COUNTERCLAIM ALLEGING BREACH OF REPRESENTATIONS AND WARRANTIES; BREACH OF CONTRACT; AND SEEKING INDEMNIFICATION IN STOCK PURCHASE CASE

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1 COUNTERCLAIM ALLEGING BREACH OF REPRESENTATIONS AND WARRANTIES; BREACH OF CONTRACT; AND SEEKING INDEMNIFICATION IN STOCK PURCHASE CASE

2 Case Document 92 Filed 08/23/10 Page 1 of 9 IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF ALABAMA SOUTHERN DIVISION, INC.,, "Redacted" T, Plaintiffs, v.,, INC.,, INC., and,, P.C., CASE NO. Defendants., INC., Intervenor Plaintiff, v.,, Intervenor Defendants. AMENDED COUNTERCLAIM AGAINST Revocable Trust states its amended counterclaim against. ( as follows: 1. entered into a Stock Purchase Agreement dated April 5, 2007, with, among others, and (. assigned his interest in the Stock Purchase Agreement to the Revocable Trust (, for which he acts as trustee

3 Case Document 92 Filed 08/23/10 Page 2 of 9 2. The Stock Purchase Agreement was executed by s president,. The Stock Purchase Agreement is a lawful, valid, and binding contract. 3. Pursuant to the Stock Purchase Agreement, purchased a majority interest in. The purchase price was $60,000 a share, which has paid. 4. A condition precedent to the Stock Purchase Agreement was the release of from an unconditional guarantee of the repayment of over $9,000,000 owed by to its lender. agreed to use its best efforts to obtain a release of the guarantee and did so. In fact, loaned money that was used to satisfy indebtedness to the lender, thereby relieving of its guarantee obligation. This was a significant benefit to. Otherwise, would have had to continue to report the full amount of indebtedness that was guaranteed by as a liability on its books and likely would have had to pay all or some portion of the guaranteed indebtedness to the lender. knew that intended to loan funds to so that could be released from its guarantee obligation. 5. In 3 of the Stock Purchase Agreement, made numerous representations and warranties to in order to induce to enter into the Stock Purchase Agreement. representations and warranties generally concern the financial statements and inventory and equipment of and its subsidiary,. (. representations and warranties include, but are not limited to, the following: 3.3. Corporation s Assets. The Corporation and MAFCO each has good and marketable title to all of its property and assets, real and personal, that are material to its business, and the Corporation s and MAFCO s federal income tax, state income tax, unemployment compensation, real and personal ad valorem taxes, and all licenses, fees, and other payments required to be made, withheld or otherwise collected and accounted for are current and complete to the date of this Agreement... All real - 2 -

4 Case Document 92 Filed 08/23/10 Page 3 of 9 property and tangible personal property of the Corporation and MAFCO are in good operating condition and repair, ordinary wear and tear accepted Records. To the best of each Seller s knowledge, the respective books of accounting and the minute books of the Corporation and of MAFCO are complete and correct, and reflect all those transactions involving their business which properly should have been set forth in such books Financial Statements. To the best of each Seller s knowledge, Exhibit B attached to this Agreement contains a true and correct copy of the financial statements of the Corporation and of MAFCO Except as disclosed on Exhibit B, the Financial Statements present fairly and accurately the financial position, results of operation, and changes in financial position of the Corporation and MAFCO at the dates for the periods covered, in each case in conformity with general accepted and consistently applied accounting principles Inventories. All inventories owned by the Corporation and/or MAFCO ( Inventories consist of items of a quality and quantity useable and saleable in the ordinary course of business by the Corporation or MAFCO and are of the stated value on December 31, 2006, as that value is set forth in the Financial Statements of the Corporation or MAFCO for December 31, 2006, provided by Sellers to Purchaser in Exhibit B attached to this Agreement Other Tangible Personal Property. The equipment, furniture, fixtures, and other personal property described in Schedule 3.9 attached to this Agreement constitute all the items of tangible personal property owned by, in the possession of, or used by the Corporation or MAFCO in connection with the Corporation s or MAFCO s business, except Inventories, as of 12/31/06. Except as stated in Schedule 3.9 no personal property used by the Corporation or MAFCO in connection with its business is located any place other than in the possession of the Corporation or MAFCO Receivables. Schedule 3.19 attached to this Agreement contains a true and correct list of all accounts receivable and notes receivable of the Corporation and/or MAFCO as of 12/31/06. All listed accounts and notes receivable of the Corporation... are bona fide receivables, arose in the ordinary course of business by the Corporation, and require no further performance by the Corporation.... No material objection, claim, or offset has been made regarding the receivables and the - 3 -

5 Case Document 92 Filed 08/23/10 Page 4 of 9 receivables are current and collectible in the normal course of business within thirty (30 days from the day hereof without resort to litigation or the retention of collection services Full Disclosure. No representation, warranty or covenant made to Purchaser in this Agreement or any document, certificate, exhibit, or other information given or delivered to Purchaser prior to or pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit a material fact necessary to make the statements contained in this Agreement or the matters disclosed in the related documents, certificates, information, or exhibits not misleading. 6. Pursuant to 6.2 of the Stock Purchase Agreement, all of the foregoing representations and warranties survived the closing and remain in full force and effect in Bagley s favor. 7. The audited financial statements of for years ending December 31, 2004, 2005, and 2006 were attached to the Stock Purchase Agreement. They stated that as of year-end 2006, had Inventory with a value of $446,630, Accounts Receivable with a value of $1,802,198, and Furniture and Equipment before depreciation with a value of $9,932,036. They state further that the vast majority of the Furniture and Equipment consisted of mobile storage containers valued at $9,521,270 before depreciation. The financial statements attached to the Stock Purchase Agreement also state that [t]he storage units have an estimated residual value of 70% of their purchase price. 8. By virtue of its representations and warranties stated in the Stock Purchase Agreement, warranted not only that financial statements (including its balance sheet attached to the Stock Purchase Agreement were accurate but also that all of the mobile storage containers listed on Schedule 3.9 to the Stock Purchase Agreement (a existed, (b were in possession, (c were owned by, and (d had a value of almost $10 million dollars. In fact, both the number of mobile storage containers listed on Schedule 3.9 to the Stock Purchase Agreement and the value of the mobile storage containers - 4 -

6 Case Document 92 Filed 08/23/10 Page 5 of 9 which were included as Furniture and Equipment in financial statements were greatly overstated. Specifically, more than mobile storage containers representing a value of more than $3,000,000 were not in Agreement was executed and had never been in possession when the Stock Purchase possession. Moreover, the salvage value of the containers reflected on Schedule 3.9 greatly exceeded the true salvage value of the containers, and the containers did not have a residual value of 70% as stated in financial statements. 9. Schedule 3.9 to the Stock Purchase Agreement also listed five delivery trailers that were purportedly owned by owned by. Two of those delivery trailers were actually. and have been repossessed by a bank. 10. Schedule 3.19 to the Stock Purchase Agreement contained a list of accounts and notes receivable of and included an entry entitled N/R in the amount of $1,780, The value of Accounts Receivable as stated in the financial statements and on Schedule 3.19 to the Stock Purchase Agreement were greatly overstated. Specifically, the $1,780,711 note receivable from fide receivable, was not generated in the ordinary course of was not a bona business, and was not collectible within 30 days of the date the Stock Purchase Agreement was executed. 11. When the Stock Purchase Agreement was executed, unemployment taxes for the fourth quarter of 2006 and first quarter of 2007 had not been paid. As a result, later had to pay the taxes and is subject to penalties from taxing authorities. 12. The mobile storage containers serve as collateral for debt to Because the number and value of containers actually owned by is far less than had been represented to loan to, which was made in order to - 5 -

7 Case Document 92 Filed 08/23/10 Page 6 of 9 accommodate demand to be released as guarantor of debt, is undersecured. 13. The value of the inventory as stated in the financial statements attached to the Stock Purchase Agreement was also greatly overstated. 14. On information and belief, both before and after entering into the Stock Purchase Agreement with and, was engaged in a multi-million dollar check-kiting fraud using the bank accounts of, inter alia,,, and. ongoing check-kiting fraud was not disclosed to or before the Stock Purchase Agreement was executed. Information concerning check-kiting fraud would have been material to decision to enter into the Stock Purchase Agreement and to agree to the Agreement (defined in the Complaint, to decision to purchase stock in and, to loan money to and, and to enter into any business relationship or dealings with,, and. Had check-kiting fraud been disclosed to and would not have entered into the Stock Purchase Agreement or agreed to the Agreement, would not have purchased stock in or, would not have loaned money to or, and would not have entered into any business relationship or dealings with,, or Count One: Representations and Warranties 15. incorporates herein all of the foregoing allegations of its Counterclaim. 16. made numerous representations and warranties to induce to (1 enter into the Stock Purchase Agreement and (2 obtain a release of from its obligation to guarantee indebtedness

8 Case Document 92 Filed 08/23/10 Page 7 of The representations and warranties made by concerned facts, information, and documents that were material to decisions to purchase a majority interest in to loan over $9,000,000, to be secured by inventory of mobile storage containers, and generally to enter into business relationships and dealings with,, and 18. reasonably relied upon representations and warranties. 19. representations and warranties were false when made and omitted material facts necessary to make the statements contained in the Stock Purchase Agreement, and other disclosures made pursuant thereto and in connection therewith, including those made by not misleading. 20. innocently, negligently or recklessly made the false representations and warranties and/or omissions to. 21. As a result of its reliance upon representations and warranties, has been damaged. Count Two: Breach of the Stock Purchase Agreement 22. incorporates herein all of the foregoing allegations of its Counterclaim. 23. has performed all of its obligations under the Stock Purchase Agreement. 24. has breached the Stock Purchase Agreement. 25. is entitled to any and all compensatory damages flowing from breach of the Stock Purchase Agreement. Count Three: Indemnification 26. incorporates herein all of the foregoing allegations of its Counterclaim

9 Case Document 92 Filed 08/23/10 Page 8 of In 6 of the Stock Purchase Agreement, agreed to indemnify for all losses, damages, liabilities or expenses (including reasonable attorneys fees and expenses suffered by as a result of or arising from any of the following: 6.3.1: any breach of a representation and warranty made by any of the Sellers in this Agreement : any breach or default in the performance of any covenant or agreement made by any of the Sellers under (i this Agreement : any fraud, fraud in the inducement or misrepresentation by any of the Sellers as regards (i this Agreement. 28. The representations and warranties made to in the Stock Purchase Agreement have been breached. 29. has been fraudulently induced to buy a majority interest in and to loan money to 30. The majority interest in that purchased is worth significantly less than what paid, and loan to is undersecured. 31. is obligated to indemnify for the damages and losses it has suffered, together with those it will suffer in the future as a result of the breach of these representations and warranties. 32. has demanded that indemnify it for the losses and damages it has suffered, but has wrongfully refused demand

10 Jury Demand Plaintiffs demand a trial by jury as to all issues so triable. August 23, One of the Attorneys for Plaintiffs CERTIFICATE OF SERVICE I hereby certify that a copy of the above and foregoing has been electronically filed on this the 23rd day of August 2010 with the Clerk of the Court using the CM/ECF document filing system, which will send an electronic notice of filing to the following counsel of record: - 9 -

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