ratify

29:11,16 37:19 46:15

rational

43:4

reach 17:3,4 48:4

reached 26:9

reactivate

48:16

read 13:19 15:5,7 56:20 62:18

reading 6:20 57:19

ready 4:4 8:18 32:11 54:15

real 54:25 66:19 71:22

realize

67:24

reason 11:11 27:13 41:10 49:6 69:3 76:11

reasons

31:10 74:6

rebuttal

51:9,23 75:12

receive

25:14

received

13:17 22:12,16 23:25 24:21 25:9,17 30:25 35:14 46:11 57:25

receiving

8:25

recently

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: proximity..recently




47:5

recess 53:25 54:3,6,7

recognize

8:4 49:23

reconsideration 47:7

record 25:11 43:2 44:10 53:14 54:24 59:17 62:14,24 64:16,17, 23 65:12, 13,19 66:8 67:23,25 71:19 72:24 73:9 76:2,4

recorded

3:15 25:5

recording

3:16 35:17

records

28:16

reference

25:25 26:21 29:17 38:18

references

27:1

referred

18:5 36:5

refuse 56:2

refused 34:8

register

16:20

registration

57:9

regs 13:1 22:22 31:14 34:7 68:22

regulations

45:21 47:8 49:5 55:19 59:7 61:6, 13 62:23 68:3 70:25

reinstate

23:12 45:3 48:15

reinstated

23:17 42:5 45:9 49:2 71:12 77:20 78:1

reinstating

47:25

reiterate

5:4

reiterating

22:18

related

20:15

relative

32:18 44:8

relevant

43:3

relief 48:8 60:9 67:9, 11 74:2

relieve

72:22

rely 37:23

remaining

74:23

remand

47:21,23 48:9 49:5, 25 63:22 76:8 77:22

remanded

49:12

remanding

48:1,22

remedial

28:7

remediated

27:19 35:7

remedies

45:15 48:23 64:9

remotely

79:9

remove 40:20 71:7

removed

67:21

renew 56:3

60:16

repairable

74:15

repeat 54:19

replenish

39:16

replete

71:20

report 15:24 16:3 26:11 44:15 58:25 72:7

reported

20:9 31:7 57:25 59:2 72:10

reporter

4:16,20 6:21 52:10,22 54:16

reporters

7:15

reporting

31:15 73:3

reports

15:20,24 19:9 22:4 28:3,18 31:11,22 43:15

represent

9:3

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: recess..represent




represented

36:2 43:19

representing

6:8

request

23:11 59:12 60:5,6,8, 19 62:4

requested

3:16 19:19 24:25 25:1 48:8 59:18

requesting

63:14

requests 7:2

require

62:9,10,21

required

38:3 45:5, 20 49:4 50:8,16 58:19

requirement

67:21

requires

36:15 45:1,2,18 62:20

requiring

44:20

respect

21:25

respectfully

31:14 34:17

respects

55:9

respond 25:3 68:25

responding

63:13

response

27:8 43:10 51:15,17 52:5 68:9 75:1 78:13

responses

51:13

reverse

42:12 48:5 61:25

reversing

48:20

review 25:13 28:15 35:18 43:2 45:16 47:20 51:14 57:25 61:22 64:11,21, 23 65:1 66:6

reviewed

25:18,20, 21 35:13

revoke 56:2 60:16

rights 44:23 50:24 58:14

risk 38:7 41:2

roll 4:1

room 5:19, 21

ruin 44:3

rule 18:6 30:17 50:9 56:1,25 60:17,21

rule-making

75:5

rules 49:5 56:8 57:4 59:7 60:13 62:16 63:21 65:9 72:15

running 49:3

S

safety 53:12 54:22

sake 77:6

Sarah 5:10, 11,13

Saturday

41:21

scattered

25:7

scenario

62:15

scheme 55:18

screen 5:19, 22 6:20 7:23 8:5

secret 66:24

section 33:1 55:23 56:7 62:18

sections

35:22

security

16:2 24:9

seeking 67:9

sense 38:20

sensitivities

51:12

sentence

20:15,19, 21

separate

58:22

service 40:7

session 54:8

set 19:6 21:8 39:8, 12 41:20 49:14 50:17 51:10

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: represented..set




61:24 76:12

sets 70:25

setting 8:22

setup 10:8

shape 52:11

shared 28:12

Shirley 6:7 8:7,8

short 78:4

show 28:19 30:17 33:2 70:23

shown 11:17 44:11

shows 43:17

shut 15:2 17:24 40:1 45:6

side 4:15 27:8 35:1

sides 7:6 35:16 78:4

sigh 39:10

significance

68:23

significant

40:9

similar

17:12,16

simply 27:15 37:23

49:13

Sims 5:9

single 16:1 19:21 55:5

Sisco 6:3,4, 10 7:11,12 11:13 52:4,6,14, 15,21,22 53:7,16, 18,22 54:11,13, 19 57:3,6, 20 58:3,7, 11 59:13, 21 60:6,12 61:20 62:2 63:18 65:2 66:2 68:19 69:5 72:22 73:1,6 74:21 75:3,4 78:23,24

Sisco's

52:12

sit 77:10

sitting 4:3 9:16

situation

51:4,24 57:22

Sixth 37:1,7 44:1

Slightly

4:19

slow 46:23

smart 11:21

software

16:4 19:9

sole 70:22

sort 14:23 15:6 16:25 21:11 36:8 47:6 64:20

sound 4:25 8:14

sounded

36:10 45:12

speak 17:5 24:24 25:3 27:21

speaker 6:17

speaking

36:5,7 53:2

special 23:3 46:14 62:12 76:24

specific

48:8 56:6

specifically

22:4 63:14

speed 61:5

spelled

62:22

spelling

63:2

Spencer 3:2, 20 54:3

spent 68:5

spoken 72:10

sports

12:13,14, 21 17:2 22:25 38:21 40:8 55:5,12,22 56:1,6,18 57:11 60:3,14 69:6 70:17 76:24

spring 25:8

staff 3:21 15:18 20:9 63:6 64:6 74:17

stage 48:7

stand 33:15 54:1 77:18

standards

65:24

Starling

42:23

start 15:4 32:22 69:14

started 11:3 25:15

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: sets..started




38:22 39:2

starting

40:5

state 13:7 33:3,6 36:12,16 37:4,9 44:20 52:4 53:10 59:10 65:7 67:14 68:16,17 73:15,17, 20

State's

51:10,15 54:10 58:4 61:14,18 62:25 64:25

stated 8:21 25:17 30:8 50:8

statement

46:17 70:16

states 12:18 13:13 55:6

statute

41:17 66:22 68:3,22 69:24 70:21 71:15 73:13

statutes

22:22 34:7

statutorily

55:9

statutory

55:11,13, 15,18,24 58:22 59:8 66:20 69:20 73:22 75:4

stay 9:20 53:9

steady 53:4

Steele 4:8

step 60:14, 16,18,20

steps 14:10 24:8 61:12,15, 18

story 35:1 66:25

strange

71:16

stretch 54:1

strict 69:10

strong 79:8

structure

65:4

struggled

75:23

stuff 19:13 21:13

subject

45:23

submissions

25:9

submit 52:17 65:20

submits

53:10 66:13

submitted

21:9 25:13 34:16 35:13

subpoenaing

60:24

Subsection

55:23 57:5,6

substantial

42:21,23 43:1

substitute

63:16 67:12 70:14

succes 32:15 67:8

success

32:23 48:20 54:11 66:25

71:14

successful

44:14

suffered

40:23

suffering

43:21

sufficient

30:6 34:20

suggested

26:22

suggesting

51:15

suitability

57:10 70:23

Super 26:5 27:5

supplement

20:1

support

12:10 43:4

supported

43:3 71:20 75:6

supporting

42:21

supports

64:12

suppose

46:20 59:14

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: starting..suppose




supposed

41:5 49:9

supposedly

42:18

Supreme 38:4 42:24 79:3

suspend 15:2 22:23 33:9 44:9 49:19 56:2,22 58:17 60:15 63:5 70:9 77:10,11

suspended

13:9 14:18 16:7,10,12 17:18 19:6,16 20:10,24 21:6 22:15 33:17 34:4 39:22,23 40:1,14 41:11 57:10,15

suspenders

18:7 20:1 24:11

suspending

22:13 46:13

suspension

13:14 20:23 22:19

23:10 29:12 30:4 37:18,20 42:19 56:20 63:4,9,15 64:7 68:8 71:7 74:18 79:4

suspicious

15:22 17:10,13 19:3 31:4, 7

sworn 43:16

system 18:24 49:3 69:21 73:14,25

systems 45:8

T

table 9:16

tackle 39:3

takes 18:22

taking 10:3 50:23

talk 14:24 21:2,10 38:17,19 44:6 57:23 67:7 69:9

talked 18:17 34:4 41:4

talker 53:8

talking 11:7 12:6 25:16 41:1 43:18 68:5

talks 44:2

tasked 65:8 74:6

tax 73:18

Taylor 36:25

TBI 22:8 31:20,23

technical

69:8

technological

11:11

technology

10:12 75:21 79:13

TEL 16:20 18:1 22:4, 22 23:5 24:14,20 26:2,16 32:2 34:25 39:24 44:10,17 45:2,5 46:12 50:15,20 64:6 77:7, 9

telephone

23:15

tells 71:4

temporarily

56:22 57:10 58:17 63:5

temporary

3:9 8:19 12:10 32:17 45:1 48:6,15 49:1 50:3, 6,9 52:18 53:11 63:4,14 64:7 65:23 68:7 71:7 74:18 76:11 78:6

tender 20:13

Tennessean

12:16

Tennessee

3:11 5:5, 25 6:9 8:1,21 12:15,17, 19 13:7 16:6 38:22 42:10,24 45:2 52:15,17 54:20 55:7,22 56:12,16 63:1 65:4

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: supposed..Tennessee




79:3

tens 25:23 28:16

term 70:24

terms 12:19 63:11 68:3

terrible

10:25

testimony

8:25 43:16

theme 13:16, 21

theory

29:19,21

thing 13:15 14:24 15:19 20:12 23:22 28:13 35:18

things 11:22 15:8 19:25 24:3 31:16,18 39:3 47:19 68:6 69:17,23 70:18

thought 70:5

thoughts

50:11 74:25

thousands

25:23 28:17 29:4 35:5 43:18

threat 52:19 53:12 54:22 66:19 71:22

time 6:22 18:22 30:10 36:22 39:15 49:14 51:11,16 58:17 68:5 69:15 76:14

timeline

30:7 34:17 59:15

times 36:1 70:23

timing 14:24 78:11

Tina 4:10 5:6 12:9

tip 41:21

today 6:21 7:1,7 10:10 51:20 77:6 78:5 79:10

today's 3:8,

14 7:3 35:19

told 14:19 17:7 23:17 24:24 32:6 39:24 40:17 70:5

total 28:19 29:1 38:23

totaled 21:1

totally 72:9

tournament

55:4 78:12

tournaments

39:2

training

26:10 72:14

transaction

18:19

transactions

17:17

transcribed

65:15

transcript

25:5 65:15

transparent

47:24

traveling

29:18,20

trial 3:16

true 20:23 66:21

truthful

68:12

truthfully

77:17

turn 7:17, 19 8:12,14 11:20 45:7 78:15

turnaround

13:19

two-month-old

27:5 35:6

type 15:21 43:24 76:4

typed 39:9

U

UAPA 65:8, 11

ultimate

67:10

ultimately

67:5

unauthorized

37:4

unconstitutional 67:15

underlying

48:5

understand

7:4 13:20 15:9 19:24 37:2 49:23

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: tens..understand




58:4 64:14 69:10 77:11

understanding

32:2 52:2

understood

22:14 48:10

undertake

78:9

undertaken

64:24

undisputed

14:7 37:17

unfair 27:20

unilaterally

15:1

United 13:13 55:6

unlawful

23:10 29:11,12 37:17 46:19 47:15

unlawfully

15:2 34:5

Unlimited

44:1

unsubstantiated 28:14

unsuspected

71:23

untrue 28:18

upcoming

78:11

update 10:17

Urban 6:6 7:25 8:3

V

vague 26:21 27:1

vaguely 27:9

valid 37:20

velocity

18:6

vendor

16:18,24

vendors

16:16,19 39:24 45:4,5 48:16 49:2

venture

73:16

verified

12:9 24:23 28:24 30:15 35:11 43:14,16 51:19

versus 3:11 36:25 38:3

video 7:18,

19 11:15, 17 36:7

view 31:19 73:8

viewed 63:15

violated

55:25 68:2

violation

77:25

violations

14:22

voice 11:25 12:4

voices 36:10

volume 4:13 9:5,11

vote 63:4

voted 29:10, 11 30:3 37:19 46:6,14 47:2

W

wager 20:10 39:20 40:3

wagering

13:12 15:16 16:14 22:25 23:1,3 31:15,18

40:8 41:21,23 55:5,12 57:11 60:4,14 76:24

wagers 17:20 40:19

waived

58:13,14 62:11

waiving

58:14

walk 46:23

wanted 6:5 21:5 39:7, 20 40:18 52:2 53:5 74:25

Waters 7:20

wave 6:23

waving 52:24

weak 9:6

wearing 3:23

website

39:21 79:7

Wednesday

41:19

week 41:20, 22

weekend

78:12

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: understanding..weekend




weighs 74:7

welfare

53:13 54:23

withdraw

40:16

withdrawal

16:17 19:3 20:25 21:7

withdrawals

15:15,16 16:14,22 17:15,20, 22,24 19:5,7 20:22 22:1

withdrawn

16:23 29:2

witnesses

60:24

work 12:5 13:23 20:9 49:9 67:1 69:17

worked 42:3 79:12

works 75:22

writ 65:11

writing

46:20,22 49:21 59:22

written

30:25

41:13 45:19 46:2,17 47:10 62:21 63:17,19 64:20

Y

year 13:13 38:22 40:9 55:5

years 39:14

Z

Zoom 7:3 79:2

TENNESSEE ACTION 24/7, LLC vs SUSAN LANIGAN, ET AL.Hearing· ·on 03/24/2021 ·Index: weighs..Zoom


in the chancery court of the state of tennessee 20th

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