Filing # 81126986 E-Filed 11/21/2018 01:37:43 PM

IN THE CIRCUIT COURT OF THE

NINTH JUDICIAL CIRCUIT IN AND
FOR ORANGE COUNTY, FLORIDA
CROWD SHOUT HOLDINGS, LTD.,
CROWD SHOUT, LTD., GCM HOLDINGS,
LTD., WESTMARK CAPITAL, L.L.C., CASE NO. 2018-CA-012076-O
TECHBIZ ADVISORS, L.L.C., and
GABRIEL CRAIG MURPHY,

Plaintiffs,

vs.

MICHAEL D. CONNOLLY, SONOBI, INC.,

KEVIN JOHN PERKS, CONNOLLY INVESTMENT
GROUP, L.L.C., CONTECH, L.L.C., NICHOLAS J.
GAUGLER, DIGITAL TECHNOLOGY, L.L.C.,
DIGITECH INNOVATIONS, L.L.C., CATHERINE
BAXTER, I-CAP GROUP, LTD., INTEGRATED-
CAPABILITIES (MALTA) LTD., INTEGRATED-
CAPABILITIES, LTD., ROBERT ARTHUR CANNELL,
PETER KEVIN PERRY, ANDREW MCKENZIE
DAWSON, BRIDSON HALSALL ADVOCATES, LTD.,
RICHARD ALAN KEWLEY HALSALL, and
NATHANIEL ROBERT THOMAS,

Defendants.
/

AMENDED VERIFIED COMPLAINT FOR DAMAGES

COMES NOW Plaintiffs Crowd Shout Holdings, Ltd. (“Holdings”), Crowd Shout, Ltd.

(“Crowd Shout”), GCM Holdings, Ltd. (“GCMH”), Techbiz Advisors, L.L.C. (“Techbiz”),

Westmark Capital, L.L.C. (“Westmark”) and Gabriel Craig Murphy (“Murphy”), collectively, the

“Plaintiffs”, by and through their counsel of record, and for their Amended Verified Complaint for

Damages (the “Complaint”) against Defendants, state and allege the following:

Page 1 of 118
General Case Statement: The Complaint is a 15-count claim including a violation of Florida’s
Racketeering Influenced & Corrupt Organizations Act against Floridians Michael D. Connolly and
Nathaniel Robert Thomas, their companies Digital Technology, L.L.C. and Sonobi, Inc. and other non-
residents domestic and abroad acting as agents and on their behalf, relating to what started as a
dispute over unpaid invoices. The feud ultimately festered into a shareholder dispute over control over
Crowd Shout Holdings, Ltd. (a Maltese company), which through its sole ownership in Crowd Shout,
Ltd. (a Manx company), indirectly owned the video2mp3.net website, which generated millions of
dollars per year of income before going offline in May 2016. Back on August 22, 2012, Crowd Shout
Holdings, Ltd.’s wholly-owned subsidiary (Crowd Shout, Ltd.) acquired the video2mp3.net website
from Digital Technology, L.L.C. for $3 million. Incidental to that transaction, Gabriel C. Murphy
personally guaranteed $600,000 of the $3 million purchase price in the form of two promissory notes
between Digital Technology, L.L.C. and Crowd Shout, Ltd. About two years later and after Crowd
Shout, Ltd.’s discovery of, amongst other things, fraud orchestrated by Mr. Connolly and Sonobi Inc.,
Crowd Shout, Ltd. asserted a claim for indemnification against Digital Technology, L.L.C., Mr.
Connolly and Mr. Thomas - demanding mediation in the Isle of Man in accordance with the purchase
agreement. Thereafter, Mr. Connolly and his attorneys between Missouri and Malta conjured a
shareholder dispute over control of Crowd Shout Holdings, Ltd. When urged to comply with the
purchase agreement and mediate the indemnification claim in the Isle of Man, Mr. Connolly, with the
knowledge, consent, assistance and authority of the foreign defendants (namely Kevin John Perks in
the Isle of Man and Catherine Baxter in Malta) and others, instituted unlawful domestic and
international litigation against Plaintiffs under the guise of authority of “Crowd Shout, Ltd.” and/or
its sole shareholder, “Crowd Shout Holdings, Ltd.”. Mr. Connolly’s and his domestic and foreign
agents colluded in concert to illegally usurp control of the video2mp3.net website and its’ revenue
stream away from Mr. Murphy’s control and to cover-up their fraudulent acts, including the
misappropriation of hundreds of thousands of dollars of Crowd Shout, Ltd’s funds, manipulation of its
reported revenue by Sonobi, Inc. and various violations of Mr. Connolly’s and Mr. Thomas’ non-
compete agreements with Crowd Shout, Ltd (see Exhibit A to the Complaint). After nearly three years
of scorched-earth litigation and forum shopping tactics employed by Defendants in an attempt to force
Mr. Murphy into either submission or bankruptcy with no success, on September 5, 2017, Digital
Technology, L.L.C. instituted an involuntary bankruptcy petition against Mr. Murphy (using one of the
two promissory notes guaranteed by Mr. Murphy as the claim to establish standing) in an effort to
thwart Mr. Connolly’s court-ordered deposition from April 2017 and to cancel a number of scheduled
court hearings in Kansas.

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 I. PARTIES AND STRUCTURE

1. Plaintiff Crowd Shout is a Manx corporation formed on June 7, 2012 with company

number 008432V which, according to the Isle of Man Companies Registry, is located at Bridge

Chambers on West Quay in Ramsay in the Isle of Man. Crowd Shout was formed by Defendant

Integrated-Capabilities, Ltd. (“ICL”), also a Manx corporation formed on September 12, 2001 with

company number 103959-C, which is also located at Bridge Chambers on West Quay in Ramsey in

the Isle of Man.

2. Plaintiff Holdings is Crowd Shout’s sole shareholder and was formed on July 6, 2012

in the Republic of Malta (“Malta”) with company number C-56979 which, according to the Malta

Financial Services Authority (“MFSA”), is located at 45/13 Strait Street in Valletta, Malta. Holdings

was formed by Defendant Integrated-Capabilities (Malta), Ltd. (“ICML”), also a Maltese corporation

formed on August 2, 2010 with company number C-50348, which is also located at 45/13 Strait Street

in Valletta, Malta.

3. Plaintiff GCMH is a corporation domiciled in Malta on July 17, 2012 with company

number C-56968 which receives mail at 58/3 Triq il-Kbira in Sliema, Malta.

4. Plaintiff Techbiz is a Missouri limited liability company formed by Murphy in October

2014, whose registered office is 6320 Brookside Plaza #110 in Kansas City, Missouri.

5. Plaintiff Westmark is a Kansas limited liability company whose registered office is

6721 West 146th Terrace, #5204 in Overland Park, Kansas.

6. Plaintiff Murphy is a resident of Lee County, Florida and receives mail at 421 La

Perouse Street in Lehigh Acres, Florida.

7. GCMH owns Techbiz and Westmark and Murphy is GCMH’s sole shareholder.

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 8. Defendant Michael D. Connolly (“Connolly”) and his business partner, Defendant

Nathaniel Robert Thomas (“Thomas”), are both residents of Orange County, Florida and both work at

444 West New England Avenue, Suite #215 in Winter Park, Florida.

9. Connolly and Thomas are also the respective CEO and CTO, as well as shareholders,

of Defendant Sonobi, Inc. (“Sonobi”), a Delaware corporation, which in 2015, merged with Defendant

Contech L.L.C. (“Contech”), a Florida corporation formed on or around September 1, 2011 and which

previously operated under the trade name Sonobi. According to Sonobi, it has a digital advertising

platform where Sonobi brings the buyers, the customers and the supply side of the websites together

and Sonobi’s programming does the programming for and on the websites and Sonobi does the

programmatic advertising for it.

10. From August 2012 through August 2015, Contech (later Sonobi) was a trade vendor

pursuant to a written contract with Crowd Shout.

11. Connolly is the sole owner of Defendant Connolly Investment Group, L.L.C. (“CIG”),

a Florida limited liability company formed on September 13, 2010 with its registered office at 149

South Ridgewood Avenue, Suite 700 in Daytona Beach, Florida.

12. CIG owns 80% of Defendant Digital Technology, L.L.C. (“Digital”), a company

organized in Nevis on September 22, 2010 with company number L122422 and located at P.O. Box

665 in Georgetown, Nevis. Thomas individually owns the remaining 20% of Digital. According to

the Florida Division of Corporations, Digital does business in Florida under the name of Defendant

Digitech Innovations, L.L.C. (“Digitech”), a Florida corporation formed November 15, 2011 and

managed by Thomas. Digitech’s principal address is at 444 West New England Avenue, Suite #215

in Winter Park, Florida.

13. Crowd Shout was formed for the sole purpose of acquiring the video2mp3.net website

(the “Website”) from Digital, which occurred on August 22, 2012.

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 14. Holdings is Crowd Shout’s sole shareholder and Holdings issued 20,000 shares in total

around the time Digital sold the Website to Crowd Shout - 6,000 shares were issued to and are still

held by Digital and 6,500 shares were issued to and are still held by GCMH.

15. The remaining 7,500 shares were issued by Holdings to non-party Herne Holdings,

Ltd. (“Herne”), a Maltese corporation solely owned by non-party Kansas resident Cory L. Lagerstrom

(“Lagerstrom”). An illustration depicting the layout of the Crowd Shout Structure, including the

ultimate beneficial owners in Florida, is shown below.

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 16. Defendant Nicholas J. Gaugler (“Gaugler”) is a Kansas resident who has been a

contract worker for Sonobi since May 2014. Prior thereto and commencing November 2012, Gaugler

was employed by Westmark and in 2014, was hired by Crowd Shout directly.

17. Defendant Kevin John Perks (“Perks”) and his former colleagues, Defendants Robert

Arthur Cannell (“Cannell”), Peter Kevin Perry (“Perry”) and Andrew McKenzie Dawson (“Dawson”)

are all four Manx residents and citizens (collectively, the “Manx Directors”) and in 2012 - 2014, were

part owners and/or at various times relevant hereto, directors of Defendant I-Cap Group, Ltd. (“I-

Cap”), which owns both ICL and ICML.

18. Perks resides at Ballagorry Beg, Glen Mona in Maughold in Isle of Man. Cannell

resides at Fergus Lea, Jurby Road in Lezayre in the Isle of Man. Perry resides at 52 Barrule Park in

Ramsey in the Isle of Man. Dawson resides at Pound Cottage on Pound Road in Santon in the Isle of

Man.

19. Defendant BridsonHalsall Advocates, Ltd. (“Bridson”) is a Manx company

incorporated on March 14, 2011 with company number 125732-C. Bridson furnishes legal services in

the Isle of Man and is located at 20 Athol Street in Douglas in the Isle of Man.

20. Defendant Richard Alan Kewley Halsall (“Halsall”) is an advocate, director and part

owner of Bridson who can be found at 10 Marathon Avenue in Douglas in the Isle of Man.

21. Defendant Catherine Baxter (“Baxter”) is a British citizen and Maltese resident and

resides at Chanuc, Triq Josef Kalleya in Is-Swieqi, Malta. In Malta, Baxter masquerades as a director,

legal representative and judicial representative of purportedly “Holdings” and since around April 2013,

Baxter has been a director and is also the secretary of ICML.

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 II. FOREIGN CONTACTS WITH & RELATIONSHIP TO FLORIDA

22. When Crowd Shout (in the Isle of Man) purchased the Website from Digital (in

Florida) for $3 million in August 2012, Murphy personally guaranteed two promissory notes (subject

to Florida law) from Digital to Crowd Shout for $600,000 as purchase money towards the acquisition

of the Website by Crowd Shout.

23. Repayment of the $600,000 was to occur in 2013-2014 in accordance with the terms

of the two promissory notes guaranteed by Murphy.

24. At the same time the promissory notes were executed, some of the Manx Directors also

signed an operating budget and distribution of funds agreement, which specified how Digital would be

repaid by Crowd Shout through the revenues deposited into Crowd Shout’s bank account in the Isle of

Man, which at all times was controlled by some or all of the Manx Directors.

25. The operating budget fixed the fee to I-Cap for its services to Crowd Shout and

Holdings at $1,500 to $2,000 per month.

26. Crowd Shout’s bank statements from 2013-2014 do not reflect compliance with the

operating budget nor the distribution of funds agreement - those Manx Directors who were acting as

“fiduciaries” in the Isle of Man never tendered any payment towards the two notes in favor of Digital

and as guaranteed by Murphy.

27. During the 12-month period when loan payments were due to Digital, some of the

Manx Directors did pay I-Cap (their own company) over $175,000 from Crowd Shout’s bank accounts

in the Isle of Man which they exclusively controlled, in derogation of the operating budget, which

called for I-Cap to be paid $30,000 during the same timeframe.

28. Also during this period, Connolly forged a business relationship with non-party James

C. Neeld (“Neeld”), an attorney in Kansas who was acting as Murphy’s legal counsel and originally

advocated the Crowd Shout Structure to Murphy. Through Neeld and a company he formed, non-party

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Voxa, L.L.C. (“Voxa”), Connolly was able (using Sonobi and ICL) to circumvent Crowd Shout paying

Westmark while ensuring ongoing servicing of the Website through Voxa.

29. By September 2014, Sonobi (controlled by Connolly in Florida) owed Crowd Shout

over $200,000 in revenue it earned and collected from the Website. Around this time was when

Murphy first discovered that Neeld had been sanctioned by the Oklahoma Supreme Court for

“falsifying travel claims” to his law-firm employer for personal enrichment and engaging “in conduct

involving dishonesty, fraud and deceit”.

30. A little over two years after the purchase of the Website, Crowd Shout was restructured,

and a new budget was agreed to by the Manx Directors.

31. As part of the restructure, GCMH acquired Herne’s 7,500 shares in Holdings, making

GCMH the owner of 14,000 shares in Holdings and Holdings’ controlling shareholder.

32. Thereafter, Perks immediately notified GCMH that I-Cap was resigning “with

immediate effect” and Murphy was advised to appoint new directors for Crowd Shout and Holdings.

A few weeks later and in order to comply with notice provisions, the “fiduciaries” for Crowd Shout in

the Isle of Man (I-Cap) and for Holdings in Malta (ICML) formally resigned effective January 2015.

33. In January 2015, Digital (in Florida) contested the validity of GCMH’s acquisition of

Herne’s 7,500 shares in Holdings, even though (i) Digital had advanced knowledge of the stock

transfer; (ii) Digital had encouraged and agreed to GCMH’s acquisition of Herne’s 7,5000 shares in

Holdings back in July 2014; (iii) I-Cap was Digital’s registered offshore fiduciary who not only had

knowledge of, but signed-off on the stock transfer; and (iv) I-Cap and the Manx Directors provided

consent to the transfer, to the extent consent was even necessary.

34. Thereafter, Connolly (and others), instructed Perks and/or other Manx Directors, on

behalf of I-Cap, to retain non-party Eric G. Kraft (“Kraft”), a Kansas attorney and sole owner of non-

party Eric Kraft Law, L.L.C. (“Kraft Law”), to file suit against Murphy and Westmark in Kansas, in

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the name of and under the guise of authority of “Crowd Shout”, with Perks (from the Isle of Man) as

the affiant of said lawsuit.

35. After two failed attempts at having the Kansas court appoint receivers over Crowd

Shout’s assets then held by Murphy in February and April of 2015, Connolly (and others), with the

assistance, knowledge, authority and consent of I-Cap (from the Isle of Man), went forum shopping

and filed another unauthorized court action against Murphy and his then-wife in the Isle of Man.

36. Connolly’s and others’ unauthorized Manx claim, filed in the name of and under the

guise of authority of “Crowd Shout” and “Holdings” by Bridson in May 2015, was followed-up by two

court claims filed by Digital, ICML and Baxter in Malta in September 2015 - all aimed to unwind

GCMH’s acquisition of Herne’s 7,500 shares in Holdings, in order to avoid (i) an accounting for funds

misappropriated by I-Cap and others ; (ii) for Digital to avert an indemnification claim relating to the

$3 million sale of the Website; (iii) for Connolly and Thomas to avert a violation of their non-compete

agreements with Crowd Shout; and (iv) for Sonobi to avert payment of approximately $300,000 it has

owed Crowd Shout since late 2014 and to avoid furnishing the login and password to the publisher

account with Crowd Shout to Murphy, which would only result in further evidence of revenue

manipulation by Sonobi.

37. Throughout 2015 alone and at the direction of Connolly in Florida, I-Cap (with Perks

as Crowd Shout’s purported director in the Isle of Man) and Connolly (from Florida and as the

controlling shareholder of Digital - the only other shareholder of Holdings) misappropriated at least

$354,231.36 of Crowd Shout’s funds to Connolly’s offshore fiduciaries in the Isle of Man (ICL) and

Malta (ICML), along with Digital’s attorney in Kansas (Kraft), the Isle of Man (Bridson) and in Malta

(non-party Ganado Advocates, Ltd. or “Ganado”) along with Sonobi’s contractor in Florida (Gaugler).

38. From Florida, Connolly and/or his attorneys with the assistance, knowledge, authority

and/or consent of other Defendants, including Gaugler (as Sonobi’s contract worker) and the Manx

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Directors and Baxter, were commandeering litigation against Murphy in Kansas, the Isle of Man, Malta

and in Florida, where four (4) court actions were filed by Connolly and/or on Connolly’s behalf against

Murphy in 2017 alone.

39. The billing records for I-Cap to Crowd Shout, Holdings and Digital , as well as all the

email exchanges, correspondence and teleconferences, demonstrate systematic and continuous

contacts to and from the various offshore Defendants with Connolly and his counsel in Florida, among

others, to tortously interfere with Plaintiffs’ contractual and business relationships as well as

advantageous business relationships, to procure breaches of contracts, to engage in unlawful and

fraudulent acts, to breach fiduciary duties, to commit legal malpractice, to inflict severe emotional

distress, to engage in racketeering activity in violation of Florida’s Racketeer Influenced and Corrupt

Organization (“RICO”) Act and to obtain an unjust enrichment as part of an overall conspiracy to,

among other things, remove control of the Website from Plaintiffs and attempt to cover up the

misappropriation of Crowd Shout funds and manipulation of the Website revenues by Sonobi in

Florida.

40. In May 2016, Connolly (in Florida), with the authority, assistance, consent and/or

knowledge of the various offshore Defendants, instructed Bridson (in the Isle of Man) to seek an

injunction against Murphy, which was granted by the Manx court ex parte, resulting in the Website

going offline days thereafter.

41. A demonstrative aid depicting the various pecuniary and fiduciary relationships

between those Florida, Manx, Maltese entities and individuals involved is published below.

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 III. PARTIES AND VENUE

42. This Court has subject matter jurisdiction over the claims set forth herein and personal

jurisdiction over the Defendants.

43. Since 2012, Connolly and Thomas have resided and worked in this jurisdiction.

44. Sonobi regularly conducts business in this jurisdiction - Sonobi maintains an office in

this jurisdiction, employs local residents and presumably pays local taxes. Its’ predecessor, Contech,

is a Florida corporation which operated in Orange County through 2015 and continues to offer and

provide its services through its’ successor company, Sonobi.

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 45. According to the 2018 Foreign Profit Corporation Annual Report, as filed by Sonobi

with the Florida Secretary of State on April 6, 2018, Sonobi does business in Florida and it’s registered

agent is Connolly and both Connolly and Thomas are directors of Sonobi.

46. Since around May 2014, Gaugler has been a contract worker for Sonobi and on

information and belief, Gaugler has travelled into this jurisdiction from Kansas on at least a dozen

occasions in the past five (5) years, starting in February 2014, and the subject matter of Gaugler’s

involvement with Sonobi relates to the Website and the claims raised herein.

47. Digital does business in Florida as Digitech, a Florida corporation. Digitech and

Contech use the same principal address of 444 West New England Avenue, Suite #215 in Winter Park,

Florida. Connolly is a director of Digital, and frequently directs Digital’s operations from Orange

County, where Digital receives mail. Digital has no employees, owners or directors located outside of

the jurisdiction.

48. As further detailed in the Complaint, the Manx Directors, through their ownership and

employ of Manx-based corporate defendants (I-Cap and ICL), have had substantial contacts - periodic

phone calls, email exchanges, written correspondence and DHL packages - with Connolly, Digital,

Contech (and later Sonobi) and his attorneys in Florida, commencing July 2012 and continuing through

2018 - all relating to subject matters at controversy between the parties and relevant to the claims raised

herein.

49. As further detailed in the Complaint, Bridson has had substantial contacts with Florida

starting in approximately May 2015, when the Manx law firm commenced taking instruction from

Connolly (or his attorneys) in Florida through I-Cap as Digital’s registered fiduciary, regarding a claim

Bridson filed against GCMH and Murphy, purportedly on behalf of “Crowd Shout” and “Holdings”.

Bridson has had substantial and ongoing communications with Murphy in Florida ever since Murphy

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relocated to Florida in May 2016, regarding the unauthorized claim filed by Bridson against Murphy

in the Isle of Man and the ex parte injunction obtained therefrom.

50. Since April 2013, Baxter has been a director of ICML and since around September

2015, Baxter has been Digital’s special mandatory in Malta in relation to two (2) court actions Digital

filed against GCMH there. Since at least September 2015, Baxter has engaged in substantial and

ongoing communications with Connolly (or his attorneys) in Florida about the subject matters of the

two (2) claims Baxter is directing on behalf of Digital as well as an involuntary bankruptcy action filed

by Digital against Murphy in Florida in September 2017.

51. The Defendants have subjected themselves to the jurisdiction of the Courts of Florida

under §48.193 Fla. Stat. by (a) operating, conducting, engaging in, or carrying on a business or business

venture in Florida, and/or (b) causing injury to persons within Florida arising out of an act or omission

occurring outside of Florida, and/or (c) engaging in substantial and not isolated activity within Florida.

52. Defendants have subjected themselves to the jurisdiction of the Courts of Florida under

Chapter 48, Florida Statutes, specifically §48.193(1)(a)(2) by personally and/or through an agent

committing a tortious act within this state.

53. Bringing this action in any other jurisdiction would be unreasonable, unjust and

inconvenient to the parties.

54. Venue is appropriate in this Court pursuant to Chapter 47, Florida Statutes, specifically

§47.021 which states that “[a]ctions against two or more defendants residing in different counties may

be brought in any county in which any defendant resides.”

55. On February 1, 2015, Murphy, as a shareholder and owner of Crowd Shout, and on

behalf of GCMH, by Federal Express and email, sent a 4-page letter to ICL and Perks, the purported

directors of both Crowd Shout and Holdings and copied Kraft, the purported attorney for Crowd Shout,

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requesting the directors of Crowd Shout and Holdings take steps to protect the legal rights of both

Crowd Shout and Holdings.

56. Specifically, Murphy, on behalf of GCMH, demanded (1) Holdings immediately direct

Crowd Shout to immediately take legal action to file suit against Contech d/b/a “Sonobi” and collect

for Crowd Shout the amounts owed by Sonobi to Crowd Shout pursuant to the web publisher and

advertising management services relationship between the parties; (2) Holdings immediately direct

Crowd Shout to immediately take legal action and file suit against Voxa to collect for Crowd Shout

the amounts owed by Voxa to Crowd Shout; (3) Crowd Shout inform non-party Robert Michael

Hepting (“Hepting”) and his trust that the only promissory note of the three signed on August 10, 2012

remaining fully paid is the $250,000.00 promissory note; (4) Crowd Shout immediately make demand

to Hepting to immediately return the $20,000.00 that was transferred on October 30, 2014 by Gaugler

without the knowledge or consent of any of the Manx Directors and into Hepting’s personal PayPal

account; (5) Holdings immediately instruct Perks and ICL that his/their resignation of directors of

Crowd Shout was effective immediately and that he/they no longer have the authority to direct or

control or make decisions for either Holdings or Crowd Shout; (6) Holdings and Crowd Shout

immediately initiate legal action to prevent Perks and ICL from directing, controlling or making

decisions for Holdings and Crowd Shout to pursue damage claims for breach of fiduciary duty and

breach of contract as well as all other claims for which a legal basis is identified; (7) Holdings and

Crowd Shout immediately initiate legal action for fraudulent inducement and breach of contract against

Transitional Services, L.L.C. and Gaugler, individually, laying out the factual basis for doing so; (8)

Crowd Shout seek injunctive relief against Gaugler to prevent Gaugler from accessing, asserting

control over, modifying, or in any way interfering with the administration of the internet domains

identified in litigation filed against Murphy and Westmark in Kansas; (9) Holdings and Crowd Shout

immediately obtain separate and independent legal representation licensed to practice law in Kansas

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to represent Crowd shout in any legal proceeding including, but not limited to, the Kansas Litigation;

and (10) Holdings and Crowd Shout immediately recognize GCMH as the 70% owner/shareholder of

Holdings and immediately recognize and abide by the board resolution of GCMH electing Murphy and

non-party Rogina Murphy (“Rogina”, Murphy’s ex-spouse) as the directors of Holdings and Crowd

Shout.

57. Although Murphy, on behalf of GCMH, requested confirmation by February 4, 2015

that the action requested in the February 1, 2015 correspondence be taken, to date, Murphy’s demand

has been ignored.

58. It is and would be an impractical, unreasonable, futile and an useless act for the

Plaintiffs to make a further demand that Crowd Shout and Holdings remove the individual Defendants

from their positions of control within Crowd Shout and Holdings, and to otherwise rectify the various

wrongful and illegal acts performed by the Defendants because said individual Defendants were and/or

are now in control of Crowd Shout and Holdings.

IV. FACTS COMMON TO ALL COUNTS

Events in Calendar Year 2012

59. In early January 2012, Murphy engaged in discussions with business brokerage firm

iMerge Advisors about websites they had listed for sale. One of those websites listed for sale was the

Website then owned by Digital.

60. On or about February 16, 2012, Murphy, as sole owner of and on behalf of non-party

Aberration! Ventures, L.L.C. (“Buyer”), executed a Term Sheet (“Term Sheet”) with Connolly, on

behalf of Digital, to acquire the Website and other assets from Digital for $3 million of consideration.

61. The Website earned advertising revenues from banner advertisements strategically

placed throughout the Website by Connolly, as well as from subscription revenues generated by

visitors to the Website who desired to use the Website without banner advertisements.

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 62. In early 2012, over 120,000,000 unique visitors had visited the Website in 2011 and by

the time the Term Sheet was executed by Digital and Buyer, the Website was generating total revenues

of between $150,000 to $200,000 per month.

63. The principal thrust of the volume of unique visitors going to the Website every month

was the search engine optimization (“SEO”) profile of the Website, which was built on over 20,000

backlinks, the result of an SEO strategy implemented by Connolly and Thomas.

64. Pursuant to the Term Sheet and prior to the acquisition of the Website, Buyer was to

form a new domestic or international company and Digital and Connolly, as sellers, agreed to sell to

the new company all of its rights, title and interest in and to specified acquired assets.

65. As detailed in the Term Sheet, it was agreed by Murphy and Connolly that in exchange

for Digital retaining certain intellectual property used in the monetization of the Website, up to twenty-

five percent (25%) of the equity in Sonobi would be provided to the future buyer of the Website. The

future buyer of the Website turned out to be Crowd Shout.

66. The intellectual property then owned by Digital and utilized by the Website was

software which made real-time decisions as to which advertising network to use for display

advertisements on the Website (the “Website IP”), which when properly managed, had the effect of

maximizing advertising revenues generated by the Website and other websites as well.

67. Connolly and Thomas together own and control Digital, are the co-founders of Sonobi

and at all times have been the CEO and CTO, respectively.

68. At all times relevant hereto, Digital, Contech, CIG, Sonobi, Connolly and Thomas have

all been represented by non-party Cobb & Cole, P.A. (“Cobb Cole”), a Florida law firm.

69. Attorney and non-party Andrea M. Kurak (“Kurak”) was the lead counsel from Cobb

Cole who acted as Digital’s agent and negotiated (from Florida) with Perks (on behalf of ICL in the

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Isle of Man), the language to be utilized in the final documents relating to the sale of the Website to

Crowd Shout.

70. In approximately early March 2012, Murphy retained the services of non-party Katz

Law Firm, L.C. (“Katz Law”) to represent Murphy’s individual interests as well as Murphy’s business

interests while, among other things: (i) providing document drafting assistance with the acquisition of

the Website on the terms set forth in the Term Sheet; (ii) forming a corporate structure to protect

Murphy’s privacy as one of the ultimate beneficial owners of the Website; and (iii) protecting

Murphy’s, as well as Murphy’s to be formed businesses’ interests, in key documents negotiated as part

of the acquisition of the Website.

71. Katz Law is owned and controlled by attorney, and non-party Richard B. Katz

(“Katz”).

72. In allegedly attempting to protect Murphy’s privacy, Neeld, Katz and Kraft, while all

were employed by Katz Law (collectively, the “Katz Attorneys”) and all while acting as counsel for

Murphy, Buyer and their business interests, promoted and encouraged the idea of an offshore, Manx-

Maltese corporate structure for the future owner of the Website.

73. In or around early April 2012 and as part of the evaluation of the Manx-Maltese

corporate structure, Murphy was introduced to ICL and Perks by Neeld and the Katz Firm.

74. At all times relevant herein, ICL provided corporate trust and fiduciary services to

Crowd Shout in the Isle of Man, while ICML furnished near-identical services to Holdings in Malta

through a fiduciary license issued by the MFSA.

75. Both ICL and ICML are owned by I-Cap and the directors of I-Cap are also the

directors of ICL and ICML.

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 76. The Katz Attorneys furnished the legal advice to Murphy to move forward with this

type of offshore corporate structure. Murphy conceived the name of Crowd Shout as the company

name.

77. The Manx-Maltese corporate structure that was ultimately formed in June and July

2012 by ICL and ICML with the assistance of the Katz Attorneys as well as Cobb Cole on behalf of

Digital, Contech, CIG, Sonobi, Connolly and Thomas, is commonly referred to as the “Crowd Shout

Structure”.

78. The corporate trust services offered by I-Cap and furnished by ICL to Crowd Shout

and by ICML to Holdings, included the provision of administration services, including the provision

of directors, nominee shareholders, all administration, book keeping, accounting, VAT and tax services

(together, the “I-Cap Services”).

79. According to a previous version of I-Cap’s website, Perks and I-Cap represented to the

public that “Kevin [Perks] specialises in assisting entrepreneurs in establishing, incubating and/or

relocating their businesses internationally with a particular focus on entrepreneurs based in the US”.

80. I-Cap offers the I-Cap Services globally through its website and has clients throughout

the United States.

81. Upon information and belief, some or all of the Manx Directors and Perks specifically,

have visited entrepreneurs in Florida to peddle the I-Cap Services.

82. In or around May 2012, Lagerstrom introduced Murphy to Hepting, who is trustee of

the non-party Robert M. Hepting Revocable Trust (“RH Trust”).

83. Katz Law, on behalf of the Buyer, and Cobb Cole, on behalf of Digital, CIG, Connolly

Thomas, Contech and Sonobi, moved forward and engaged I-Cap to provide the I-Cap Services.

84. Thereafter and on June 7, 2012, Crowd Shout was formed by ICL and the original

directors of Crowd Shout were Perks, Cannell and Perry.

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 85. Around a month later on or about July 6, 2012, ICML formed Holdings in Malta and

the original directors of Holdings were Perks, Cannell and non-party Sharon Diane Collier (“Collier”).

86. As part of the provision of the I-Cap Services furnished via ICL and ICML to the

Crowd Shout Structure and its ultimate beneficial owners, Perks, Cannell and Perry were appointed

the initial directors of both Crowd Shout and Holdings.

87. At all times since the companies were formed through their resignation in November

2014, upon information and belief, Cannell and Perks were directors of Crowd Shout in the Isle of Man

and Holdings in Malta.

88. In addition to their roles as directors of Crowd Shout and through their employment

with I-Cap, Perks and Cannell served as concurrent directors of, among others, GCMH and Herne,

both of which were also formed by ICML in July 2012.

89. On or around July 10, 2012, at Perk’s request, Kurak sent personal information about

Connolly and Thomas (from Florida) to Perks (in the Isle of Man) - including official ID, a utility bill

and a signed application needed for I-Cap Services to be furnished to Digital.

90. By late June 2012, Kurak had drafted a noncompetition, nondisclosure and

nonsolicitation agreement in favor of Crowd Shout, based on negotiations between Perks, via I-Cap,

on behalf of Crowd Shout (in the Isle of Man) and Cobb Cole (in Florida) and the language of the Term

Sheet.

91. Digital, CIG, Connolly and Thomas each separately signed a noncompetition,

nondisclosure and nonsolicitation agreement (together, the “Noncompete Agreements”), as drafted

by Kurak, in conjunction with the sale of the Website to Crowd Shout.

92. For a period of three (3) years, the Noncompete Agreements prohibited Digital, CIG,

Connolly and Thomas from, amongst other things, soliciting employees of Crowd Shout or providing

services to websites that compete with the Website.

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 93. In early July 2012, the first draft of the asset purchase agreement (the “APA”) outlining

the terms of the acquisition of the Website by Crowd Shout, was furnished to Kurak. Thereafter, Kurak

(in Florida) negotiated the terms of the APA with Perks (in the Isle of Man) and Neeld.

94. On or around July 20, 2012, Perks (on behalf of ICL in the Isle of Man) contacted

Kurak (on behalf of Digital in Florida) to respond to questions regarding the Crowd Shout Structure

and specifically, how the board in the Isle of Man would be making corporate decisions on behalf of

the Crowd Shout.

95. On or around July 25, 2012, Perks (on behalf of ICL in the Isle of Man) and Collier

(on behalf of ICML in Malta) telephoned Kurak (on behalf of Digital in Florida) and discussed

potential changes to the APA, the articles of association and the Shareholders’ Agreement for

Holdings.

96. On or around August 1, 2012, Connolly emailed Murphy and Kurak and informed them

that the “Web Publisher Agreement” could be executed post-closing and that it is a standard

agreement for all Sonobi clients. The Web Publisher Agreement is “Exhibit A” to the Advertising

Management Services Agreement (the “AMSA”) between Crowd Shout and Sonobi.

97. The AMSA was executed on or around August 10, 2012 between Sonobi (by Connolly

in Florida) and Crowd Shout (by Perks in the Isle of Man) and was a material inducement for Crowd

Shout entering into the APA with Digital. Sonobi was to use its “best efforts” in performing its

obligations under the AMSA, consistent with the efforts historically used by Sonobi with the Website.

98. Section 5 of Schedule A of the AMSA required Sonobi to furnish Crowd Shout a

weekly report detailing the advertising revenue earned through the Website (the “Weekly Revenue

Report”). Sonobi would collect revenues from other third party advertising networks (including

ToneFuse and MediaHub) and was to remit those revenues to Crowd Shout.

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 99. Section 2.3(A) of the APA allowed Digital to receive additional consideration from the

sale of the Website, based on the monthly advertising revenues generated by the Website through

Sonobi’s management of the Websites’ advertising operations in those twelve (12) months following

the sale of the Website to Crowd Shout (the “Earnout Period”).

100. To incentivize Connolly (the controlling beneficial owner of Digital and also part

owner and CEO of Sonobi) to continue with the SEO efforts for the Website and to maximize its

advertising income, Sonobi was in charge of the advertising operations for the Website during the

Earnout Period and as long as the Website’s revenues were at least $135,000 per month, Digital was

eligible for a bonus payment, which was based on a percentage of the Websites’ revenues for that same

month.

101. On August 10, 2012, Crowd Shout entered into a promissory note with Digital for

$400,000 (the “Holdback Note”) and $200,000 (the “$200K Note”), together, the “Digital Notes”.

Payments on the $200K Note were to be paid by Crowd Shout to Digital in twelve equal payments

commencing September 1, 2013 (the “Note Repayment Period”).

102. The Digital Notes were personally guaranteed by Murphy (the “Murphy Guaranty”),

and the Digital Notes were used to fund Crowd Shout’s acquisition of the Website.

103. As a condition of the Closing and a material inducement for (i) Buyer to agree to the

Crowd Shout Structure and assign the Term Sheet to Crowd Shout; and (ii) Murphy to agree to the

Murphy Guaranty, Connolly, Thomas and Digital executed (from Florida) the Noncompete

Agreements with Crowd Shout while Westmark (by Murphy) and Crowd Shout (by Perks in the Isle

of Man), entered into and executed an Agreement for Services (the “Consulting Agreement”)

whereby, among other things, Westmark would be the exclusive consultant for the Website and would

be paid around $10,000 per week.

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 104. The Consulting Agreement was how Murphy, through Westmark, would indirectly

receive compensation as the operator and part ultimate beneficial owner of the Website. The

Consulting Agreement was to continue for five (5) years, subject to earlier termination in accordance

with the provisions set out in the Consulting Agreement.

105. Pursuant to the Consulting Agreement, no party, without the prior written consent of

the other, could assign any of their rights or obligations arising out of the agreement to any third party.

106. On August 10, 2012, Crowd Shout also entered into seven (7) promissory notes with

various entities and trusts, the decisions makers and/or beneficial owners all of whom are from the

Kansas City area (the “KC Investor Notes”).

107. The KC Investor Notes carried interest rates from 15% to 35% and most were two (2)

year terms and set to mature on August 31, 2014. The KC Investor Notes, along with the Digital Notes

was the source of capital used to fund the acquisition of the Website by Crowd Shout.

108. On August 10, 2012, the board of directors of Crowd Shout (Perks, Cannell and Perry)

held the first board meeting (the “Board Meeting”) of Crowd Shout and approved the acquisition of

the Website by Crowd Shout from Digital.

109. The Board Meeting approved, adopted and attached an operating budget (the

“Operating Budget”) for Crowd Shout through July 31, 2013, along with the approval of the

Distribution of Funds Agreement (the “Distribution Agreement”). The Operating Budget and

Distribution Agreement specified how the advertising revenues earned by the Website and received by

Crowd Shout would be distributed on a monthly basis by the board of directors (employees of I-Cap)

in the Isle of Man.

110. The Operating Budget specified that I-Cap would receive payment of $1,000 for

August 2012 and $2,500 every month thereafter in compensation of the I-Cap Services.

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 111. Also as part of the Board Meeting, the Crowd Shout (by Perks and Cannell in the Isle

of Man) approved Crowd Shout entering into the APA with Digital, along with the approval of the

Consulting Agreement, the Noncompete Agreements, the AMSA, the $200K Note, the Holdback Note,

the KC Investor Notes and the Shareholders’ Agreement for Holdings (together, the “Closing

Documents”) - all of which were dated August 10, 2012 but effective as of the Closing (as defined

herein).

112. Section 2.6(xiv) of the APA required Digital to provide a copy “all electronic files used

in the operation of the business and Website” - which included the Website IP - on CD-ROM to Crowd

Shout, and for the “CD-ROM” (amongst other documents) to be physically delivered to ICL in the

Isle of Man.

113. Upon information and belief, neither Digital, Connolly, Thomas nor Kurak ever

delivered the Website IP to Crowd Shout, nor did any of the Manx Directors, Katz Law or Neeld ever

require Digital to furnish the CD-ROM containing the Website IP and “all electronic files used in the

operation of the business and Website” in accordance with the APA.

114. Rather than bargain away 25% ownership of Contech to Crowd Shout as set forth in

the Term Sheet, Digital retained the Website IP instead and later transferred the same to Contech (and

later onto Sonobi), which it used in it business for other publishers aside from just the Website - all to

the detriment of Crowd Shout and ultimately Holdings, GCMH and Murphy.

115. On August 20, 2012, Neeld sent an email to I-Cap informing them that the sale

documents were in order and that on behalf of the Buyer, I-Cap was authorized to close and fund the

transaction. Shortly thereafter, Cannell (in the Isle of Man) emailed Kurak (in Florida) and informed

her that Crowd Shout was unable to fund the closing that day.

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 116. Section 6.3 of the APA identifies Digital’s address in Deland, Florida and shows the

$900,000 closing payment was sent from ICL in the Isle of Man to a bank account in the name of CIG

at Wachovia Bank in Florida.

117. On August 22, 2012, the “Closing” of the transaction occurred and Crowd Shout

acquired ownership of the Website from Digital pursuant to the terms set forth in the APA and other

related documents executed between Crowd Shout, Holdings, Digital, Connolly, Thomas, Contech,

CIG, Murphy and Westmark.

118. After the Closing, Neeld continued to provide legal services to Murphy and Westmark

in connection with the Crowd Shout Structure and the Website.

119. On or around the same day Digital closed on the sale of the Website to Crowd Shout,

Connolly engaged in email discussions with a SEO firm regarding the recent loss of the Website’s top

rank in Google, as well as alternative SEO strategies for the Website.

120. Upon information and belief and unknown to anyone else at the time but Connolly and

Thomas, the Website was a “digital lemon”, a ticking time-bomb of sorts, with artificial visitor traffic

resulting from a “blackhat SEO profile” developed by Connolly and Thomas, amounting to a house-

of-cards that would prove to be disfavorable to Google and detrimental to the future owner of the

Website.

121. Sonobi collected revenues it generated from the Website for Crowd Shout and also

collected revenues earned from the Website through other advertising networks.

122. Since the Closing and upon information and belief, Sonobi has unlawfully been in

possession of the Website IP, which belongs to Crowd Shout, which Sonobi has used for its’

enrichment and to the detriment of Crowd Shout.

123. Upon information and belief, Sonobi made source code modifications to the Website

IP to use for Sonobi and Sonobi’s clients...

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 124. The day after Closing and at the suggestion of Connolly, Murphy established a hosting

account at OVH (the “OVH Account”), the long- standing web-hosting provider of the Website.

125. The following day on August 24, 2012, Murphy deferred to Connolly on SEO matters

relating to the Website, wholly unaware of Connolly’s blackhat SEO techniques relating to the traffic

generated to the Website.

126. On or around September 1, 2012 and in Florida, Digital prepared (using CIG letterhead)

and submitted invoice #1 for $122,117.59 to Crowd Shout in the Isle of Man, which was thereafter

paid to CIG in Florida by ICL using Crowd Shout funds originating in the Isle of Man.

127. September 2012 was the first calendar month in which Crowd Shout owned the

Website and in that month, the Website generated display advertising revenues of over $189,000 and

Sonobi accounted for around 16% of the display advertising revenues for that same month.

128. In a letter dated September 7, 2012 from Cobb Cole on behalf of Digital to the Florida

Department of Revenue, Connolly acknowledged that Digital is doing business in Florida as “Digitech

Innovations, L.L.C.”.

129. In early October 2012 and in Florida, Digital prepared (using CIG letterhead) and

submitted invoice #2 to Crowd Shout in the Isle of Man, which was thereafter paid to CIG in Florida

by ICL using Crowd Shout funds originating in the Isle of Man.

130. On October 12, 2012, ICML formed non-party NetLeads Holdings, Ltd. (“NetLeads

Holdings”), a Maltese company with registration number C-57850 with 10,000 shares beneficially

owned by GCMH and 10,000 shares beneficially owned by Herne.

131. Non-party NetLeads, Ltd. (“NetLeads”) is a dissolved Manx corporation formed by

ICL days earlier on October 8, 2012 with company number 008852V. NetLeads was solely owned by

NetLeads Holdings.

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 132. NetLeads was formed as a separate business venture at the instruction of Murphy and

Lagerstrom as the offshore successor to Apollo Marketing, L.L.C., a dissolved Missouri corporation

formed by Lagerstrom on December 15, 2011 to generate Internet-based leads for consumers seeking

short-term, micro-loans (the “Leads”).

133. In October 2012 and at Connolly’s request, Kurak drafted an engagement letter

between Crowd Shout, Holdings, Connolly and Murphy relating to Cobb Cole representing Murphy,

Crowd Shout and Holdings’ legal interests in future acquisitions (the “Engagement Letter”).

134. Dated October 17, 2012 and as executed by Kurak, Connolly and Murphy, the

Engagement Letter identifies a potential conflict of interest between Crowd Shout and Connolly. The

Engagement Letter specified that “in the event that Crowd Shout and Connolly become adverse to each

other in the future with respect to any matter on which Cobb Cole has provided counsel to CS, Cobb

Cole will not represent the interests of either party in connection with such dispute”.

135. Thereafter and in connection with the Engagement Letter, Cobb Cole (in Florida)

represented the legal interest of Crowd Shout (in the Isle of Man) and Holdings (in Malta).

136. In early November 2012 and in Florida, Digital prepared (using CIG letterhead) and

submitted invoice #3 to Crowd Shout in the Isle of Man, which was for an earnout and bonus payment

due to Digital based on the Websites’ revenues for October 2012. Invoice #3 was thereafter paid to

CIG in Florida by ICL using Crowd Shout funds originating in the Isle of Man.

137. In November 2012, Westmark hired Gaugler, a Kansas resident, as a W-2 employee.

138. Gaugler was primarily responsible for learning the technical operations and

functionality of the Website from Thomas, who was most knowledgeable about the technical

operations of the Website at that time.

139. From November 2012 and continuing at various times throughout the remainder of the

year, Gaugler was personally educated by Thomas on the knowledge and skills necessary to operate

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and manage the technical platform and software that made the Website function. Gaugler made his

first of several trips to Deland, Florida with Murphy in late 2012 regarding the Sonobi and the transition

of the technical operations of the Website to Gaugler.

140. In early December 2012 and in Florida, Digital prepared (using CIG letterhead) and

submitted invoice #4 to Crowd Shout in the Isle of Man, which was for an earnout and bonus payment

due to Digital based on the Websites’ revenues for November 2012. Invoice #4 was thereafter paid to

CIG in Florida by ICL using Crowd Shout funds originating in the Isle of Man.

141. On December 17, 2012, Cobb Cole (in Florida) sent an invoice to Crowd Shout (in the

Isle of Man) for legal services furnished to Crowd Shout through December 2012, pursuant to the

Engagement Letter.

142. Thereafter, and continuing at various times , I-Cap (in the Isle of Man) would approve

of Cobb Cole invoices and submit payment on said invoices with Crowd Shout funds it controlled and

sent to Cobb Cole in Florida from the Isle of Man.

143. NetLeads sold over 6,000 Leads in the fourth quarter of 2012 to businesses in the Isle

of Man owned and controlled by non-party Del Kimball. By the end of 2012, Kimball’s businesses

owed NetLeads a receivable balance of over $480,000 (the “Kimball Receivable”).

144. In early December 2012 and in Florida, Digital prepared (using CIG letterhead) and

submitted invoice #5 to Crowd Shout in the Isle of Man, which was for an earnout and bonus payment

due to Digital based on the Websites’ revenues for December 2012. Invoice #5 was thereafter paid to

CIG in Florida by ICL using Crowd Shout funds originating in the Isle of Man.

Events in Calendar Year 2013

145. Starting in early 2013, the advertising revenues for the Website dropped precipitously

to the point where total revenues for the Website were challenging $135,000 per month, a baseline

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revenue figure needed to be earned by the Website for Digital to receive a bonus payment under the

terms of the APA.

146. In January 2013, Westmark hired non-party Ryan L. Elledge (“Elledge”) and

appointed Elledge in charge of technical operations of the Website. Thereafter, Gaugler started

reporting directly to Elledge, who reported to Murphy, who was CEO of Westmark.

147. On January 14, 2013, Perks and Cannell signed a Declaration of Nominee Status (the

“Declaration”) on behalf of Holdings, whereby ICML was named the nominee of the 6,000 shares in

Holdings held by Digital. At all times thereafter, ICML (via Perks and Baxter) acted as a trustee for

Digital and was (and still is) Digital’s registered fiduciary in Malta.

148. In early February 2013 and in Florida, Digital prepared (using CIG letterhead) and

submitted invoice #6 to Crowd Shout in the Isle of Man, which was for an earnout payment due to

Digital based on the Websites’ revenues for January 2013. Invoice #6 was thereafter paid to CIG in

Florida by ICL using Crowd Shout funds originating in the Isle of Man.

149. On February 28, 2013, Sonobi engaged in an “ad media buy” whereby Sonobi

purchased around 2,000,000 banner impressions on the Website, which boosted revenue for the day to

over $11,600 from Sonobi alone, versus the then average daily revenue from Sonobi of $400 to $700

per month.

150. The February 2013 “ad media buy” from Sonobi of approximately $11,000 had the net

result of increasing the total revenue generated by the Website to $135,000 - the exact amount of

revenue required per month under the APA in order for Digital to receive an earn-out payment from

Crowd Shout.

151. Sonobi never paid Crowd Shout any of the approximate $11,000 for the purported “ad

media buy” from February 2013. Using CIG letterhead in early March 2013, Digital created invoice

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#7 and sent it to Crowd Shout for payment on an earn out due to Digital, as a result of the “ad media

buy”.

152. Despite Connolly’s repeated demand for payment on invoice #7 throughout 2013,

Crowd Shout never submitted payment on invoice #7.

153. Invoice 7 shows that, according to CIG (solely owned by Connolly), Crowd Shout (in

the Isle of Man) owed Digital (in Florida) an earn out payment of $23,692.50 for the month of February

2013, since the total revenue for the Website for February 2013 was purportedly $135,000.

154. On March 22, 2013, Connolly provided Murphy a weekly report revealing the browser-

based toolbars, used to aid with the SEO and to drive traffic to the Website, had been non-functional

since November 2012, resulting in a large, negative impact on Google’s search engine ranking for the

Website and in turn, the visitor traffic to the Website and in turn, the advertising revenues generated

by the Website.

155. In response, Connolly took responsibility for fixing the non-functional browser-based

toolbars as part of his responsibility in handling the SEO for the Website.

156. In the final days of March 2013, Digital found itself facing another shortfall of the

$135,000 threshold needed for the Website to achieve for Digital to receive an earn out payment during

the Earnout Period. To remedy the shortfall, Sonobi engaged in another media buy - this time buying

around $23,000 of ads on the Website - which was just the amount needed so the total revenue for the

Website would reach $135,000 for March 2013.

157. In early April 2013, and using CIG letterhead in early March 2013, Digital created

invoice #8 and sent it on to Crowd Shout for payment on an earn out due to Digital, as a result of the

$23,000 “ad media buy”, which Sonobi never paid for.

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 158. Invoice #8 also sought payment of $4,000 as a tax payment as a result of a PayPal

account tied to Connolly’s social security number that had been used for years as a depository account

for subscription revenues generated by the Website (the “PayPal Account”).

159. Crowd Shout remitted payment to CIG for the $4,000 tax payment on the PayPal

Account, but despite Connolly’s repeated demands for payment on Invoice #8, Crowd Shout did not

pay for an earnout payment to Digital as shown in invoice #8.

160. Invoices #7 and #8 from February and March of 2013 (the “False Invoices”) were

prepared by CIG, on behalf of Digital by an employee of Sonobi - non-party Megan Potosky

(“Potosky”) and at the instruction of Connolly.

161. Upon information and belief, it was known by Sonobi that it was not going to - nor did

it ever have any intention to - actually pay Crowd Shout for the purported “ad media buys” from

February and March of 2013 (the “Media Buys”), which it never did.

162. Despite never paying for the Media Buys, thereafter and continuing for about the next

year, Connolly (on behalf of Digital) would repeatedly demand payment of the False Invoices.

163. On information and belief, there is no documentation of the Media Buys between

Sonobi and Crowd Shout and/or Westmark at the time the Media Buys actually occurred, as the Media

Buys were done at the direction of Connolly and without the knowledge of anyone employed at

Westmark or the directors of Crowd Shout.

164. The Media Buys were not - on or before the time the Media Buys took place - “vetted

and approved by everyone involved” and specifically not by Murphy nor Elledge.

165. In April 2013, I-Cap hired Baxter and shortly thereafter, appointed her director of

ICML, Holdings, GCMH and Herne.

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 166. In April 2013, NetLeads Holdings loaned approximately $292,678 to Holdings, which

in turn, created a loan to Crowd Shout for the same amount. The loan was split between GCMH and

Herne 50/50 in accordance with their ownership in NetLeads Holdings.

167. Thereafter, GCMH held an undocumented promissory note to Crowd Shout for

$146,339 (the “GCMH Note”) - which was later documented within the Settlement and dated

November 10, 2014.

168. In April 2013 and at the urging of Lagerstrom, Westmark hired non-party Firecloud,

L.L.C. (“Firecloud”), a dissolved Kansas limited liability company to perform accounting services on

behalf of Westmark. Firecloud was formed by Neeld in Kansas on May 14, 2013 and was wholly

owned by non-party James Roland McClymont (“McClymont”).

169. Lagerstrom is McClymont’s brother-in-law and both are members of non-party

JayHusk, L.L.C. (“JayHusk”), a dissolved Kansas limited liability company formed on April 12, 2013

whose registered agent is Lagerstrom and a creditor to Crowd Shout.

170. Prior to Westmark hiring Firecloud, Plaintiffs were unaware that McClymont was a

member of JayHusk.

171. As part of the Firecloud engagement, Westmark requested that Firecloud (i) conduct

an audit of the payments remitted by Crowd Shout against the Consulting Agreement (the “Consulting

Audit”) and (ii) analyze the earned revenue reported against the payments remitted by all the third-

party advertising networks used by the Website to generate revenue; and (iii) audit the payments

remitted by Sonobi to Crowd Shout.

172. In April 2013, McClymont first suggested that Sonobi was modifying the reported

advertising revenue to Crowd Shout, versus what was actually earned by the Website, which Sonobi

was reporting to Crowd Shout via Sonobi’s web-based dashboard, with revenue anomalies dating back

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to February 28, 2013 (the “Revenue Manipulation”) and occurring on March 31, 2013 and at various

times thereafter.

173. By August 2013, Connolly (via Digital) was continuing to demanding payment on the

False Invoices, while Westmark refused to agree to approve payment of the False Invoices.

174. By this time, Murphy anticipated Crowd Shout making a potential claim for

indemnification against Digital for breach(es) of Digital’s representations and warranties within the

APA.

175. Sometime in August 2013, Firecloud completed the Consulting Audit, and prepared a

spreadsheet showing that as of July 2013, Crowd Shout had underpaid Westmark by approximately

$54,000. Thereafter, Westmark was no longer paid as required under the Consulting Agreement.

176. At the same time or shortly thereafter, Lagerstrom, Hepting and Neeld were advocating

the restructuring of the entity servicing the Website (Westmark), purportedly based on tax advice

surrounding the Crowd Shout Structure and as received from Marks Paneth, a New York based

accounting firm which, upon information and belief, was referred by Perks to Lagerstrom and later

shared with Hepting.

177. On August 16, 2013 and unknown to Murphy, Connolly and Thomas, the directors of

Crowd Shout in the Isle of Man (Perks, Cannell and Perry) held a board meeting whereby Crowd Shout

forgave a loan of £4,878.40 to non-party Nonsuch Financial, Ltd. (“Nonsuch”), a dissolved Manx

corporation formed by ICL on June 27, 2012 with company number 008518V which was previously

beneficially owned by Katz and his son, Braden Katz. According to the board meeting minutes of

Nonsuch of equal date, Crowd Shout had loaned money to Nonsuch (via some of the Manx Directors)

at various times since October 30, 2012 (the “Nonsuch Loan”) and Nonsuch was unable to repay the

Nonsuch Loan to Crowd Shout.

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 178. In August 2013, Murphy conceived the name Voxa and the company was formed as a

Kansas limited liability company by Neeld at the instruction of Murphy.

179. Like Westmark, Neeld was also Voxa’s registered agent.

180. Voxa was formed for the primary purpose of acquiring the Murphy Residence, so that

Murphy would avert another maturity default of his mortgage, which matured October 2013.

181. Although the primary purpose for the formation of Voxa was to acquire the Murphy

Residence, Voxa ended up also replacing Westmark as the servicing entity for the Website despite the

fact the contract between Crowd Shout and Westmark had not been terminated and there had been no

written agreement to assign Westmark’s rights and obligations arising under the consulting agreement

to Voxa.

182. By August 2014, the Kimball Receivable had grown to over $1,640,000.

Consequently, Murphy’s frustration with Lagerstrom had peaked due to Lagerstrom’s unwillingness

to collect the Kimball Receivable.

183. Thereafter, Murphy commenced discussions with Lagerstrom regarding his business

divorce from Lagerstrom in both NetLeads Holdings and Holdings, which was later reduced to a series

of written agreements in November 2014 that became known as the Agreement for Global Settlement

(the “Settlement”).

184. In August 2013, Neeld advised Murphy that he would hold Voxa in trust and on behalf

of Murphy temporarily until Murphy and Lagerstrom reached the Settlement.

185. On information and belief, shortly thereafter and about the time the first payment was

due on the $200K Note (September 2013) from Crowd Shout to Digital, McClymont and Lagerstrom

began making payment recommendations to one or more of the Manx Directors, knowingly in

derogation of the Distribution Agreement. Those payment recommendations favored payments

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towards other creditors of Crowd Shout - including JayHusk and the RH Trust - and deliberately away

from Westmark and Digital.

186. The payment recommendations made to Perks and others at I-Cap by McClymont and

Lagerstrom and approved and paid by Perks and/or others at I-Cap, had the net result of depriving

payments owed to Westmark (via the Consulting Agreement) and Digital (via the Digital Notes), while

improperly enriching other creditors of Crowd Shout (such as JayHusk and the RH Trust), with loan

payments otherwise not due under the terms of the Distribution Agreement.

187. Murphy’s and Gaugler’s relationship ultimately became adversarial, culminating in the

firing of Gaugler from Voxa by Murphy in November 2013, only to be hired back by Neeld soon

thereafter, who ultimately controlled Voxa’s payroll and funds.

188. On September 1, 2013, the first payment on the $200K Note was due from Crowd

Shout to Digital. At the same time, Sonobi had accrued an account payable to Crowd Shout of at least

$91,000 (the “Sonobi Receivable”), under the terms of the AMSA and the Web Publisher Agreement.

189. In September 2013, the Website generated approximately $51,918 of advertising

revenues, a decrease of over 70% a year earlier when the Website was sold to Crowd Shout. In

September 2013, Sonobi accounted for over 33% of Crowd Shout’s gross advertising revenues, as

compared to only 16% a year earlier.

190. On September 23, 2013 and at the instruction of Murphy, Neeld circulated an

“Agreement for Payment” contract between NetLeads and Kimball addressing repayment of the

Kimball Receivable.

191. Upon information and belief, the Agreement for Payment was executed by both the

Kimball and NetLeads sometime in October of 2013.

192. Starting in November 2013, Sonobi started withholding the remittance of advertising

revenues generated from the Website and owed to Crowd Shout,

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 193. Murphy was unaware that Sonobi commenced withholding the remittance of

advertising revenues to Crowd Shout in November 2013, and only learned of this later.

194. The Sonobi Receivable (owed to Crowd Shout in the Isle of Man) was purportedly

credited as payment towards the Digital Notes (by Sonobi in Florida), as Connolly (who controlled by

Sonobi and Digital) reasoned that if Sonobi were to have sent the money owed to Crowd Shout, Crowd

Shout would have immediately sent the money to Digital as payments towards the Digital Notes.

195. On November 12, 2013, Neeld provided Murphy with a Purchase Agreement for Voxa

to acquire the Murphy Residence in order to stave-off a foreclosure action.

196. In December 2013, the Website generated advertising revenues of approximately

$84,596, of which Sonobi accounted for over 50% of the total.

197. By December 2013, Murphy became further frustrated at the lack of payment from

Kimball towards the Kimball Receivable and suspected the personal friendship Lagerstrom maintained

with Kimball (who at the time was also Lagerstrom’s landlord) was standing in the way of collection

of the Kimball Receivable. On December 3, 2013, Murphy complained to Lagerstrom in writing about

the Kimball Receivable and how it was impacting his ability to pay the SSL Note on the Murphy

Residence.

Events in Calendar Year 2014

198. In January 2014, Sonobi ceased making payments to Crowd Shout for revenues it

earned through the Website by Sonobi under the AMSA. By February 2014, Sonobi had skipped two

payments to Crowd Shout and now owed over $132,000 in earned but unpaid advertising revenues to

Crowd Shout.

199. On January 15, 2014, McClymont emailed Murphy and Elledge and followed-up on

the Revenue Manipulation issue, stating that he believed “Sonobi is modifying revenue what was is

reported and actually earned, which we first identified back in Feb of last year”.

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 200. On or around February 4, 2014, Connolly and Thomas, along with Hepting, Gaugler

and non-party Justin Kennedy (“Kennedy”) held a meeting regarding Crowd Shout in Winter Park,

Florida (the “Winter Park Meeting”).

201. In early 2014 and around the time of the Winter Park Meeting, Sonobi remained

engaged in Revenue Manipulation, and the average daily revenue reported by Sonobi in the two weeks

leading up to the Winter Park Meeting was approximately $692.

202. Murphy was told the purpose of the Winter Park Meeting was to have Hepting confront

Connolly about the False Invoices, address the Revenue Manipulation and the ongoing decline in the

Website revenue reported by Sonobi, with Gaugler present to support the anomalies in the revenue

figures reported by Sonobi in the dashboard.

203. On information and belief, issues discussed at the Winter Park Meeting included (i)

judgments held against Murphy and creditors of Murphy; (ii) the restructuring of Crowd Shout; (iii)

distribution of the money earned by the Website and as held by Sonobi; (iv) the Sonobi Receivable;

(v) anomalies in the revenue reported by Sonobi in the dashboard; (vi) concessions on the Digital

Notes; (vii) the termination of Murphy through Voxa; and (viii) the potential hiring of Gaugler by

Sonobi.

204. A number of the issues discussed at the Winter Park Meeting were adverse to the

interests of Plaintiffs.

205. The average daily revenue reported by Sonobi from the Winter Park Meeting and for

the 2 week period thereafter was approximately $1,056 - amounting to a 50%+ increase in Sonobi’s

reported advertising revenues by Sonobi to Crowd Shout - due to no other variable than the Winter

Park Meeting.

206. By mid-February 2014, Voxa was unable to meet its financial obligations, resulting in

CIG sending a wire to Voxa for $25,000 on or around February 13, 2014. As a result and at various

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times thereafter, Connolly played a role in what expenses Voxa would pay from the funds Voxa would

receive from Crowd Shout, which came from funds released by Sonobi and owed to Crowd Shout.

207. Specifically on February 13, 2014, Connolly emailed Neeld - without including

Murphy, who Connolly knew to be Murphy’s attorney at the time - and informed Neeld that Connolly

needed “a secure place to wire the money to ensure the funds are used as intended.”

208. Thereafter, Connolly ultimately controlled how Voxa funds were to be spent, as

Connolly conditioned the release of funds Sonobi owed to Crowd Shout on the same, and Crowd Shout

had to receive the funds from Sonobi in order for Crowd Shout to pay Voxa.

209. Thereafter, Connolly, Lagerstrom and Hepting advocated a meeting of the ultimate

beneficial owners of the Crowd Shout Structure (Connolly, Thomas, Lagerstrom and Murphy) as well

as non-shareholder creditors (Hepting and McClymont). McClymont and Neeld prepared an agenda,

and a telephonic conversation between Connolly, Neeld, Lagerstrom, Murphy, Gaugler and Hepting

occurred on February 19, 2014 (the “Shareholder Discussion”).

210. The Shareholder Discussion consisted largely of various proposals on how funds

generated by the Website should be distributed going forward and disagreements over the performance

and operation of the Website. There were no agreements reached at the Shareholder Discussion and

therefore, no proposed resolutions were ever provided to the board of directors of Crowd Shout or to

any of the Manx Directors.

211. A few weeks after the Shareholder Discussion, Neeld circulated a proposed budget (the

“Voxa Budget”) to Connolly, Hepting and Lagerstrom, proposing that Murphy’s compensation be set

at $100 per month, versus the $10,000 per week as called for in the Consulting Agreement.

212. Based on the Voxa Budget, no money was to be paid to Westmark despite the fact

Westmark was under contract to provide consulting services to Crowd Shout and there was no written

contract between Voxa and Crowd Shout.

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 213. Pursuant to the Voxa Budget, no payments were to be made on the GCMH Note, but

monthly debt payments would be made to all other creditors of Crowd Shout.

214. Pursuant to the Voxa Budget, the full payment was not being made by Crowd Shout

towards the Digital Notes, which would impact Murphy based on the Murphy Guaranty.

215. Connolly, who played a role in the fashioning of the Voxa Budget in February 2014,

was supportive of the Voxa Budget as presented by Neeld, which was unilaterally adopted by Connolly

and others against certain Plaintiffs’ objections.

216. The implementation of the Voxa Budget conflicted with the Distribution Agreement,

the Operating Budget, the Consulting Agreement and the AMSA - all of which required any

amendment thereto be done in writing.

217. In March 2014 and thereafter, the Voxa Budget was unilaterally adopted by Connolly

with the support of Lagerstrom and Hepting - who then controlled over half of Crowd Shout’s

advertising revenues via Sonobi.

218. Connolly thereafter implemented the practice of having Gaugler calculate how much

of the Sonobi Receivable Sonobi should send to Crowd Shout every month and how much of the

Sonobi Receivable Sonobi should send to Digital as payments towards the Digital Notes, without the

authority or consent of Murphy. Invoices were created by Gaugler and sent to Potosky (an employee

of Contech) until November 2014.

219. In May 2014 and unknown to Crowd Shout’s directors in the Isle of Man, Westmark

and Murphy at that time, Contech hired Gaugler as a contract worker. Thereafter, Gaugler and

Connolly maintained sole control of all decisions and operations relating to the Website.

220. Contech’s hiring of Gaugler constituted a violation of each of the Noncompete

Agreements signed in conjunction with the sale of the Website to Crowd Shout.

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 221. On or around June 10, 2014, I-Cap (via Perks from the Isle of Man) sent an email to

Connolly (in Florida), Murphy and Lagerstrom and Baxter (in Malta) regarding the ongoing

management of Crowd Shout by ICL and the decline in Crowd Shout’s revenue. Perks requested an

extraordinary general meeting of Holdings to be held on June 23, 2014 in Malta (the “Extraordinary

Meeting”).

222. The day prior to the Extraordinary Meeting, Connolly contacted Murphy on G-Chat

and suggested that Lagerstrom could be bought out of Holdings and suggested that Murphy make

Lagerstrom an offer to be bought of his ownership position in Holdings, resulting in a delay in the

Extraordinary Meeting. Around this time, Connolly boasted to Murphy that Sonobi then controlled

70% of Crowd Shout’s monthly revenue.

223. The Extraordinary Meeting did not occur until about five (5) months later in November

2014, when Murphy and Rogina were elected the directors of Crowd Shout and Holdings.

224. On August 27, 2014, Murphy discovered from a third-party that in 2011, Neeld had

been sanctioned by the Oklahoma Supreme Court for falsifying travel expenses and submitting them

to his then law firm employer for personal enrichment, and found guilty of “engaging in conduct

involving deceit and fraud”. A year prior in July 2013, Neeld borrowed $10,000 from Westmark which

had not been repaid.

225. From August 30, 2012 through August 31, 2014 and based on the terms of the AMSA,

Sonobi generated a total of $626,256 of advertising revenue from the Website. As of August 31, 2014,

Crowd Shout had received only $287,195 of this total from Sonobi.

226. On August 31, 2014, the final payment on the $200K Note was due and payable to

Digital by Crowd Shout. As of this same date, the Sonobi Receivable had grown to $218,738 - even

when subtracting the $5,000 monthly fee owed to Sonobi under the terms of the AMSA.

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 227. As of August 31, 2014, the Sonobi Receivable owed to Crowd Shout was greater than

the principal balance of the $200K Note with interest ($200,814) Crowd Shout owed to Digital, even

assuming no payments had been made by Crowd Shout towards the $200K Note.

228. During the Note Repayment Period, I-Cap made distributions of Crowd Shout funds in

derogation of the Distribution Agreement. During the Note Repayment Period, I-Cap paid itself in

excess of $175,000, despite the Operating Budget calling for a monthly fee of $2,500 - amounting to

fees of no more than $30,000 during the Note Repayment Period.

229. During the Note Repayment Period and with Crowd Shout funds, I-Cap made

payments towards the KC Investor Notes instead of any payment towards the $200K Note.

230. During the Note Repayment Period, I-Cap remitted $152,832 to Voxa and in May

2014, Neeld (with knowledge and consent from Connolly in Florida) used thousands of dollars

received from Crowd Shout on personal expenditures and other expenses wholly unrelated to Crowd

Shout or the Website.

231. Around that same time, Connolly approved of Neeld cancelling Murphy’s family

health insurance, which ultimately resulted in medical and emotional damage to Murphy and his family

in the years to come as the Murphy’s income stream via the Consulting Agreement was cut off by

certain Defendants.

232. In a typical month during the Note Repayment Period, Digital and Westmark received

no distribution of Crowd Shout’s funds, despite the terms of the Distribution Agreement. Instead and

in a typical month during the Note Repayment Period, the KC Investor Notes received distributions

they were not entitled to ahead of Digital and Westmark, while I-Cap would typically withdraw fees

for itself on average four (4) times the amount set forth in the Operating Budget.

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 233. On September 15, 2014, Murphy made a demand to Neeld and Katz Law, to, among

other things, repay the loan and return the computer and office equipment that belonged to Westmark

(the “Westmark Equipment”).

234. On September 16, 2014, Murphy terminated his attorney-client relationship with

Neeld, Katz and Katz Law.

235. In September 2014, the Website generated approximately $40,535 of advertising

revenues, a decrease of over 20% from a year ago (September 2013) and the lowest monthly revenue

figure since Crowd Shout acquired the Website.

236. Shortly after executing a term sheet with Lagerstrom that outlined what would

ultimately become their settlement in the following month, Murphy changed all the login and

passwords to the Website, as then furnished by Gaugler, resulting in Murphy taking control of the

Website for the first time since the Closing.

237. On October 3, 2014, Murphy received a Mutual Waiver and Release Agreement (the

“MWR Agreement”) from Neeld.

238. The largest section of the MWR Agreement was Section 1 - the mutual release and

waiver, to which Gaugler (Sonobi’s contract worker in Florida) was included. The language was

favorable to others as it would have potentially released liability for several potential claims plead in

this Complaint, but unknown by Plaintiffs at that time.

239. On October 7, 2014 and at the instruction of Lagerstrom, ICL dissolved NetLeads

without GCMH or Murphy’s authority, knowledge or consent and at a time when the Kimball

Receivable – based on GCMH’s knowledge at the time - remained outstanding and was in excess of

$1,640,000.

240. In reality and without Murphy’s authority, knowledge or consent, Lagerstrom had

already bargained away the Kimball Receivable in exchange for Kimball’s home in Kansas.

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 241. As part of the Settlement, both Lagerstrom and Perks signed off on the NetLeads

Agreement whereby Lagerstrom stated he had not received any direct or indirect payments on the

Kimball Receivable.

242. Unbeknownst to Murphy, the winding down of NetLeads, including the decision to

wind it down, was made about three (3) months earlier on or around July 3, 2014, when Lagerstrom

and his wife, along with Kimball, entered into a real estate purchase agreement - as drafted by Kraft

(with the Katz Firm) as Lagerstrom’s counsel.

243. In this agreement, Lagerstrom and his wife purchased Kimball’s residence (where they

were already residing at the time and had been since 2012) at 6456 Verona in Mission Hills, Kansas

(the “Kimball Residence”) - valued by the Johnson County appraiser in 2014 at $1,533,300 - for only

$100.00 of consideration (the “Kimball Residence Sale”).

244. The Kimball Residence Sale had the net effect of fully offsetting against the Kimball

Receivable owed to NetLeads and was adverse to the interest of its’ shareholder GCMH.

245. The Kimball Residence Sale had the net effect of eviscerating the only material asset

of NetLeads.

246. The dissolution of NetLeads by ICL was adverse to the interests of GCMH, to which

ICL owed, among other things, corporate trust and fiduciary duties.

247. From its formation by ICL until it was dissolved, Perks, Cannell and Perry - the same

Manx employees of ICL who were the directors of Crowd Shout at the time, were also the directors of

NetLeads.

248. On or about November 12, 2014, Murphy, Lagerstrom, Hepting, along with

Lagerstrom’s and Hepting’s wives, signed the Settlement.

249. In November 2014, as part of the Settlement, Lagerstrom, on behalf of non-party

Herne, agreed to transfer all of Herne’s 7,500 shares held in Holdings to GCMH, as set forth in the

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“Stock Transfer Agreement” executed between Murphy and GCMH and Lagerstrom, Perks (on

behalf of Crowd Shout) and Herne.

250. Soon thereafter and later that same month, Murphy discovered that Neeld, through

Voxa, had obtained $12,000 in unauthorized funds from Crowd Shout which Neeld used for his

personal enrichment and did so after Murphy terminated his attorney-client relationship with Neeld

and Katz Law.

251. Perks, who was acting as Digital’s trustee and registered fiduciary via the Declaration,

had direct knowledge of the terms as set out in the Settlement.

252. Through Perks (in the Isle of Man), Digital (in Florida) assisted in and agreed to the

final language in the Settlement, which contains interlineations belonging to Perks, who along with

Cannell, were the last parties to execute the Settlement.

253. Digital approved of GCMH’s acquisition of the 7,500 shares in Holdings from Herne,

and Connolly knew that Digital’s consent to the Stock Transfer Agreement was not required pursuant

to the language as agreed upon and found in the Shareholder’s Agreement of Holdings.

254. Pursuant to the Stock Transfer Agreement, executed by Perks on behalf of GCMH,

Herne and Holdings, the transfer was recognized as permissible under the Shareholder’s Agreement

and the Articles of Association and it was stated that consent to the extent necessary, was “hereby

provided on the transfer of the Shares from Transferor to Transferee”.

255. Also, Perks, on behalf of Holdings, pursuant to the Stock Transfer Agreement, agreed

to cause the transfer of shares to be reflected on the books and records of Holdings.

256. As part of the Settlement, the Stock Transfer Agreement was finalized by Holdings in

November 2014, whereby GCMH became the majority shareholder in Holdings effective December

31, 2014, after which Herne transferred all of its 7,500 shares in Holdings to GCMH.

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 257. As part of the Settlement, Herne by its director Perks as well as Lagerstrom, signed a

proxy (the “Proxy”) which appointed Murphy (as sole owner of GCMH) or whomever Murphy may

designate to “be [Herne’s] proxy to speak and vote for Herne at any meeting of Shareholders”.

258. Additionally, Herne made the Proxy irrevocable until December 31, 2014 (when

Herne’s 7,500 shares would automatically transfer to GCMH, if they had not already).

259. Pursuant to the Holdings’ board meeting in November 2014 (the “Holdings’ Board

Meeting”), the board of Holdings specifically recognized and approved the Stock Transfer Agreement,

as follows:

RESOLVED that the Company [Holdings] recognizes [sic.] and approves (to
the extent deemed necessary) the transfer of all Seven Thousand Five Hundred
(7,500) shares held by Shareholder [Herne] to Shareholder [GCM] upon the Transfer
Date, as defined in the Stock Transfer Agreement . . . . This transfer is approved
pursuant to the first sentence of the second paragraph of Section 14 of the
Shareholders Agreement and Section 25 of the Articles.

260. Pursuant to the Holdings’ Board Meeting, the board specifically recognized and

approved the Stock Transfer Agreement.

261. The minutes of the Holdings’ Board Meeting also recognized and approved “the

appointment of proxy by [Herne] to [GCM] effective November 18, 2014”.

262. At the same time in November 2014, Crowd Shout also held a board meeting whereby:

(i) Techbiz was approved to replace Westmark as the servicing entity for the Website; and (ii) Crowd

Shout approved Techbiz to proceed, on behalf of Crowd Shout, with serving Digital and its counsel

with a Notice of Indemnification Claim (the “Claim”). The Claim related to related to Crowd Shout’s

right to claim an offset of the entire amount of the Holdback Note under the APA.

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 263. The Claim alleged violations of the Noncompete Agreements by Connolly and

Thomas, as well as fraud against Crowd Shout by Sonobi via Revenue Manipulation, amongst other

claims stated therein.

264. As part of the Settlement (and as shown in ¶9 on page 6), Murphy, on behalf of Crowd

Shout, was to “aggressively pursue such claims against [Digital] and to offset against the Holdback as

called for in the Asset Purchase Agreement”.

265. A copy of the Claim was sent to Perks (in the Isle of Man), as well as Lagerstrom and

Hepting at the time the Claim was sent to Digital and Cobb Cole in Florida.

266. On November 17, 2014, Perks, individually and on behalf of I-Cap, sent an email to

Murphy, Lagerstrom and Hepting, resigning the I-Cap Services related to Crowd Shout and Holdings.

267. On or about November 19, 2014 and acting on behalf of Crowd Shout, Murphy sent

the Claim to Digital and Cobb Cole.

268. ICL was supportive of sending the Claim to Digital and its counsel, as communicated

by Perks in writing to Techbiz and as set out in the Settlement.

269. On December 8, 2014, the resignation of the I-Cap Services from Crowd Shout and

Holdings was reiterated in a formal letter on I-Cap’s letterhead, addressed to both Crowd Shout and

Holdings and carbon copied only to the ultimate controlling beneficial owner of Holdings - Murphy

(the “Resignation Letter”). The Resignation Letter stated that all services provided through I-Cap to

both Crowd Shout and Holdings would end effective January 8, 2015, thereby terminating the

agreement for corporate services between I-Cap and Crowd Shout and Holdings at that time.

270. The resignation of I-Cap from Crowd Shout and Holdings was accepted, prompting the

Extraordinary Meeting at which, new directors were elected, as Murphy and Rogina were elected and

appointed the new directors of Crowd Shout and Holdings.

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 271. In response to the Claim and unaware of I-Cap’s resignation as directors of Crowd

Shout and Holdings, on or about December 9, 2014, Kurak sent a letter to I-Cap and to Perks’ attention

on behalf of Defendants Connolly, Thomas, Contech, CIG, Sonobi and Digital (the “Kurak Letter”).

272. Lagerstrom, Gaugler and McClymont were carbon copied on the Kurak Letter and

purportedly received a copy of the Kurak Letter around the same time.

273. The Kurak Letter erroneously asserted that the Closing was on August 10, 2012 and

therefore, was untimely pursuant to Section 2.5 of the APA.

274. The Kurak Letter demanded that a shareholders meeting for Crowd Shout be held

without the presence of Murphy, who at that time, indirectly controlled Crowd Shout through the

Proxy.

275. Pursuant to the Kurak Letter, Kurak maintained that Connolly, Thomas, Lagerstrom,

Hepting, and Gaugler, among others, had agreed to participate in the “shareholder” meeting that

excluded Murphy.

276. Connolly, Thomas, CIG, Sonobi and Digital requested that Murphy be excluded from

the shareholder’s meeting despite the fact Connolly knew GCMH was the controlling and majority

shareholder of Holdings.

277. In the Kurak Letter, Connolly, Thomas, CIG, Sonobi and Digital threatened to hold the

employees of I-Cap who had formerly served as the board of directors of Crowd Shout personally

liable as a result of the Claim, absent their withdrawal of the same and removal of Murphy from the

day to day operations of Crowd Shout.

278. On or around December 17, 2014, Kurak sent another letter to Perks, stating that (i)

Sonobi has thoroughly reviewed the matter and has confirmed that Crowd Shout has been paid all

amounts owed to it by Sonobi; and that (ii) Hepting, Gaugler, McClymont and Lagerstrom were all

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aware of the media buy by Sonobi and that it was fully, disclosed, verified and resolved by all involved

(the “Second Kurak Letter”).

279. The media buys by Sonobi on the Website in February and March 2013 were done

without Murphy’s, McClymont’s, Lagerstrom’s nor Elledge’s knowledge, nor the knowledge or

consent of Crowd Shout and was adverse to Crowd Shout’s interests.

280. The Second Kurak Letter threatened legal action against ICL, if ICL sanctioned

Murphy seeking the Sonobi Receivable from Sonobi.

281. Also on December 17, 2014, Murphy disclosed to Hepting that based on the resignation

of I-Cap, that Crowd Shout and Holdings would be using the services of non-party Aston International,

Ltd. (“Aston”), a Manx corporate service provider and competitor of I-Cap, which Murphy had

engaged in discussions with after receipt of the Resignation Letter.

282. On December 18, 2014, Lagerstrom sent a text to Murphy advising he no longer had

anything to do with Crowd Shout despite the fact he attended a meeting two days prior with Connolly

(from Florida), Perks, Lagerstrom and Hepting in attendance, among others.

283. Later that same day, December 18, 2014, Kraft sent an email attaching a formal letter

to Perks regarding Murphy’s claims against Neeld and Katz Law (the “Kraft Letter”). In the Kraft

Letter, Kraft advises Perks that Kraft was representing Neeld against claims made by Murphy and

stated that “[w]hile we understand that Mr. Murphy may indeed have a majority voting interest in

Crowd Shout, we do not believe that he is acting with the authority of the board of directors of Crowd

Shout”.

284. Upon information and belief and at this same time, Perks (via ICL) was acting not only

as Connolly and Thomas’ international fiduciary and trustee (via Digital), but also as Neeld’s

international fiduciary and trustee, as the directors of non-party Desert Fox, Ltd. (“Desert”). Desert is

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a Maltese corporation with company number C-56992 formed July 19, 2012 by ICML, now struck off

by the MFSA but previously owned solely by Neeld.

285. According to the Company Registry at the MFSA, the directors and legal

representatives in Desert, when it was active, were the same as those directors and legal representatives

(including Perks and Cannell) as was (or is) listed for Holdings, GCMH and Herne.

286. The Kraft Letter further stated that, “[i]f Mr. Murphy does not have any authority to

act in this manner on behalf of Crowd Shout as we suspect, we would like the Board to provide us with

a resolution that directs Mr. Murphy to cease and desist from his reckless and baseless allegations

against Mr. Neeld and/or his employer, The Katz Law Firm L.C.”.

287. After the Kraft Letter was sent on December 18, 2014, Perks immediately sent an email

to Murphy, Lagerstrom, Connolly and Hepting attaching correspondence to the directors of Crowd

Shout and Holdings, stating, among other things, “[f]urther to our letter dated 8 December 2014 and

after consideration of further information made available to us recently, surrounding the relationship

between the ultimate owners of the Company, we have resolved that it is probably in the best interests

of the Owner and the Company that Integrated-Capabilities Ltd continue to provide administration

services to the Company, including the provision of directors, registered office, nominee shareholders,

all administration, book keeping, accounting, VAT and tax services”. Additionally, Perks stated that

I-Cap was revoking the Resignation Letter and that they would not resign their statutory position as

originally intended on January 12, 2015.

288. At some point shortly after the Kraft Letter was sent, Perks and I-Cap, and with the

knowledge, consent and assistance of Connolly, Thomas, Lagerstrom, Hepting and Gaugler, among

others, commenced discussions through email exchanges, teleconferences, etc. to take action to

wrongfully and unlawfully interfere with the contractual agreements executed under the Settlement

and to usurp control of the Website from Murphy.

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 289. The Manx Directors along with Baxter, all individually and through I-Cap, undertook

actions and authorized, had knowledge of, assisted with and consented to actions by others that they

knew created a conflict of interest, was wrongful, unlawful, and adverse to the interests of Plaintiffs.

290. On and information and belief, around the same time after the Kraft Letter was sent,

Kraft, Perks, Hepting, Connolly and others began communicating about Murphy concerning, among

other things, Murphy’s claims against Neeld as outlined in the letter.

291. Upon information and belief, also around mid-December 2014, Kraft and/or Perks or

representatives of I-Cap, contacted other individuals and/or companies in an effort to persuade them

not to cooperate with Murphy, despite the fact that Murphy was the indirect, controlling shareholder

of Crowd Shout and despite the fact Techbiz was under contract with Crowd Shout to provide

consulting services to Crowd Shout.

292. Pursuant to the Settlement in which the RH Trust agreed to, Hepting elected to have

the Hepting Notes audited (the “Hepting Audit”).

293. On or around December 31, 2014, Hepting furnished a copy of the Hepting Audit to

both Murphy and Perks. While Crowd Shout had paid a total of around $178,600 to the RH Trust

towards the original $450,000 balance of the RH Notes, the Hepting Audit wrongfully claimed Crowd

Shout owed in excess of $600,00 on the RH Notes.

Events in Calendar Year 2015

294. By January 2015, I-Cap’s resignation per the Resignation Letter was effective and

pursuant to the Operating Budget which Cannell and Perks signed, I-Cap was entitled to a total of

$71,000 in fees over the 29-month period in which I-Cap furnished the I-Cap Services to Crowd Shout

and Holdings.

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 295. As reflected by the bank statements for Crowd Shout from August 2012 through

December 2014, I-Cap (through the actions of Perks and Cannell) withdrew over $300,000 in fees -

amounting to over 4x the agreed upon monthly fee structure within the Operating Budget.

296. On or about January 6, 2015, Perks (in the Isle of Man and through his relationship

with ICL) sent emails to Connolly (in Florida), Baxter (in Malta) and Murphy and Lagerstrom relating

to the Stock Transfer Agreement and the Shareholders’ Agreement for Holdings.

297. Although the shares held by Herne in Holdings were to have automatically transferred

to GCMH no later than December 31, 2014 pursuant to the Stock Transfer Agreement, Connolly,

Lagerstrom, Hepting, Gaugler, Neeld, Kraft, Perks and I-Cap, among others (the “Control Group”),

as part of their wrongful and unlawful concocted scheme to undue the sections of the Agreement for

Global Settlement, including the agreements comprising same, that were favorable to Plaintiffs, I-Cap

intentionally did not register the stock transfer.

298. Additionally, the Control Group took the wrongful and unlawful position that in order

to transfer the shares, they needed Digital’s (Connolly’s) consent despite the fact the Stock Transfer

Agreement had been executed almost a month prior and Perks, Lagerstrom and Hepting agreed that

any consent needed had been provided as stated in the Stock Transfer Agreement.

299. Although I-Cap had contracted to provide fiduciary and trustee services to GCMH, I-

Cap, I-Cap representatives (the Manx Directors and Baxter) took actions that were wrongful, unlawful

and adverse to GCMH’s interests.

300. On or about January 7, 2015 - the day of their termination of services pursuant to the

Resignation Letter - Baxter and non-party Josianne Cascun (“Cascun”) (in Malta) along with Perks

(in the Isle of Man) purportedly held a board meeting of Holdings, confirming that since July 19, 2014,

Digital (in Florida) has held 6,000 shares of Holdings.

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 301. That same day, Perks represented in writing that there had been no dialogue with Neeld

since formation of the Crowd Shout Structure.

302. On January 8, 2015 and at the advice of Gaugler (Sonobi’s contract worker), Perks (in

the Isle of Man) contacted the Manx domain name registry and claimed that Perks was the owner of

the domain name “crowdshout.com.im,” a domain name registered by Murphy, owned by Crowd Shout

and paid for with Crowd Shout funds. Thereafter, Perks and Gaugler controlled the

“crowdshout.com.im” domain name. A few weeks later and as detailed herein, Gaugler (Sonobi’s

contract worker) would intentionally intercept attorney-client communications by redirecting all of the

email traffic on the domain name “crowdshout.com.im” to a hosted e-mail account at 1&1 Internet and

under Gaugler’s control.

303. That same day, Murphy lodged a formal complaint to Perks and Baxter at I-Cap

regarding (i) the I-Cap Services received by NetLeads and Crowd Shout; (ii) the conflict of interest I-

Cap has had as the simultaneous directors of NetLeads, Crowd Shout, Holdings, NetLeads Holdings,

Desert, Herne, GCMH and other entities with competing interests; (iii) I-Cap’s non-collection of the

Sonobi Receivable on behalf of Crowd Shout; (iv) the nonpayment of the Digital Notes during the

Note Repayment Period; and (v) I-Cap’s non-collection of the Kimball Receivable on behalf of

NetLeads from Glacier Management, Ltd. a Manx entity beneficially owned by Kimball and formed

by ICL with the same directors as NetLeads and Crowd Shout, (“I-Cap Complaint”).

304. On January 9, 2015, I-Cap (via Perks in the Isle of Man) emailed Murphy and Connolly

(in Florida) regarding the corporate decisions of Crowd Shout going forward, in light of the fact that

the shareholders were not aligned. That same day, Murphy sent correspondence to one or more of the

Manx Directors and other named Defendants, among others including Hepting, issuing a cease and

desist notice from unauthorized attempts to gain access to accounts relating to the operation of the

Website, including the OVH Account.

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 305. Also on January 9, 2015, Murphy requested from ICL (via Perks and Daniel Leadley

in the Isle of Man) copies of all corporate documents relating to Crowd Shout and Holdings, including

all minutes, board resolutions, formation documents, VAT tax filings and other corporate documents,

as requested by Aston days earlier in order for Aston to commence providing corporate services to

Crowd Shout and Holdings. Thereafter, I-Cap repeatedly refused to furnish Murphy with any of the

information requested in violation of the Companies Act 2006, making it impossible for Murphy to

replace I-Cap with Aston as the corporate service provider for Crowd Shout and Holdings.

306. On January 12, 2015, I-Cap (via Perks in the Isle of Man) emailed Murphy and resigned

from all I-Cap Services to GCMH with immediate effect.

307. As a result of the actions undertaken by I-Cap adverse to Murphy’s and GCMH’s

interests, Murphy responded and accepted I-Cap’s termination of the I-Cap Services and thereafter

elected new directors of GCMH.

308. The Control Group, among others, continued their efforts to wrongfully and unlawfully

usurp control of the Website away from Murphy and the legal standing of Crowd Shout and Holdings,

all in an attempt to unravel the Settlement, including the documents comprising same.

309. On or around January 13, 2015, the Control Group authorized, assisted in, had

knowledge of and/or consented to commence additional actions in usurping control of the Crowd

Shout’s operations through misrepresentations made to various third-party advertising networks, to

OVH and GoDaddy, in order to obtain access to these various accounts related to the Website.

310. Around this time, Perks (from the Isle of Man) sent a letter, purportedly on Crowd

Shout letterhead, to Sonobi (in Florida) informing them as a trade vendor of Crowd Shout of the matter

involving Murphy and control over the advertising revenues.

311. On or about January 14, 2015 employees of I-Cap (including Perks, Baxter and Cascun)

as well as Digital, Connolly and Kurak, among others, collectively through Perks, and as part of their

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concocted scheme to unravel the agreements entered into as part of the Settlement and remove control

of the Website from Plaintiffs, took the following actions:

i. Sent a letter from the Isle of Man, purportedly on Crowd Shout letterhead, to

Murphy, purporting to terminate the Consulting Agreement with Westmark, which was copied to

Lagerstrom and Connolly (in Florida).

ii. Sent a copy of the Kurak Letter to the ultimate beneficial owners of the Crowd

Shout Structure (in Kansas and Florida);

iii. Sent a letter from the Isle of Man, purportedly on Crowd Shout letterhead,

responding to the Kurak Letter and purportedly waiving and releasing Digital from the Claim;

iv. Sent a letter from the Isle of Man, purportedly on Crowd Shout letterhead,

responding to the Kraft Letter, purportedly absolving Neeld of any wrongdoing, purportedly on behalf

of Crowd Shout; in which Perks stated that the “company [Crowd Shout] has serious concerns

surrounding your description of threats made by Mr. Murphy against Mr. Neeld’s law license in an

attempt to extort funds.” Moreover, Perks stated, “I wish to make it clear that Mr. Murphy no longer

holds authority to act on behalf of the Company [Crowd Shout] whatsoever;”

v. Engaged in various email and telephone discussions with Connolly and Kurak

(in Florida), including sending a PDF copy of notice of a charge over shares agreement, purportedly

between Herne and GCMH (the “Charge Agreement”) to Connolly, which included ICL’s comments,

prior to the Charge Agreement being filed with the MFSA; and

vi. Prepared and ultimately sent a DHL package for delivery to Digital in Florida.

312. Baxter signed the Charge Agreement, purportedly as a director of and on behalf of

GCMH, despite that fact that (i) ICML resigned all of the I-Cap Services in writing to GCMH, which

was accepted by GCMH, on January 12, 2015; and (ii) neither she nor ICML ever furnished a copy of

the Charge Agreement to Murphy.

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 313. Also on January 14, 2015 and as part of a concocted scheme by Connolly, Thomas,

Contech, Digital, along with Neeld, Kraft, Lagerstrom, McClymont, Gaugler, and Hepting - Perks -

purportedly as director of Crowd Shout through his employment with ICL, wrongfully and unlawfully

terminated the Consulting Agreement with Westmark with immediate effect and without following the

termination provisions as set out in the Consulting Agreement.

314. Attempting to waive and release Digital from the Claim was adverse to Plaintiffs’

interests.

315. The Consulting Agreement was terminated despite the fact that Techbiz, pursuant to

the Settlement, had replaced Westmark as the servicing entity for the Website. No notice was ever

provided to Techbiz.

316. Additionally, Perks, Cannell and Perry executed the Meeting of the Board of Directors

dated November 18, 2014 on behalf of Crowd Shout, as part of the Settlement, approving the

Deferment & Irrevocable Directive of Funds Directive, which detailed how funds would be distributed

by Crowd Shout going forward, and specifically references the new operating budget of Crowd Shout

effective November, 2014 (the “New Operating Budget”).

317. Pursuant to the New Operating Budget, as part of the Settlement, payments towards

monies owed to Westmark by Crowd Shout that had not been paid were to begin in November of 2014.

Those payments to Westmark were not made beyond December 2014.

318. The Charge Agreement contained a number of wrongful and nonsensical statements

while directly referencing the Settlement, including that as of January 14, 2015, (i) Baxter was a

director of GCMH; (ii) that GCMH pledged all of its original 6,500 shares in Holdings to Jayhusk; (iii)

the Consulting Agreement was entered into by Lagerstrom and Murphy; and (iv) that the Settlement

itself formed part of the Consulting Agreement.

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 319. On or around January 14, 2015, I-Cap (via Perks from the Isle of Man) sent a copy of

the Charge Agreement to Connolly (in Florida) prior to its being filed with the MFSA by ICML.

320. On or around January 14, 2015, Kraft Law (via Kraft) sent a copy of his resume to I-

Cap (via Perks in the Isle of Man) for consideration in a lawsuit that was being contemplated against

Murphy and his businesses. Shortly thereafter, Perks (on behalf of I-Cap in the Isle of Man) emailed

Connolly (in Florida) and other members of the Control Group the resume for feedback.

321. On January 15, 2015, I-Cap, at the direction of the Control Group, wrongfully and

unlawfully engaged the legal services of Kraft Law, purportedly in their capacity as director of Crowd

Shout, to prosecute claims against Murphy and Westmark in the name of and under the guise of

authority of Crowd Shout.

322. The Control Group authorized and consented to retaining Kraft to undertake the

purported legal representation of Crowd Shout, despite their, as well as Kraft’s, knowledge of the

Resignation Letter and objections raised by Kraft’s former clients in the formation of the Crowd Shout

Structure – Murphy and Westmark.

323. The Control Group authorized the hiring of Kraft to initiate litigation against Murphy

and Westmark despite knowing that Murphy was the controlling shareholder through GCMH as a result

of the Settlement.

324. Connolly and Thomas, along with other members of the Control Group, authorized the

hiring of Kraft to initiate litigation against Murphy and Westmark despite knowing that the claims

being asserted were adverse to the actual interests of Crowd Shout.

325. Defendants Connolly and Thomas, along with other members of the Control Group,

authorized the hiring of Kraft to initiate litigation against Murphy and Westmark despite knowing that

said actions would be in derogation of the Settlement, would require the approval of Holdings through

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its controlling shareholder, GCMH, and that the claims being asserted were adverse to the actual

interests of Crowd Shout.

326. On January 15, 2015 and with the approval of Connolly and Lagerstrom, among others,

a notice of the Charge Agreement was filed with the MFSA.

327. Connolly, Lagerstrom, Perks and Baxter all knew the Charge Agreement contained

erroneous statements at the time the notice of the Charge Agreement was filed with the MFSA.

328. On January 16, 2015, Kraft sent Perks an email, which was immediately forwarded on

by Perks (in the Isle of Man) to Connolly (in Florida), Hepting and Lagerstrom , discussing, among

other things, wrestling control of the Website and revenue achieved therefrom from Murphy.

329. In the January 16, 2015 email, Kraft acknowledged the existence of the prior

resignation of I-Cap and as a result, the need to have a shareholders’ meeting without the presence of

Murphy.

330. Moreover, in the same email, Kraft discussed the filing of litigation against Murphy,

stating, among other things, “showing him what he [Murphy] stands to lose, in addition to control over

the domain, will be the only sobering factor that may convince him [Murphy] to cease fighting.”

331. Thereafter, at the instruction of Perks and with the authority, knowledge, assistance

and/or consent of the Control Group, among others, lawsuits were filed by Kraft Law against Murphy

and/or businesses owned by Murphy.

332. Plaintiffs were unaware of the domestic and international involvement in the overall

conspiracy until Murphy obtained the January 16, 2015 email with the subject, “Crowd Shout v.

Murphy”.

333. On information and belief, prior to the initial lawsuit filed against Murphy and

Westmark, Connolly, along with Lagerstrom, were corresponding with one or more of the Manx

Directors, regarding their wrongful and unlawful plan to, among other things, unravel the Settlement,

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including the documents comprising same, terminate the Consulting Agreement, stop any payments

being made to Plaintiffs and redirect payments from Crowd Shout and/or Sonobi that otherwise should

have been paid towards the Digital Notes.

334. On January 23, 2015, Kraft Law filed a lawsuit against Murphy and Westmark, in the

name of and under the guise of authority of “Crowd Shout”. The case is styled Crowd Shout, Ltd. vs.

Gabriel Murphy, et. al., Case No. 15CV00453, as pending in the Tenth Judicial District of Johnson

County, Kansas (the “Kansas I Litigation”).

335. Defendants, as part of their concocted scheme with non-party co-conspirators, had

knowledge of, approved of, supported, consented to, authorized and/or assisted in the unlawful and/or

wrongful retaining of Kraft to pursue legal action and engage in wrongful and/or unlawful actions,

purportedly on behalf of “Crowd Shout” against Plaintiffs.

336. All actions, including legal action, that have been brought on behalf of Crowd Shout is

a disguise by Defendants, among others, to usurp control of the Website and its’ revenue stream from

Plaintiffs, procure a breach of the Settlement - including the agreements comprising same, procure a

breach of the Consulting Agreement, procure a breach of the Digital Notes in which Murphy is a

personal guarantor, to procure a breach by I-Cap to provide corporate and fiduciary to Crowd Shout

and Holdings in which GCMH is a controlling shareholder and business relationship, to prevent the

Claim from being pursued and to prevent the uncovering of misappropriation of Crowd Shout funds

by Connolly and Thomas, along with Neeld, Hepting and I-Cap.

337. On January 21, 2015, Gaugler (a contract worker for Sonobi in Florida) at the

instruction of Perks (in the Isle of Man) and Connolly (in Florida), contacted Terme Hayempour of

AdSupply and wrongfully notified Ad Supply that the account used for the Website had been hacked

and requested to change the login information to the account.

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 338. Once the Kansas I Litigation was filed, a phony document was manufactured by Perks

and produced during discovery in an attempt to establish that a wrongful and unlawful $20,000.00

payment to Hepting from October 2014 had been approved by some of the Manx Directors prior to the

money actually being transferred to Hepting.

339. The wrongful and unlawful $20,000.00 payment was made without the authority,

knowledge or consent of Murphy or any of the Manx Directors at the time.

340. Murphy was unaware of the wrongful and unlawful $20,000.00 payment at the time he

entered into the Settlement.

341. Murphy relied upon these Crowd Shout funds that should have been paid to GCMH

and/or Westmark and/or used to satisfy the terms of the Settlement when he agreed to the terms in the

Settlement.

342. I-Caps’ purported ratification of the payment of these funds was adverse to the interests

of Crowd Shout and GCMH.

343. In the afternoon of January 26, 2015, IVL (via Perks from the Isle of Man), Gaugler

(from Kansas as Sonobi’s contract worker), Hepting , Neeld and Kraft and Connolly and/or Thomas

(in Florida) collectively took action(s) to cause the Website to go offline and/or be unusable for most

visitors. As a result, Murphy evidenced this fact, notified everyone above and reiterated the demand

for the login and password to the OVH Account so that Murphy could rectify the problem.

344. On or around January 26, 2015, ICL (via Perks from the Isle of Man) held a telephone

conference with Connolly (in Florida), along with Lagerstrom and Hepting. That same day, Gaugler

(a contract worker for Sonobi) took steps to redirect any and all emails sent to the domain

“crowdshout.com.im”, which at that time and as known by the Defendants, was being used by Murphy

to communicate with his legal counsel. The emails sent to the domain crowdsout.com.im and

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specifically the email address gabriel@crowdshout.com.im were all redirected to 1&1 Internet, where

the emails were accessible by Gaugler from an account he had recently setup there.

345. On or around January 27, 2015, ICL (in the Isle of Man) sent communications to

Sonobi and Connolly (in Florida) regarding the methodology for collecting of advertising revenues by

Sonobi on behalf of Crowd Shout. Also that same day, Perks (in the Isle of Man) sent an email to

Connolly (in Florida) and Murphy and Lagerstrom attaching a Maltese legal opinion regarding the

Stock Transfer Agreement.

346. On January 30, 2015, ICL (via Perks in the Isle of Man) sent communications to

Connolly and Digital (in Florida), informing those involved in the Kansas I Litigation to “resist

discovery” in the Kansas I Litigation.

347. On or around February 4, 2015, ICL (via Perks in the Isle of Man) engaged in various

email exchanges with Sonobi (in Florida) and its contract worker, Gaugler (in Kansas), regarding

Crowd Shout’s revenues. That same day, ICL (via Perks in the Isle of Man) organized a call with

Connolly (in Florida) regarding the same subject matter.

348. Also on February 4, 2015, non-party Scott Behrman (“Behrman”), a certified public

accountant in Kansas, released a financial audit of payments made by Crowd Shout to Westmark

against the terms of the Consulting Agreement - an update of the Consulting Audit undertaken by

McClymont in July 2013 - brought current through December 31, 2014 (the “Behrman Audit”).

349. According to the Behrman Audit, as of December 31, 2014, Westmark was owed over

$700,000 in earned but unpaid consulting fees.

350. Had I-Cap, on behalf of Crowd Shout paid Westmark instead of the unauthorized I-

Cap fees, then Murphy could have avoided the foreclosure on his residence.

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 351. In early February 2014, Behrman also released a report of payments from Crowd Shout

to the RH Trust towards the RH Notes and found that as of September 29, 2014, the balance on the RH

Notes was $270,503.

352. On February 6, 2015, the first court sitting occurred in the Kansas I Litigation.

Connolly and other members of the Control Group making decisions purportedly on behalf of “Crowd

Shout” sought the appointment of a receiver over the Website, along with an injunction against

Murphy. It was proposed by Kraft that Gaugler - who prevented Murphy’s access by hacking into the

OVH Account - be appointed as the “neutral” receiver. At the hearing and after hearing oral arguments

from both sides, the relief requested by those acting in the name of Crowd Shout was denied from the

bench by the Honorable Kevin P. Moriarty, Chief Judge of the Tenth Judicial District of Johnson

County Kansas.

353. Judge Moriarty ordered that Gaugler - who is Sonobi’s contract worker and who was

present in the gallery that day and who had dialogue directly with his Honor - turn over the “login and

passwords” used in the operation of the Website to Murphy. To this day, neither Sonobi, nor Gaugler,

Connolly or any member of the Control Group have complied with this order, nor any of the identical

orders later re-iterated by the Honorable Paul C. Gurney in the Kansas I Litigation.

354. On or around February 6, 2015, ICL (via Perks in the Isle of Man) engaged in an email

exchange with Connolly (in Florida) arranging a telephone discussion regarding the outcome of the

initial court sitting in the Kansas I Litigation.

355. On information and belief and as a result of the failed attempt to appoint Gaugler as

the receiver over the Website, thereafter Connolly (in Florida), Neeld , Hepting ), Lagerstrom, Gaugler

(in Kansas and Florida) and one or more of the Manx Directors (in the Isle of Man) and occasionally

Baxter (in Malta) would participate in periodic telephone conference calls (the “Periodic Calls”),

which would occur weekly to monthly and with the subject matters of the Periodic Calls including, but

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not limited to, (i) legal strategy in the Kansas I Litigation; (ii) unwinding of the Settlement; (iii) Rogina;

(iv) the Pledge; (v) usurping control of the Website; (vii) contacting creditors of Murphy; (viii)

contacting trade vendors of Crowd Shout; (ix) obtaining the whereabouts and background information

on Murphy; (x) the distribution of money in bank accounts in the name of Crowd Shout in the Isle of

Man; (xi) the hiring of law firms (including Bridson) to file an unauthorized Manx claim against

Murphy; (xii) settlement offers to be furnished to Murphy; (xiii) hiring of private investigators to find

and track Murphy’s whereabouts; (xiv) other lawsuits to be filed against Murphy; (xv) the Joint

Defense Agreement (the “JDA”) which most Defendants received various copies of in the Fall of 2016;

(xvi) the login and password to the dashboard for the Crowd Shout publisher account with Sonobi, as

detailed in the AMSA (the “Sonobi Credentials”); and (xvii) resistance of information provided

through the discovery process.

356. Despite Judge Moriarty’s ruling, Connolly continued to refuse to provide the Sonobi

Credentials and the login and passwords to the OVH Account to facilitate transparency of the

monetization of the Website. Connolly, Thomas, Contech, Sonobi and other members of the Control

Group refused to provide un-truncated financial information about the Website.

357. On or around February 17, 2015, ICL (in the Isle of Man) reviewed a letter from

Sonobi’s legal counsel to Murphy, and then contacted Connolly (in Florida) and provided ICL’s input

on the letter to Murphy. That same day and unrelated, Techbiz implemented a change to the name

servers used by the Website, due to the fact that a highly-reputable competitor to Sonobi (Ezoic)

represented in writing that it would monetize the Website and earn for the publisher (Crowd Shout)

over $100,000 per month - around triple the advertising revenues then being earned by the Website

and controlled by Sonobi via Gaugler.

358. On February 18, 2015 and after discussing the name server change on the Website with

Perks (in the Isle of Man) and Digital (in Florida), Kraft Law sent a letter to Murphy’s legal counsel,

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asserting the change made by Murphy to implement Ezoic on the Website violated the orders of the

Kansas court from February 5, 2015 and demanded the change implementing Ezoic be undone

immediately. The letter was also sent to Sonobi’s contractor (Gaugler) and Perks in the Isle of Man.

359. On or around February 27, 2015, ICML (in Malta) sent an email to Connolly (in

Florida) seeking a banking reference for Digital (in Florida), believed to be needed for ICML to provide

corporate services to Digital.

360. On March 17, 2015, ICL (in the Isle of Man) exchanged emails with Connolly (in

Florida) regarding (i) Crowd Shout’s advertising income; and (ii) legal strategy and projected legal

costs for the Kansas I Litigation. Also on March 17, 2015, ICL (in the Isle of Man) and Connolly (in

Florida) exchanged emails regarding legal strategy in the Kansas I Litigation.

361. A week later, on March 24, 2015, ICL (from the Isle of Man) engaged in a telephone

conference with Connolly (in Florida); Kraft and Lagerstrom; and Hepting regarding the Kansas I

Litigation.

362. After the March 24, 2015 telephone conference, ICL (in the Isle of Man) emailed

Connolly (in Florida) information on the PayPal Account, which Connolly would later unilaterally

close against the orders of the Kansas court.

363. On April 30, 2015 when the Kansas court denied a request for appointment of a receiver

over the PayPal Account and which ICL (in the Isle of Man) sent information about to Connolly (in

Florida) a week earlier, Connolly (in Florida) went forum shopping.

364. On May 12, 2015, Kraft, with the authority, knowledge, assistance and/or consent of

I-Cap and Connolly, among others, held a teleconference with Halsall regarding legal strategy for a

second court action then in the works against certain Plaintiffs and Rogina (then Murphy’s spouse), to

be filed in the Isle of Man.

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 365. On May 22, 2015, Connolly (from Florida), amongst other members of the Control

Group, instructed Perks and/or Halsall (in the Isle of Man) to file a claim in the Isle of Man against

GCMH and Murphy, along with Murphy’s then wife, under the guise of authority of Crowd Shout and

Holdings, together the claimants in that claim (“Manx Litigation”). The topic of whether or not to

engage Bridson to file the Manx Litigation and the use of Ganado was specifically discussed on the

Periodic Calls in May 2015.

366. Though a defendant in the Manx Litigation, and an indispensable one for the

declaratory relief sought, Digital (from Florida) directs Bridson (in the Isle of Man) who advocates on

behalf of the claimants (purportedly Crowd Shout and Holdings) in the Manx Litigation.

367. Through his employ with Bridson and to this day, Halsall masquerades as a legal

representative and under the guise of authority of Crowd Shout and Holdings in the Isle of Man - which

consists mainly of instructions from Digital (in Florida).

368. On June 8, 2015 and in open court, the Honorable Judge Paul C. Gurney ordered those

involved in the Kansas I Litigation not to change password or login information without consultation

and agreement between both parties, and that unilateral change, without consultation, will subject a

party to a finding of contempt (the “Gurney Order”).

369. Shortly after the Gurney Order was announced by the court, the Gurney Order was

communicated by Kraft (in Kansas) to Connolly (in Florida) and ICL (in the Isle of Man).

370. A few weeks later on June 22, 2015, Connolly ignored the Gurney Order, and had

Kurak inform Kraft, via formal letter, that Connolly unilaterally closed the PayPal Account, prompting

Kraft Law to later inform the other parties in the Kansas I Litigation of Connolly’s decision on July 7,

2015.

371. In July 2015, Connolly (from Florida), Gaugler (as Sonobi’s contractor in Kansas) and

Perks (from the Isle of Man) all worked together on the closure of the PayPal Account, the formation

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of a new PayPal Account in the Isle of Man and linked to Perks (in the Isle of Man) versus Connolly

(in Florida) where future subscription revenues from the Website would be deposited (in the Isle of

Man and controlled by Perks).

372. Connolly’s unilateral closure of the PayPal Account had the direct result of causing all

of the subscription revenue being earned by the Website (estimated at $1,500 per month) to be

completely eliminated.

373. Shortly thereafter, a new PayPal account was formed by Perks in the Isle of Man, as a

result of Connolly closing the PayPal Account from Florida. Afterwards, Gaugler (as Sonobi’s

contractor) modified the source code of the Website so that future subscription revenues generated by

the Website would be deposited in the new PayPal account linked to Perks in the Isle of Man.

374. On July 15, 2015, GCMH moved the Kansas court for an Order to show cause relating

to Connolly’s closure of the PayPal Account (the “Show Cause Motion”). In the Show Cause Motion,

GCMH asserted, amongst other things, that Connolly and the Control Group had taken for itself the

result that the Court refused to provide in the hearing on appointment of a receiver from April 30, 2015.

375. On July 21, 2015, Kraft and Kurak (both whom maintain an attorney-client privilege

with Connolly) held a teleconference regarding Sonobi.

376. A week thereafter on July 28, 2015, Kurak sent a letter to Kraft informing Kraft of the

termination of the Sonobi account with Crowd Shout, unless Murphy and GCMH signed a global

release drafted by Kurak, which would fully release Connolly, Thomas, Contech and Digital from any

and all liability relating to Crowd Shout.

377. On or around July 30, 2015, Baxter (from Malta) and Cannell (from the Isle of Man),

signed a second Declaration of Nominee Status (the “Second Declaration”), and then furnished a copy

to Digital via Connolly and Kurak in Florida.

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 378. Also that same day, Gaugler (at the instruction of Perks from the Isle of Man, taking

instruction from Connolly in Florida) made unilateral source code modifications to the Website in

violation of the Gurney Order. Consequently, traffic to the Website dropped 61.7% on July 30.

379. On or around August 18, 2015 and at the instruction from Connolly (in Florida), Baxter

(in Malta) telephoned the MFSA for the specific purpose of thwarting GCMH’s Maltese attorneys from

registering the Form K, evidencing the Stock Transfer Agreement with the MFSA.

380. On or around August 2015, due to the fact Murphy and GCMH were unwilling to sign

a global release as drafted by Kurak, Sonobi wrongfully and unlawfully unilaterally terminated the

AMSA with Crowd Shout as part of Digital’s and others collaborative scheme to prevent Murphy from

discovering and accessing daily impression, click and revenue data for the Website by withholding the

Sonobi Credentials. Despite repeated requests for the Sonobi Credentials throughout 2015, neither

Contech, Sonobi, Connolly, Gaugler or any member of the Control Group ever furnished the Sonobi

Credentials to Murphy, Westmark or Techbiz. Doing so would have permitted Murphy to verify the

revenues that Sonobi was indirectly reporting to the Kansas court and even more importantly, provide

data in further support of the Revenue Manipulation as practiced by Connolly and Sonobi to Crowd

Shout’s ultimate detriment.

381. Defendants, among others, authorized, had knowledge of, assisted with and/or

consented to the termination of the AMSA with Crowd Shout by Sonobi despite the fact that doing so

was adverse to Crowd Shout’s as well as Plaintiffs’ interests.

382. In mid-September 2015, Murphy took full operational and financial control of the

Website, prompting the Control Group to take further action against Murphy.

383. Immediately upon Murphy taking control of the Website, the daily advertising revenue

generated from the Website increased to over $3,600 per day (amounting to over $100,000 per month)

- a threefold increase in the pre-takeover revenue levels for the Website.

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 384. Thereafter, Connolly and other members of the Control Group sought another

injunction against Murphy and to have the presiding judge in the Kansas I Litigation order Murphy to

roll back the changes Murphy made to the Website.

385. Upon information and belief, the Periodic Calls in August and September of 2015

consisted of (i) whether to engage Ganado to file court action(s) against Murphy and/or GCMH in

Malta; (ii) engaging separate legal counsel for Holdings and Herne for any court actions to be filed in

Malta; (iii) Baxter contacting the MFSA regarding forms being registered by Murphy; (iv) the firing

of Kraft Law and the hiring of new legal counsel in the Kansas I Litigation; (v) Murphy’s takeover of

the technical and financial operations of the Website; (vii) filing an injunction against Murphy in

Kansas; (viii) the engagement of non-party Dr. Adrian L. Camilleri (“Camilleri”) by Herne; (ix)

Neeld’s upcoming deposition in the Kansas I Litigation; (x) Perks’ upcoming deposition as plaintiff’s

corporate designee in the Kansas I Litigation.

386. On or around September 22, 2015 and at the direction of Digital (via Connolly in

Florida), Baxter (in Malta), acting as Digital’s “special mandatory” and registered fiduciary in Malta,

took action to file two (2) court claims against Holdings and GCMH in Malta (the “Malta Litigation”).

In the weeks leading up to the filing of the Malta Litigation, Baxter (on behalf of ICML and as its’

director) and as a purported director of Holdings and as Digital’s special mandatory in Malta, engaged

the legal services of Camilleri, purportedly on behalf of “Holdings”.

387. Upon information and belief, Kraft, with the authority, knowledge, assistance and/or

consent of I-Cap, Connolly and Baxter, among others, held a teleconference with Camilleri regarding

(i) his interest in representing Holdings in the Malta Litigation; (ii) his view on legal strategy to thwart

the Stock Transfer Agreement; and (iii) Camilleri’s willingness to also represent Herne, also a named

defendant in the Malta Litigation.

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 388. At the same time and at all times since the Malta Litigation was filed, Camilleri has

represented the legal interests of both Herne (via instructions from Lagerstrom) and purportedly

Holdings (via instructions from Connolly in Florida) in the Malta Litigation - even though the interest

of Herne and Holdings are misaligned.

389. On December 1, 2015 and at the instruction of Connolly and/or other members of the

Control Group, non-party Adam Gasper (“Gasper”), who replaced Kraft as purported legal counsel

for Crowd Shout in the Kansas I Litigation and maintains an attorney-client relationship with Digital,

sent an email to GoDaddy in order to lock the Website. Cannell and Baxter were copied on the email

to GoDaddy.

390. On December 9 and 10 of 2015, GCMH filed motions in the Kansas I Litigation to

enforce the orders of the Kansas court against Connolly’s attorney Gasper.

Events in Calendar Year 2016

391. On January 15, 2016, the Kansas court granted GCMH’s motions to enforce the Kansas

court orders against Gasper, who was taking instruction from Digital (via Connolly in Florida) amongst

others in the Control Group.

392. At the direction of and/or with the authority, knowledge, assistance and/or consent of

Perks (via I-Cap in the Isle of Man), Connolly (in Florida), Gaugler, Kraft and Gasper, among others

and at various times throughout 2015, violated Court orders in the Kansas I Litigation and specifically,

the Gurney Order.

393. Later that same month, Connolly and the Control Group elected to pursue an

application for judgment in default against GCMH and Murphy in the Manx Litigation, which was

filed by Bridson (in the Isle of Man) and sent by Bridson (in the Isle of Man) to Murphy (at that time

in Florida).

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 394. On February 3, 2016, GCMH contacted Camilleri (in Malta) to demand Camilleri

discontinue his involvement in the Malta Litigation.

395. Camilleri ignored GCMH’s demand and continues to masquerade as the advocate for

“Holdings” in Malta to this day - while really representing the legal interest of Lagerstrom and

Connolly (in Florida), amongst others within the Control Group and Defendants herein.

396. Starting in February 2016 and continuing for around four (4) months thereafter,

Connolly and ICL was involved in attempting to coerce Murphy’s now ex-wife, to assist in wrestling

control of the Website from Murphy.

397. In April 2016, Baxter, on behalf of ICML (from Malta) prepared a statement of

invoices for GCMH (in Florida) for services in 2014 and 2015 that were never furnished. The

statement to GCMH from ICML dated April 14, 2016 was sent to Murphy in Florida for payment of

over 17,000 euros.

398. On May 19, 2016, an ex parte hearing occurred in the Manx Litigation and a “Penal

Notice” was issued against GCMH and Murphy (the “Penal Notice”).

399. Upon relocating to Florida that same month, Murphy (from Florida) received

communication from Bridson (from the Isle of Man) regarding notice of and his compliance with the

Penal Notice.

400. As a result of the restrictions set forth in the Penal Notice, the Website went offline on

May 21, 2016 and has remained offline since.

401. On June 2, 2016, Bridson (in the Isle of Man) appeared in court and at the request of

Connolly (in Florida) and others in the Control Group to have the Penal Notice continued to the

conclusion of the trial in the Manx Litigation and not extinguished and the Manx court granted the

relief sought. At this time, Murphy had relocated to Florida.

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 402. On September 15, 2016, GCMH, Techbiz, Westmark and Murphy filed suit against I-

Cap, ICML, ICL, Perks, Connolly, Thomas and others in Johnson County, Kansas. (“Kansas II

Litigation”). Within a month of the filing of the Kansas II Litigation, Connolly, Thomas and other

Defendants, along with other non-party co-conspirators, entered into the JDA.

403. Thereafter, Neeld started inquiring about acquiring judgments that had been entered

against Murphy to use as leverage and as claims in an involuntary bankruptcy action against Murphy,

should such become necessary.

404. Upon information and belief, the JDA was created by attorneys in Kansas and/or

Florida and was shared with I-Cap. Thereafter, the language and intent of the JDA was negotiated,

and it is believed I-Cap (from the Isle of Man and Malta) advocated for strong resistance to any

discovery efforts by the Plaintiffs to Kurak and others in Florida.

405. The Periodic Calls occurring during this timeframe involved discussions centered

around: (i) contacting known creditors of Murphy; (ii) the upcoming court sitting on November 4 in

the Isle of Man and strategy related thereto; (iii) the legal strategy in the Kansas I Litigation; (iv) the

legal strategy in the Kansas II Litigation; and (iv) legal strategy related to the Malta Litigation.

406. From the time Bridson filed an application for judgment in default against Murphy and

GCMH in January 2016 and for the remainder of the year, Bridson (from the Isle of Man) engaged in

systematic and ongoing email communications with Murphy (in Florida) relating to the dispute

involving Crowd Shout and Holdings.

407. On December 5, 2016, an application to issue a commission and subpoena duces tecum

for the videotaped deposition of Connolly (the “Connolly Subpoena”) was filed in the Kansas I

Litigation.

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 408. In late December 2016, Digital (from Florida) instructed its attorney in Malta to file

affidavits on behalf of Baxter (in Malta), Perks (in the Isle of Man), Cannell (in the Isle of Man),

Lagerstrom and others (the “Malta Affidavits”) in the Malta Litigation.

409. On or around December 28, 2016, the Malta Affidavits were filed in the Malta

Litigation, and a copy was furnished by Digital’s special mandatory (Baxter from Malta) to Murphy in

Florida.

410. In the Malta Affidavits, Baxter and some of the other Manx Directors assert that in

November 2014, ICML was the sole shareholder of Holdings.

Events in Calendar Year 2017

411. The Periodic Calls during this timeframe included discussions relating to (i) the

Connolly Subpoena; (ii) the acquisition of judgments against Murphy by Connolly; (iii) Connolly’s

strategy to file suit against Murphy in Florida to avert the Connolly Subpoena; (iv) misappropriation

of money by Perks belonging to Crowd Shout ; and (v) the legal strategy for the upcoming court sitting

in the Malta Litigation.

412. On or around January 27, 2017, I-Cap (from the Isle of Man) sent communication to

both Connolly and Murphy (both in Florida) about a letter Baxter (in Malta) had received from Cannell

(in the Isle of Man) regarding the misappropriation of Crowd Shout funds (the “Admission Letter”),

a copy of which was included in the communication.

413. In the Admission Letter, Cannell concedes that after further investigation, that

Murphy’s accusation that Perks had personally taken funds belonging to Crowd Shout out of Crowd

Shout’s bank account iwithout any reimbursement is in fact, the truth.

414. On September 5, 2017 and unknown to Murphy, an involuntary bankruptcy petition

was initiated by Digital and another entity wholly owned by both Connolly and Thomas, against

Murphy in the Middle District of Florida (the “Involuntary Bankruptcy”).

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 415. At all times since its filing, Connolly and Thomas have controlled the Involuntary

Bankruptcy.

416. Signed under penalty of perjury, the petition in the Involuntary Bankruptcy contained

omissions regarding the transfer of claims, known by Connolly and his attorney at Cobb Cole who

signed the petition (Kelly Parsons Kwiatek) to be patently false at the time the petition was signed.

417. The acquiring of judgments entered against Murphy was a wrongful and unlawful

collaborative scheme by Connolly, Thomas, along with other member of the Control Group, to force

the Involuntary Bankruptcy in an effort to stay all domestic litigation, prevent the discovery of

damaging documents in the Kansas I Litigation including evidence of Revenue Manipulation by

Sonobi and cancel the April 14, 2018 trial setting in the Kansas II Litigation.

418. I-Cap’s breach of the Distribution Agreement was the direct cause for the

commencement of the Involuntary Bankruptcy against Murphy.

419. Later in September 2017, Murphy filed a motion to dismiss the Involuntary

Bankruptcy, asserting a bona fide dispute existed as to the amount owed by Crowd Shout on the $200K

Note and that the Involuntary Bankruptcy was commenced by Digital in bad faith to further delay and

avoid compliance with the Connolly Subpoena, among other ill motives.

420. On October 9, 2017, ICML (via Baxter from Malta) contacted Kurak (in Florida) for

legal advice for “Crowd Shout” (presumably under the Engagement Letter) in the Involuntary

Bankruptcy, as Baxter desired to have “Crowd Shout” join the Involuntary Bankruptcy as a petitioning

creditor alongside Digital.

421. On November 16, 2017, I-Cap (via Cannell from the Isle of Man) sent communications

to Connolly and Digital’s attorneys (in Florida), Perry (in the Isle of Man), Baxter (in Malta) regarding

the Manx Litigation and the Involuntary Bankruptcy.

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Events in Calendar Year 2018

422. In early 2018, Bridson (from the Isle of Man) repeatedly contacted Murphy (in Florida)

regarding Crowd Shout, the $200K Note and the Manx Litigation.

423. The Periodic Calls during this timeframe included discussions relating to (i) subpoenas

received by Lagerstrom, Hepting, Gaugler, Cannell and Neeld in the Involuntary Bankruptcy and their

strategy for dealing with the same; (ii) whether to have “Crowd Shout” and/or Lagerstrom join the

Involuntary Bankruptcy as a petitioning creditor; (iii) the cross-examination of Baxter in the Malta

Litigation; (iv) the upcoming court sitting in the Manx Litigation.

424. Digital and Sonobi, along with I-Cap among others, have received Crowd Shout funds

or directed where those funds be spent, which should have been paid to Westmark and Techbiz,

consistent with the New Operating Budget from November 2014.

425. All actions, including legal action, that have been brought under the guise of authority

of Crowd Shout is a disguised attempt by the Defendants, among others, to usurp control of the Website

and its’ revenue stream from Plaintiffs, procure a breach of the Settlement - including the agreements

comprising same, procure a breach of the consulting agreements, procure a breach of the Digital Notes

in which Murphy is a personal guarantor, to cause I-Cap to rescind their Resignation Letter, to procure

a breach by I-Cap to provide the I-Cap Services to Crowd Shout and Holdings in which GCMH is a

controlling shareholder and business relationship, to prevent the Claim from being pursued and to

prevent the uncovering of misappropriation of Crowd Shout funds by Connolly and Thomas, along

with I-Cap and other non-parties to this action.

COUNT I - INJUNCTIVE RELIEF

(Defendants Connolly, Thomas, CIG, Digital, Digitech, Contech and Sonobi)

426. Plaintiffs incorporate herein by reference all preceding paragraphs.

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 427. As used in Count I, the term “Defendants” shall refer to Connolly, Thomas, CIG,

Digital, Digitech, Contech and Sonobi.

428. On or around August 10, 2012, Crowd Shout entered all four (4) of the Noncompete

Agreements - one with Connolly, one with Thomas, one with CIG and one with Digital. All of the

Noncompete Agreements were drafted by Kurak and pursuant to Section 8, are governed by Florida

law. A copy of the Noncompete Agreements is attached as “Exhibit A” (24 pages).

429. Section 4(a)(ii)(B) and (C) of the Noncompete Agreements disallow Connolly,

Thomas, CIG or Digital from directly or indirectly employ or otherwise induce or interfere with the

business or employment relationship between Crowd Shout and any employee, supplier or other

business entity of Crowd Shout.

430. Both Connolly and Thomas knew that Gaugler was originally hired by Murphy at

Westmark and through Gaugler’s employ at Westmark, Gaugler was a supplier of services to Crowd

Shout.

431. At some point in 2014, Murphy first learned from Neeld that Gaugler had been hired

by Connolly to perform work for Sonobi. Based on this information, Crowd Shout included Connolly’s

solicitation and hiring of Gaugler to work on various projects of Sonobi as one of the claims Crowd

Shout was seeking indemnification on and as detailed in the Claim.

432. On February 5, 2015 and at the initial court sitting in the Kansas I Litigation, Gaugler

testified that Crowd Shout was his “boss” and confirming the employer-employee relationship between

the two.

433. On March 6, 2018, Crowd Shout obtained written confirmation for the first time that,

in fact, by at least July 8, 2014, Gaugler was working for Contech, which was later acquired by or

merged with Sonobi in August 2015.

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 434. Sometime in May 2014, Gaugler was hired by Connolly as an independent contractor

of Sonobi.

435. Connolly’s indirect hiring of Gaugler as an independent contractor is in direct violation

of Section 4(a)(2)(B) of the NNNA between himself and Crowd Shout and Crowd Shout (through its

director Murphy) only learned of this fact almost four (4) years later in Gaugler’s deposition and well

after the Penal Notice was already in place.

436. Connolly - the CEO of Sonobi - has breached the NNNA between himself and Crowd

Shout by soliciting and hiring Gaugler as an independent contractor in May 2014.

437. The NNNA specifically entities Crowd Shout to remedies, including not only damages

from Connolly (per Section 5(a) of the NNNA), but also the right to obtain injunctive or other equitable

relief to restrain any breach. Such rights are cumulative and not alternative.

438. Despite the fact that Crowd Shout provided Defendants with a timely cease and desist

with respect to Gaugler’s employ through Contech via the Claim and within the prescribed three (3)

year period governing the Noncompete Agreements, the result was that Defendants, amongst others,

usurped the legal standing of Crowd Shout two (2) months later, which blocked any attempt by Crowd

Shout to seek the relief sought herein until the filing of this Complaint, necessary due to the potential

loss of claims asserted by Plaintiffs due to statute of limitations in this state.

WHEREFORE, Plaintiff Crowd Shout prays the Court grant it judgment under Count I of this

Complaint against Defendants for issuance of temporary and permanent injunctions enjoining and

preventing the Defendants from directly or indirectly hiring Gaugler and to cease any present

employment relationship of any kind and any other relief that this Court may find just and equitable.

COUNT II - TORTIOUS INTERFERENCE

WITH CONTRACTUAL AND BUSINESS RELATIONSHIPS
(All Defendants except Gaugler)

439. Plaintiffs incorporate herein by reference all preceding paragraphs.

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 440. As used in Count II, the term “Defendants” shall refer to all named Defendants except

Gaugler.

441. Plaintiffs had multiple business relationships and valid contracts with, among others,

Digital, CIG, Contech and Sonobi as a result of the formation of the Crowd Shout Structure, the

subsequent acquisition of the Website and the Settlement.

442. Plaintiffs had business relationships and/or valid contracts with, among others,

Holdings, Crowd Shout, Lagerstrom, Hepting, Mary Hepting through the Mary Hepting Revocable

Trust, Hepting through the RH Trust, Herne, Julianne through JayHusk and the Julianne Lagerstrom

Revocable Trust, Digital and I-Cap through their wholly own subsidiaries, ICL and ICML and Voxa

in which Plaintiffs had rights.

443. A business relationship existed between Murphy, through GCMH and NetLeads

Holdings and NetLeads and I-Cap. ICL furnished corporate trust and fiduciary services to Crowd

Shout and NetLeads, while ICML furnished corporate trust and fiduciary services to Holdings,

NetLeads Holdings and GCMH. Murphy was I-Cap’s client via his sole ownership in GCMH.

444. Plaintiffs Murphy and Westmark had an attorney-client relationship with Neeld.

445. Crowd Shout and Holdings had business relationships with and/or valid contracts with

Plaintiffs, Connolly, CIG, Digital, Sonobi, Contech, Ezoic, Holdings, Lagerstrom, Hepting, Mary

Hepting through the Mary Hepting Revocable Trust, Hepting through the RH Trust, Herne, Julianne

through JayHusk and the Julianne Lagerstrom Revocable Trust, I-Cap and representatives of I-Cap,

through their wholly owned subsidiaries, ICL and ICML.

446. Defendants I-Cap, ICL, ICML, Perks, Cannell, Perry and Dawson (the “I-Cap

Defendants”) entered into agreements to provide corporate trust and fiduciary services to Crowd

Shout, Holdings, Murphy and GCMHI-Cap Defendants, as fiduciaries, owed a separate duty to Murphy

and GCMH apart from duties they owed to Crowd Shout and Holdings.

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 447. I-Cap Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

448. I-Cap Defendants conspired with the other shareholders, among others, and engaged in

wrongful and unlawful action adverse to the interests of Murphy and GCMH.

449. Defendants had knowledge of these business relationships and contracts.

450. Defendants’ intentional and unjustified interference with Plaintiffs’ business

relationships and contracts resulted in damages to Plaintiffs.

451. Defendants' participation in, aid and assistance, authorization of, knowledge of,

agreement to and/or consent to commence efforts to wrongfully and unlawfully interfere with these

said business relationships and/or contracts, individually and/or through their legal counsel and/or

agents, and with other non-parties, include, but are not limited to:

Interference with Crowd Shout’s Operating Budget and Distribution Agreement

a) Made payments to noteholders (such as Jayhusk, RH Trust, MH Trust) in contravention

of the Operating Budget and Distribution Agreement authorized and approved by the shareholders and

ultimate beneficial owners of Crowd Shout and as later modified by the Settlement and/or

accompanying documents.

b) Pursued unauthorized legal claims in Kansas and the Isle of Man in the name of “Crowd

Shout” and “Holdings”, thereby misappropriating funds and assets of Crowd Shout in derogation of

the Operating Budget and without the authorization of the actual directors of Crowd Shout and

Holdings.

c) Misappropriated Crowd Shout funds that should have been paid towards the $200K

Note, which was backed by the Murphy Guaranty, in derogation of the Operating Budget. Fashioned

and in part, followed or attempted to follow the Voxa Budget in derogation of the Operating Budget

and Distribution Agreement.

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 d) Created and approved a fraudulent invoice after-the-fact in support of Crowd Shout

funds being removed from the PayPal Account without authorization and being paid to Hepting in

derogation of the Operating Budget and Distribution Agreement.

e) Misappropriated Crowd Shout funds to certain Defendants and/or non-parties for their

personal benefit and in derogation of the Operating Budget and Distribution Agreement.

f) Drafted fraudulent documents to cover up unauthorized funds paid from bank accounts

in the name of Crowd Shout to Defendants and/or non-parties, resulting in payments made in

derogation of the Operating Budget and Distribution Agreement.

g) Made false statements concerning the misappropriation of Crowd Shout’s funds in an

effort to cover up the misappropriate of Crowd Shout’s funds.

h) Modified the New Operating Budget in derogation of agreements entitled

“Modification Agreements” executed between Crowd Shout and (i) Jayhusk; (ii) the RH Trust; and

(ii) the Mary Hepting Revocable Trust as part of the Settlement (attached thereto as exhibits C, F and

I, respectively) from November 2014.

i) Modified the Distribution Agreement in derogation of the Modification Agreements

executed between Crowd Shout and various lenders.

Retaining of Unauthorized Legal Counsel Purportedly in the Name of Crowd Shout

j) Retained Kraft to file an unauthorized lawsuit in Kansas purportedly on behalf of

Crowd Shout against Murphy and Westmark to usurp control of the Website and its’ revenue stream

from Murphy as well as to prevent the uncovering of the misappropriation of Crowd Shout funds.

k) Advised Kraft that Murphy no longer held authority to act on behalf of Crowd Shout

despite the fact that GCMH was the majority shareholder in Crowd Shout, I-Cap Defendants had

resigned as directors and a new board of directors had been elected.

l) Initiated litigation against Plaintiffs as well as Rogina (Murphy’s then spouse) in the

Isle of Man and Malta in their efforts to tortuously interfere with business and contractual relationships.

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 m) Made false statements to Murphy’s to Rogina to obtain any information that could be

damaging to Murphy in their efforts to interfere with Plaintiffs’ business and contractual relationships.

n) Engaged Bridson in the Isle of Man to masquerade under the guise of authority of

“Crowd Shout” and “Holdings”, obtain the Penal Notice, wrongfully prohibiting Plaintiffs from,

among other things, operating the Website or pursuing any legal claims on behalf of Crowd Shout or

Holdings or holding themselves out as directors of either Crowd Shout or Holdings.

o) Continued to utilize the law firm of Cobb Cole to represent their interests despite the

fact that Defendants’ interests became adverse to Crowd Shout’s interests and despite the fact that

Defendants entered into a written agreement not to utilize the services of Cobb Cole if the interests

between Defendants and Crowd Shout became adverse.

Interference with the Herne Proxy Agreement

p) Failed to acknowledge and recognize the Proxy, permitting Murphy to speak and vote

for Herne at any meeting of the shareholders of Holdings until the day prior to when the shares in

Holdings held by Herne would be transferred to GCMH.

Interference with the Stock Transfer Agreement

q) Refused to acknowledge and recognize the Stock Transfer Agreement, thereby

interfering with the contractual agreements executed under the Settlement as well as the agreement by

I-Cap to provide corporate trust and fiduciary services to GCMH.

r) Maintained a position contrary to the terms and intent of the Stock Transfer Agreement

that Connolly’s, through Digital, consent was necessary for the stock transfer to occur, thereby

interfering with the contractual agreements executed under the Settlement as well as the agreement by

I-Cap to provide corporate trust and fiduciary services to GCMH, Crowd Shout and Holdings.

s) Improperly claimed authority for Crowd Shout and Holdings by initiating the Manx

Litigation and the Malta Litigation to disrupt the registration process for the transfer of Herne’s 7,500

shares in Holdings to GCMH per the Stock Transfer Agreement.

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 Interference with Crowd Shout’s Indemnification Claim against Digital

t) Engaged in the Revenue Manipulation in an effort to unjustly enrich Digital, CIG,

Connolly and Thomas with monies owed to Crowd Shout that they were not entitled to and interfered

with Murphy’s attempts, on behalf of Crowd Shout, to pursue the Claim, as previously approved,

authorized and mandated by Perks, on behalf of I-Cap, along with other nonparties, in an effort to not

only obtain monies not entitled to, but to attempt to hold Murphy liable pursuant to Murphy’s guarantee

of the Digital Notes.

u) Sent a letter, purportedly from Crowd Shout and on Crowd Shout letterhead after I-

Cap had resigned all services from Crowd Shout, to Digital on January 15, 2015, purporting to confirm

that Crowd Shout was not pursuing the Claim against Digital.

v) Filed the Involuntary Bankruptcy knowing there was a bona fide dispute with Murphy

as to the amount owed by Crowd Shout on the $200K Note, thereby staying all of Plaintiffs’ claims in

Kansas state court and cancelling the April 14, 2018 trial setting, in their efforts to continue to cover

up the misappropriation of Crowd Shout funds, avoid prosecution of the Claim and to interfere with

Plaintiffs’ business and contractual relationships.

Interference with GCMH’s 70% Controlling Share in Holdings

w) Held private shareholder meetings without the knowledge or consent of Murphy

despite knowledge that Murphy, through GCMH, was the 70 percent controlling shareholder of

Holdings and Murphy held the Proxy, allowing Murphy to vote Lagerstrom’s shares in Holdings - the

sole owner of Crowd Shout - pursuant to the Settlement in their efforts to take control of the Website

from Murphy and to cover up the misappropriation of Crowd Shout funds.

Interference with Crowd Shout, Westmark and Murphy’s Claims against Neeld

x) Drafted a fraudulent document months after said documents were purportedly created

in an attempt to absolve Neeld (through his actions via Voxa) of any wrongdoing with respect to claims

Murphy and Westmark had asserted against Neeld.

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 y) Sent a letter, purportedly from Crowd Shout and on Crowd Shout letterhead after I-

Cap had resigned all services from Crowd Shout, to Kraft Law on January 15, 2015, purporting to

confirm that Crowd Shout was not pursuing any of the claims against Neeld, as outlined by Murphy in

the Kraft Letter.

Interference with the Website’s Operations and Revenue

z) Notwithstanding the Resignation Letter, I-Cap failed and refused to surrender the

balance of the assets and corporate records to Crowd Shout, Holdings, GCMH or Murphy in violation

of the Companies Act 2006 in an effort to thwart Crowd Shout and Holdings from being able to utilize

the services of Aston.

aa) Failed to deliver the corporate records and assets to GCMH so that Aston could become

the corporate service provider for Crowd Shout and Holdings and instead, initiated litigation in three

(3) separate jurisdictions, thereby preventing Crowd Shout from confirming and reaching a contract

with Aston.

bb) Exercised authority over Crowd Shout’s business by dealing with creditors, vendors

and advertising partners.

cc) Exerted control over the technical operations of the Website.

dd) Unilaterally changed the login and passwords to all of the servers at OVH within the

OVH Account, thereby removing control of the Website from Murphy in breach of the provisions set

forth in the Settlement and/or the Consulting Agreement.

ee) Ignored Murphy’s cease and desist demands from attempting to log in to any accounts

managed by Plaintiffs and used in the operation of the Website, in Defendants’ quest to usurp control

of the Website from Murphy and in violation of the Settlement and/or the Consulting Agreement.

ff) Disregarded the fact that Murphy, through GCMH’s 70 percent controlling ownership

of Holdings, sole owner of Crowd Shout, had control of the Website pursuant to the Settlement.

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 gg) Redirected all of the emails sent to Murphy’s Crowd Shout email account

(gabriel@crowdshout.com.im) to a hosting email service at 1&1 Internet, thereby rendering Murphy’s

Crowd Shout email account inaccessible by Murphy and accessible to Defendants via Gaugler.

hh) Violated the Gurney Order by closing the PayPal Account, thereby eliminating all the

subscription revenue generated by the Website and deposited into the PayPal Account, at times in 2015

controlled by Murphy and in which payments to the GCMH Note to Crowd Shout were being made.

ii) Violated the Gurney Order and the order of Judge Kevin Moriarty by failing to furnish

the Sonobi Credentials to Murphy, GCMH, Westmark or Techbiz.

jj) Made source code changes to the Website so that all future subscription revenue

generated by the Website would be deposited into the newly established PayPal account that had been

opened in the name of and under the control of Perks in the Isle of Man.

kk) Failed to make payments to OVH on the OVH Account, resulting in all of the servers

previously used in the operation of the Website being taken offline and all of the software used in the

functionality of the Website ultimately being deleted.

ll) Locked Murphy out of assets used in the operation of the Website in January 2015 and

continued so thereafter and in violation of the Gurney Order, while eventually eliminating all revenue

generated by the Website.

mm) Obtained the Penal Notice against Murphy, which directly resulted in the Website

going offline and becoming defunct.

nn) Violated the Gurney Order by wrongfully terminating the AMSA, due to Murphy and

GCMH’s refusal to execute a general release, releasing any and all claims from the beginning of time

against Contech and its shareholders and employees.

oo) Mismanaged the operations of the Website by implementing to malicious

advertisements on the Website while certain Defendants maintained full control of the Website;

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 pp) Unilaterally altering the advertising arrangements for the Website, in violation of the

Gurney Order which interfered with its operation and adversely impacted its financial viability.

qq) Refused to participate in the Court ordered process for the Website by appointing a

third-party neutral to resolve any questions on operation of the website.

rr) Refused to allow their appointed technical advisor to respond to Court ordered

communications about the website operations.

ss) Contacted GoDaddy and interfered with the registration of the domain and other

technical attributes of the website, in violation of the Gurney Order.

Interference with the Consulting Agreement

tt) Contacted Terme Hayempour of Ad Supply in January 2015 and made false statements

to her to attempt to obtain the login and password to the AdSupply account used by Techbiz in the

operation of the Website.

uu) Terminated the Consulting Agreement in breach of the notification provisions set forth

in said agreement and in derogation of the documents comprising the Settlement.

vv) Made false statements related to Voxa being the servicing entity for the Website despite

the fact that Westmark was under contract with Crowd Shout to provide said services on an exclusive

basis.

ww) Failed to make payments to Westmark and later Techbiz on behalf of Crowd Shout as

set out and agreed to in the Consulting Agreement.

xx) Entered into an agreement with Transitional Services, L.L.C. in 2015 - a company

owned by Gaugler - to operate the Website and when Gaugler was a contractor of Sonobi in violation

of the Noncompete Agreements.

Interference with GCMH’s Promissory Note to Crowd Shout

yy) Made source code changes to the Website in July 2015 so that all future subscription

revenue generated by the Website would be deposited into a newly established PayPal account that

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had been opened in the name of Perks and thus, intentionally depriving GCMH from the revenue stream

which was paying off the GCMH Note.

zz) Disregarded the Gurney Order by making unilateral changes to the Website in July

2015, the intent of which was to deprive Murphy access to the subscription revenue generated by the

Website, some of which had been used to paydown the GCMH Note in the past.

aaa) Disregarded the New Operating Budget from November 2014, which called for

payments to be made towards the GCMH Note and made payments to I-Cap, Defendants and their

attorneys and other third-parties not identified in the New Operating Budget.

Interference with Crowd Shout’s Resolutions

bbb) Disavowing the Claims against Digital two (2) months after the Claims were asserted

and which had been approved by some of the Manx Directors in a board meeting of Crowd Shout.

ccc) Disavowing the obligation by I-Cap to register the transfer of the 7,500 shares of

Holdings from Herne to GCMH with the MFSA and instead, intentionally interfering with the

registration of the transfer with the MFSA.

Interference with Holdings’ Resolutions

ddd) Failed to recognize or acknowledge the Proxy, despite the fact that the Proxy was

recognized and approved at the Holdings’ Board Meeting by Perks.

eee) Failed to recognize or acknowledge the transfer of all 7,500 shares held by Herne to

GCMH despite the fact the Stock Transfer Agreement was recognized and approved within the

Holdings’ Board Meeting.

fff) Filed the Pledge with the MFSA after ICML had resigned from all services from

GCMH.

ggg) Telephoned the MFSA in August 2015 to inform them not to register Form T as filed

by GCMH, effectively thwarting the registration of the Stock Transfer Agreement with the MFSA.

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 Interference with the New Operating Budget

hhh) Failed to pay the accrued expenses for services due under the Consulting Agreement

to Westmark and later to Techbiz.

iii) Failed to adhere to the New Operating Budget (formally titled the Deferment &

Irrevocable Distribution of Funds Directive letter) and instead, enriched the Defendants and non-party

co-conspirators with Crowd Shout funds.

Interference with I-Cap’s Agreement to Provide Corporate Trust and

Fiduciary Services to GCMH, Crowd Shout and Holdings
jjj) Perks, along with one or more of the Manx Directors and on behalf of ICL and at the

instruction of Lagerstrom, dissolved NetLeads without the authority, knowledge or consent of Murphy

or GCMH.

kkk) Perks, along with one or more of the Manx Directors and on behalf of ICL and at the

instruction of Lagerstrom, attempted to cover-up the barter of the Kimball Residence for the Kimball

Receivable, as undertaken by Lagerstrom and his wife with the legal assistance of Kraft while

employed at Katz Law.

lll) Perks, along with one or more of the Manx Directors and on behalf of ICL and at the

recommendation or instruction of Lagerstrom, McClymont and/or Gaugler, made payments to Crowd

Shout creditors including JayHusk, the RH Trust, the Mary Hepting Revocable Trust and others instead

of payments towards the $200K Note, which was actually due per the terms of the Distribution

Agreement.

mmm) Perks falsely maintained that the Lagerstrom parties to the Settlement had not received

any direct or indirect payments on the Kimball Receivable.

nnn) Perks, as a director of NetLeads, failed to collect payment on the Kimball Receivable,

even though Perks was the director of the company in which the Kimball Receivable was owed from,

and controlled the bank account of this creditor to NetLeads.

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 ooo) Perks, acting through I-Cap, served as a director over multiple entities associated with

the Crowd Shout Structure, whose interests became adverse, thereby creating a conflict of interest on

behalf of I-Cap and others.

ppp) Perks, acting through I-Cap, terminated I-Cap’s agreement to provide corporate and

fiduciary services to GCMH, with immediate effect, in derogation of the notice provisions.

Interference with Murphy’s Ownership of Voxa

qqq) Perks, as an employee through I-Cap, Connolly and Thomas, authorized the unlawful

termination of Murphy from Voxa despite the fact it was previously agreed that Voxa was to be held

in trust for Murphy.

452. All of Defendants’ actions as set out in the above paragraphs, were intended to induce

or otherwise cause those individuals and/or entities with existing and potential contractual and business

relationships with Plaintiffs not to enter into, or not to continue their contractual or business

relationships, or to breach or terminate their contractual obligations and/or business relationships with

Plaintiffs, were without justification or privilege, have resulted and to continue to result in damages to

Plaintiffs and, thus, constitutes intentional interference with the Plaintiffs’ contractual and business

relationships with others.

453. Each separate Plaintiff is a party to these contractual and business relationships that

was tortuously interfered with.

454. The harm suffered by Plaintiffs Murphy and GCMH as a result of Defendants’ tortuous

acts was a direct harm to Murphy and GCMH.

455. The injuries suffered by Plaintiffs Murphy and GCMH were not suffered by the other

shareholders and said injuries were separate and distinct from the other shareholders.

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 456. But for Defendants’ conduct described above, Plaintiffs were reasonably certain to

have continued with their contractual and business relationships and potential contractual and business

relationships.

WHEREFORE, Plaintiffs pray the Court grant them judgment under Count II of this

Complaint against Defendants for tortious interference with contractual and business relationships in

a sum greater than $75,000, plus prejudgment interest, plus post judgment interest, plus attorney fees

and costs, and for such other and further relief as the Court deems just and equitable.

COUNT III - TORTIOUS INTERFERENCE WITH

ADVANTAGEOUS BUSINESS RELATIONSHIPS
(All Defendants except Gaugler)

457. Plaintiffs incorporate herein by reference all preceding paragraphs.

458. As used in Count III, the term “Defendants” shall refer to all named Defendants except

Gaugler.

459. The I-Cap Defendants entered into agreements to provide corporate trust and fiduciary

services to Crowd Shout, Holdings, Murphy and GCMH.

460. I-Cap Defendants, as fiduciaries, owed a separate duty to Murphy and GCMH apart

from duties they owed to Crowd Shout and Holdings.

461. I-Cap Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

462. I-Cap Defendants conspired with the other shareholders, among others, and engaged in

wrongful and unlawful action adverse to the interests of Murphy and GCMH.

463. A business relationship existed between Crowd Shout, Holdings and Plaintiffs under

which Plaintiffs had rights.

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 464. A business relationship existed between Crowd Shout, Holdings and Digital, CIG,

Contech, Sonobi, I-Cap, Perks, ICL, ICML, Connolly and Thomas in which Crowd Shout and Holdings

had rights.

465. A business relationship existed between Plaintiffs and Lagerstrom, Mary Hepting

through the Mary Hepting Revocable Trust, Hepting, individually and through the RH Trust, Herne,

Julianne via JayHusk and the Julianne Lagerstrom Revocable Trust, Digital and I-Cap through their

wholly own subsidiaries, ICL and ICML, and Voxa under which Plaintiffs had rights.

466. Plaintiffs Murphy and Westmark had an attorney-client relationship with Neeld.

467. A business relationship existed between Murphy, through GCMH and NetLeads

Holdings and NetLeads and I-Cap. ICL furnished corporate trust and fiduciary services to Crowd

Shout and NetLeads, while ICML furnished corporate trust and fiduciary services to Holdings,

NetLeads Holdings and GCMH. Murphy was I-Cap’s client via his sole ownership in GCMH.

468. Defendants had knowledge of the business relationships identified in the preceding

paragraphs.

469. Defendants, as third parties, intentionally and unjustifiably interfered with one or more

of the business relationships between Plaintiffs and Crowd Shout and Holdings.

470. Defendants, as third parties, intentionally and unjustifiably interfered with the business

relationships between Plaintiffs and Lagerstrom, Mary Hepting through the Mary Hepting Revocable

Trust, Hepting, individually and through the RH Trust, Herne, Digital, Julianne via JayHusk and

through the Julianne Lagerstrom Revocable Trust; Neeld via Voxa, between Murphy through GCMH

and NetLeads Holdings and Holdings and Murphy and GCMH and the I-Cap entities.

471. Plaintiffs suffered damages as a result of the intentional and unjustified interference

with the business relationships between Plaintiffs and Crowd Shout and Holdings.

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 472. Plaintiffs suffered damages as a result of the intentional and unjustified interference

with the business relationships between Plaintiffs and Lagerstrom, Mary Hepting through the Mary

Hepting Revocable Trust, Hepting, individually and through the RH Trust, Herne, Digital, Julianne via

JayHusk and the Julianne Lagerstrom Revocable Trust, Neeld via Voxa, between and Murphy through

GCMH and NetLeads Holdings and Holdings and Murphy and GCMH and the I-Cap entities.

473. The intentional and unjustified interference include those actions, but are not limited

to, as found in ¶451 above, including all subparts.

474. The harm suffered by Plaintiffs Murphy and GCMH as a result of Defendants’ tortuous

acts was a direct harm to Murphy and GCMH.

475. The injuries suffered by Plaintiffs Murphy and GCMH were not suffered by the other

shareholders and said injuries were separate and distinct from the other shareholders.

WHEREFORE, Plaintiffs pray the Court grant them judgment under Count III of this

Complaint against Defendants for tortious interference with advantageous business relationships in a

sum greater than $75,000.00, plus prejudgment interest, plus post judgment interest, plus attorney

fees and costs, and for such other and further relief as the Court deems just and equitable.

COUNT IV – BREACH OF FIDUCIARY DUTY

(Defendants Perks, Cannell, Perry, Dawson, Baxter, I-Cap, ICL and ICML)

476. Plaintiffs incorporate herein by reference all preceding paragraphs.

477. As used in Count IV, “Defendants” shall refer to Defendants Perks, Cannell, Perry,

Dawson, I-Cap, ICL and ICML.

478. The three (3) page engagement letter from I-Cap dated February 19, 2013 outlines the

fiduciary services provided by I-Cap and specifically through “subsidiaries, associated or affiliated

entities of I-Cap from time to time” - such as in the case of ICL (in the Isle of Man) and ICML (in

Malta). A copy of I-Cap’s terms and conditions from February 2013 is attached as “Exhibit B” (20

pages).

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 479. I-Cap furnished fiduciary and corporate trust services to, among others, GCMH, Crowd

Shout, Holdings, NetLeads and NetLeads Holdings (the “Entities”).

480. Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

481. Defendants conspired with the other shareholders, among others, and engaged in

wrongful and unlawful action adverse to the interests of Murphy and GCMH.

482. I-Cap used Crowd Shout funds to pay I-Cap for its fees in relation to the formation of

Nonsuch (beneficially owned by Katz), Desert (solely owned by Neeld) and NG Holdings (solely

owned by Gaugler).

483. I-Cap agreed to provide corporate trust and fiduciary services to these Entities.

484. The beneficial owners of these Entities in the United States placed their trust and

confidence in Perks and I-Cap to handle the Entities’ financial affairs and business in a foreign land,

based on the representations made by one or more of the Manx Directors.

485. In the agreement between I-Cap and the Entities’ beneficial owners, I-Cap promised

that it and its employees would refrain from conflicts of interest, would dispatch their duties with

loyalty to the entity and its beneficial owners, would administer the Entities with the utmost care and

in line with the Operating Budget and Distribution Agreement.

486. Pursuant to the agreements and or corporate law in the Isle of Man and Malta, the

Defendants had a fiduciary obligation to the Entities with regard to the actions and activities and

business of Crowd Shout and Net Leads.

487. In their capacities as director(s) for one or more of the Entities and through their employ

with I-Cap, Perks and other Manx Directors, along with Baxter, assumed a fiduciary relationship with

one or more of the Entities at various times from August 2012 - January 2015.

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 488. As corporate directors, Perks and others owe a fiduciary obligation to Holdings, Crowd

Shout and to the shareholders and must act in the best interest of the corporation.

489. I-Cap would at times “wear multiple hats” – in that one or more of the Manx Directors

were also directors of a majority, if not all, of the Entities, as well as Nonsuch, Desert and NG Holdings

- all at the same time regardless of competing interests that one or more of the Entities, Nonsuch, Desert

and NG Holdings may maintain against any of the other aforementioned companies.

490. Perks and I-Cap have wrongfully and unlawfully asserted in various jurisdictions that

they continue to hold the authority as directors of “Crowd Shout” and “Holdings” and ostensibly carry

the same duties as fiduciaries as are incumbent with such positions. Notwithstanding the fact that they

are in fact not in such positions with either company following resignation and termination described

elsewhere herein.

491. To the extent those Manx Directors who presently purport to be directors of “Crowd

Shout” and “Holdings” are ultimately declared by the Manx and Maltese court to be the rightful

directors, their collusive actions with other defendants to obtain a Penal Notice to ultimately destroy

the Website - and then do nothing to resurrect the Website thereafter alone constitutes a breach of the

Defendants fiduciary duties to Crowd Shout, Holdings and GCMH.

492. The agreement between I-Cap and Holdings provided that with regard to termination

thereof, I-Cap and appointed directors of I-Cap would continue to serve in a fiduciary capacity until

the transfer of such duties to substitute personnel.

493. Holdings, Crowd Shout and GCMH relied upon the purported “expertise” of Perks and

other Manx Directors in the performance of the duties that the Defendants assumed.

494. I-Cap and Perks obstructed Murphy, GCMH, Crowd Shout and Holdings from

commencing services with Aston by refusing to deliver to Murphy copies of all (or any) corporate

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documents of Crowd Shout and Holdings, then held only by I-Cap and as such, they are liable for all

wrongful and unlawful actions taken following the Resignation Letter.

495. The fiduciary duties owed by Perks and I-Cap to GCMH continued after they were

terminated. They had a duty to refrain from administering, representing, working for and assisting

other entities and persons in matters connected with their services to GCMH in such a way that would

be adverse to GCMH.

496. Perks and I-Cap breached their fiduciary duties to GCMH by, among other things:

i. Acting in and maintaining a conflict of interest by elevating its interests and the

interests of Digital over the interests of Holdings by ultimately refusing to acknowledge the validity

and enforceability of the Stock Transfer Agreement and by refusing to take actions to effectuate its’

registration and recognition;

ii. Baxter contacting the MFSA in August 2015 in order to block GCMH’s registration of

the Stock Transfer Agreement with the MFSA;

iii. Acting in and maintaining a conflict of interest by taking positions on behalf of Crowd

Shout and Holdings in legal proceedings and before domestic and international tribunals which are

adverse to GCMH and its lawfully acquired majority ownership of Holdings;

iv. Maintaining its purported positions as directors of Crowd Shout and Holdings without

resigning such positions once a conflict of interest arose between certain Entities and GCMH;

v. Using funds that would otherwise be subject to distribution to GCMH on lawyers,

litigation expenses and other expenditures to take positions adverse and harmful to GCMH in this and

other jurisdictions;

vi. Filing unauthorized suits in this and other jurisdictions to take legal positions adverse

and harmful to the interests of GCMH, while expending large sums of money that would otherwise be

subject to distribution to Plaintiffs and others;

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 vii. Pursuing on behalf of Crowd Shout and Holdings legal actions in the Isle of Man and

Malta to obtain injunctions and the Penal Notice which ultimately eviscerated the Website from the

face of the Internet, that GCMH, Holdings and Crowd Shout were formed to enjoy the benefits of,

thereby causing loss of revenue, goodwill, reputation and most of all, years of future profits;

viii. Neglecting business operations and assets of Crowd Shout which affected GCMH’s

ability to obtain the benefits of that business as a shareholder of GCMH;

ix. Refusing to acknowledge the validity of the Stock Transfer Agreement and take actions

to effectuate its registration and recognition;

x. Failing and refusing to recognize the validity of the Proxy;

xi. Failing and refusing to recognize the vote of 70% of the CSH shareholders to elect new

directors for Crowd Shout and Holdings election of new directors of Crowd Shout;

xii. Forcing the termination of their agreement to provide fiduciary duties and in derogation

of the provisions of said agreement for termination;

xiii. The signing off on certain language within the Settlement that Perks and possibly other

Manx Directors knew to be false and unknown to Murphy, such as the representation that no indirect

funds had been received by Lagerstrom towards the Kimball Receivable when, in reality, Lagerstrom

had bartered the Kimball Receivable for the Kimball Residence around four (4) months earlier.

xiv. Effectuated the filing and saw to it that the ownership transfer of GCMH’s 10,000

shares in NetLeads, which was conveyed in consideration of the transfer of shares in Holdings, was

duly registered, while at the same time thwarting the transfer of Herne’s 7,500 shares in Holdings to

GCMH.

497. Defendants breached their fiduciary duties to Crowd Shout and Holdings by, among

other things:

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 i. Initiating other suits in various jurisdictions adverse to the interests of Crowd Shout

and Holdings;

ii. Utilizing funds owned by Crowd Shout and Holdings for personal attorneys for Perks

and I-Cap to initiate court actions adverse to the interests of Crowd Shout and Holdings;

iii. Authorizing the payment of funds in derogation of the Operating Budget and

Distribution Agreement adverse to the interests of Crowd Shout and Holdings;

iv. Neglecting of assets of Crowd Shout and Holdings adverse to the interests of Crowd

Shout and Holdings;

v. Misappropriation of funds belonging to Crowd Shout and Holdings to Perks and I-Cap,

among others;

vi. Failing to follow the Operating Budget and Distribution Agreement adverse to the

interests of Crowd Shout and Holdings;

vii. Engaging in actions to make the Website defunct adverse to the interests of Crowd

Shout and Holdings;

viii. Terminating the Consulting Agreement with Westmark and/to Techbiz adverse to the

interests of Crowd Shout and Holding;

ix. Continuing to take unauthorized actions purportedly as director of Crowd Shout and

Holdings after Perks and I-Cap resigned as directors of Crowd Shout and Holdings and new directors

replaced them;

498. I-Cap and Perks’ breaches of their fiduciary duties caused damages to GCMH, Crowd

Shout and Holdings.

499. As a result of Perks’ and/or I-Cap’s breaches of their fiduciary duties, Crowd Shout,

Holdings, GCMH and Murphy have suffered damages.

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 WHEREFORE, Plaintiffs Crowd Shout, Holdings, GCMH and Murphy pray the Court grant

them judgment under Count IV of this Complaint against Defendants for breach of fiduciary duty in a

sum greater than $75,000.00, plus prejudgment interest, plus post judgment interest, plus attorney fees

and costs, and for such other and further relief as the Court deems just and equitable.

COUNT V – INTENTIONAL INFLICTION OF SEVERE EMOTIONAL DISTRESS

(Defendants Connolly, Sonobi, Digital, Gaugler, Perks, Baxter and I-Cap)

500. Plaintiffs incorporate herein by reference all preceding paragraphs.

501. As used in Count V, “Defendants” shall refer to only Connolly, Sonobi, Digital,

Gaugler, Perks, Baxter and I-Cap.

502. As detailed in the Complaint, the Defendants’ conduct was intentional, reckless,

outrageous and part of a concocted scheme to ultimately deprive Plaintiffs of their assets and

specifically Murphy of his sole source of income and assets and ultimately force him into submission

or drive him into bankruptcy.

503. Defendants’ acts and omissions set forth in the Complaint were done intentionally and

in order to inflict emotional distress upon Murphy as a beneficial owner in Holdings and sole owner

of GCMH and/or were done in reckless disregard of the probability of causing emotional distress and

said acts and omissions did in fact cause severe and extreme emotional distress to Murphy and GCMH.

504. Defendants outrageous conduct, all of which was commonly discussed and planned by

Defendants on the Periodic Calls, to engage in a systematic pattern of fraud, to intentionally interfere

with Plaintiff’s valid business and contractual relationships, to agree to participate in the affairs of the

enterprise through a pattern of racketeering activity in violation of Florida’s RICO Act and/or to obtain

an unjust enrichment, among other things, was to Murphy’s extreme financial detriment, thereby

causing extreme emotional distress and severe anxiety to Murphy. Defendants knowingly engaged in,

authorized, assisted in and/or consented to wrongful and unlawful acts with the intention and

expectation that Murphy be deceived and defrauded thereby.

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 505. Defendants knew that Murphy was suffering emotionally and Defendants I-Cap and

Perks knew that their actions were in violation of their fiduciary relationships and duty of good faith

and in an effort to use their position as directors over Crowd Shout, Holdings and GCMH, despite their

resignations and the Resignation Letter, to take advantage of Murphy.

506. Defendants I-Cap and Perks were in a position to affect Murphy’s interests and asserted

their power to cause severe and extreme emotional distress to Murphy without justification and with

the assistance of Connolly and Gaugler,

507. Defendants’ acts and omissions set forth in this Complaint were done intentionally and

in order to inflict emotional distress upon Murphy as a shareholder in Holdings and sole owner of

GCMH and/or were done in reckless disregard of the probability of causing emotional distress and said

acts and omissions did in fact cause severe and extreme emotional distress to Murphy,

508. Defendants’ wrongful, unlawful, intentional and unjustified actions resulted in the

January 2015 foreclosure on the Murphy Residence, thereby forcing his then wife and four children to

relocate, resulted in the loss of medical and dental benefits for Murphy and his family, resulted in the

financial ruin of Murphy, thereby preventing his ability to materially provide for his family, resulted

in Murphy being forced into self-financing unforeseen costly litigation with Defendants (and Murphy

spending money on legal fees including the depletion of family savings and selling of personal items,

as opposed to being paid money via the Consulting Agreement) in both domestic and foreign tribunals

to defend against baseless, unauthorized and unwarranted claims and repeated injunctions and court

sittings intended to maximize the inconvenience, time-loss, cost and anxiety on Murphy - all in an

effort to attempt to protect not only Murphy’s own interests, but those of GCMH, Crowd Shout and

Holdings, which ultimately resulted in Defendants’ ignoring the Gurney Order and the Website

becoming defunct - a Website that Murphy was not only instrumental in acquiring, but he also

personally guaranteed $600,000.00 in funds for the acquisition of same.

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 509. Defendants’ conduct was outrageous and is to be regarded as odious and utterly

intolerable in a civilized community.

WHEREFORE, Murphy prays the Court grant him judgment under Count V of this Complaint

against Defendants for intentional infliction of severe emotional distress in a sum greater than

$75,000.00, plus prejudgment interest, plus post judgment interest, plus attorney fees and costs, and

for such other and further relief as the Court deems just and equitable.

COUNT VI - CIVIL CONSPIRACY & AIDING AND ABETTING

(All Defendants except Gaugler)

510. Plaintiffs incorporate herein by reference all preceding paragraphs.

511. As used in Count VI, “Defendants” shall refer to all named Defendants except Gaugler.

512. Defendants I-Cap, ICL, ICML, Perks, Cannell, Baxter, Dawson and Perry owed

fiduciary duties to Crowd Shout, Holdings, Murphy and GCMH.

513. Defendants acted in concert, and with a meeting of the minds, pursuant to an agreement

between Defendants and/ non-parties, to engage in unlawful overt acts and/or to engage in lawful overt

acts by unlawful means, in pursuance of their concocted scheme/conspiracy to tortuously interfere with

existing and/or potential and/or advantageous contractual and business relationships of Plaintiffs, to

procure a breach of fiduciary duties owed to Plaintiffs, to procure a breach of contracts entered into by

Plaintiffs, to engage in fraud, to intentionally inflict severe emotional distress, to agree to participate

in the affairs of the enterprise through a pattern of racketeering activity in violation of Florida’s RICO

Act and/or to obtain and an unjust enrichment, thereby causing damage to Plaintiffs.

514. Defendants had knowledge of their wrongful and unlawful acts and rendered

substantial assistance in committing the wrongdoing by other parties and/or encouraged the

wrongdoing and such actions caused damages to Plaintiffs.

515. Defendants engaged in one or more wrongful and/or unlawful overt act(s) and/or

violations in furtherance of their conspiracy and/or had knowledge of their role as part of the overall

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wrongful and/or unlawful overt act(s) and/or knowingly and substantially assisted and/or encouraged

the wrongdoing of one or more persons in the performance of the wrongful and/or unlawful overt act(s)

and/or violations.

516. Defendants Sonobi, Contech, Connolly, Thomas and Gaugler refused to furnish the

Sonobi Credentials to Murphy, Westmark or Techbiz, in violation of the Gurney Order, and as part of

their overall misconduct and such inactions caused damages to Plaintiffs.

517. The wrongful and/or unlawful overt acts and/or violations of Defendants include, but

are not limited to, those actions described in the Complaint.

518. Defendants' misconduct caused damages to Plaintiffs.

WHEREFORE, Plaintiffs pray the Court grant them judgment under Count VI of this

Complaint against Defendants for civil conspiracy and aiding and abetting in a sum greater than

$75,000.00, plus prejudgment interest, plus post judgment interest, plus attorney fees and costs, and

for such other and further relief as the Court deems just and equitable.

COUNT VII - UNJUST ENRICHMENT

(All Defendants except Gaugler)

519. Plaintiffs incorporate herein by reference all preceding paragraphs.

520. As used in Count VII, “Defendants” shall refer to all Defendants except Gaugler.

521. Plaintiffs conferred a benefit on the Defendants.

522. Defendants voluntarily accepted and retained the benefit conferred.

523. Under the circumstances, Defendants’ retention of the benefits is such that it would be

inequitable for Defendants to retain the benefit without paying the value thereof.

524. Defendants received a benefit.

525. Under the circumstances, the Defendants' retention of the benefit is unjust.

526. Plaintiffs suffered damages as a result of Defendants' retention of the benefit.

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 WHEREFORE, Plaintiffs pray the Court grant them judgment under Count VII of this

Complaint against Defendants for unjust enrichment in a sum greater than $75,000.00, plus

prejudgment interest, plus post judgment interest, plus attorney fees and costs, and for such other and

further relief as the Court deems just and equitable.

COUNT VIII - BREACH OF CONTRACT - APA, AMSA,

Noncompete Agreements & Digital Notes
(Defendants Digitech, Digital, Connolly, Thomas, CIG, Contech and Sonobi)

527. Plaintiffs incorporate herein by reference all preceding paragraphs.

528. As used in Count VIII, “Defendants” shall refer only to Digital, Digitech, Connolly,

Thomas, CIG, Contech and Sonobi.

529. Crowd Shout entered into valid contracts with Digital, Connolly, Thomas, CIG and

Contech.

530. Crowd Shout entered into the Digital Notes with Digital on August 10, 2012, each of

which were subject to the Murphy Guaranty.

531. Murphy was a party to the $200K Note as a personal guarantor. A copy of the $200K

Note and the Murphy Guaranty running with the $200K Note to it is attached as “Exhibit C” (5 pages).

532. Murphy was a party to the Holdback Note as a personal guarantor. A copy of the

Holdback Note and the Murphy Guaranty attached to it is attached as “Exhibit D” (5 pages).

533. Murphy, through Westmark was an intended third-party beneficiary of the AMSA,

Noncompete Agreements (Exhibit A) and the APA. A copy of the AMSA and APA is attached as

“Exhibit E” (14 pages) and “Exhibit F” (27 pages), respectively.

534. The rights and liabilities under the AMSA, as a material inducement for Crowd Shout

entering into the APA and which supersedes all prior and contemporaneous agreements,

understandings, proposals, etc., inures to the benefit of Crowd Shout’s successors, receivers, managers

and trustees and permitted assigns.

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 535. Murphy, via Westmark and Techbiz, was a manager to Crowd Shout and arguably,

Murphy is a director of Crowd Shout and Holdings.

536. On or about August 10, 2012 Crowd Shout and Conolly, Thomas, Digital and CIG each

separately entered into the Noncompete Agreements.

537. On or about August 10, 2012, Crowd Shout and Contech entered into the AMSA.

538. On or about August 10, 2012 Crowd Shout, Digital, Connolly and Thomas entered into

the APA.

539. Pursuant to the APA, Digital agreed to indemnify, hold harmless and reimburse Crowd

Shout and its representatives, shareholders, subsidiaries and related persons for any loss, liability,

claim, damages, expense -including costs of investigation and defense and reasonable attorneys’ fees

and expenses and other incidental or consequential damages – or diminution of value, whether or not

involving a third-party claim arising from or in connection with, among other things, any breach of

any representation or warranty made by Digital, Connolly and/or Thomas in the APA, AMSA and

Noncompete Agreements.

540. Per the terms of the APA, Digital would have liability for indemnification if on or

before the date that was twenty-seven (27) months following the closing date, Crowd Shout notified

Digital of a claim specifying the factual basis of the claim in reasonable detail to the extent then known

by Crowd Shout.

541. Pursuant to the terms of the AMSA, as a material inducement for Crowd Shout entering

into the APA between Crowd Shout and Digital, Sonobi agreed, among other things, to use its best

efforts in performing its obligations consistent with the efforts historically used by Sonobi.

542. Pursuant to the terms of the Noncompete Agreements, Connolly, Thomas, CIG and

Digital agreed, among other things, they would not, directly or indirectly, engage or invest in, own,

manage, operate, finance, control or participate in the ownership, management, operation, financing or

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control of, be associated with or in any manner connected with, or render services or advice or other

aid to, or guarantee any obligation of, any person engaged in or planning to become engaged in a

business that offered or was affiliated with a business that offered free or fee-based audio conversion,

anywhere in the world.

543. Additionally, Connolly, Thomas, CIG and Digital agreed under the Noncompete

Agreements not to directly or indirectly, in any way interfere with the relationship between Crowd

Shout and any employee of Crowd Shout and/or employee or otherwise engage as an employee,

independent contractor or otherwise any employee of Crowd Shout.

544. On November 19, 2014, Murphy, on behalf of Crowd Shout, with the authority and

consent of Crowd Shout, I-Cap, Perks, Lagerstrom and Hepting, sent the Claim to Crowd Shout,

Digital, Connolly and Thomas and Cobb Cole as well as carbon copied Perks, Lagerstrom and Hepting.

545. The Claim specified the factual basis of the indemnification claim in reasonable detail

to the extent then known by Crowd Shout and as required by the APA.

546. In the Claim, Crowd Shout maintained that Sonobi had repeatedly engaged in

intentional misrepresentations as to the actual revenue earned by the Website in breach of the AMSA.

547. In the Claim, Crowd Shout maintained that Connolly, Thomas and DT, through

Contech, had been providing advertisement management services to business(s) that offer the identical

service through the Website in breach of the Noncompete Agreements - including listentoyoutube.com

and vid2mp3.com - both believed to be clients of Sonobi’s as of November 19, 2014.

548. In the Claim, Crowd Shout maintained that Connolly and Thomas, on behalf of their

respective entities, solicited and directly hired Gaugler to work on various projects of Sonobi - none of

which were related to the business affairs of Crowd Shout and all of which were a direct breach of the

Noncompete Agreements.

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 549. The Claim was timely made within the twenty seven (27) months following the closing

date of August 22, 2012.

550. Defendants ignored Crowd Shout’s demand for mediation in the Claim.

551. The APA, AMSA and Noncompete Agreements were supported by sufficient

consideration.

552. Defendants breached the AMSA, NNNA and the APA.

553. Defendants breached the Digital Notes by failing to apply Crowd Shout funds to the

amount due on the Digital Notes.

554. Defendants breached the AMSA by failing to furnish Murphy, Westmark or Techbiz

with the Sonobi Credentials, also in violation of the Gurney Order.

555. Defendants breached the AMSA, NNNA and the APA by, among other things,

engaging in revenue manipulation, providing advertisement management services to businesses

offering identical services through the website, soliciting and hiring an employee and/or independent

contractor of Crowd Shout, not engaging in a confidential mediation and failing to indemnify Plaintiffs.

556. As a result of Defendants’ wrongful and unlawful actions, Connolly, on behalf of

Digital, wrongfully and unlawfully sought payment from Murphy, as a guarantor on the Digital Notes,

despite the fact that Digital had agreed to indemnify Crowd Shout, thereby offsetting any further

amounts due on the Digital Notes.

557. Plaintiffs Crowd Shout, Holdings, GCMH and Murphy have suffered damages as a

result of Defendants’ breaches.

WHEREFORE, Plaintiffs Crowd Shout, Holdings, GCMH and Murphy pray the Court grant

them judgment under Count VIII of this Complaint against Defendants for Breach of Contract in a sum

greater than $75,000.00, plus prejudgment interest, plus post judgment interest, plus attorney fees and

costs, and for such other and further relief as the Court deems just and equitable.

Page 101 of 118

 COUNT IX – FRAUD
(Defendants I-Cap, ICL, ICML, Perks, Cannell, Perry, Dawson)

558. Plaintiffs incorporate herein by reference all preceding paragraphs.

559. As used in Count IX, the term “Defendants” shall refer only to I-Cap, ICL, ICML,

Perks, Cannell, Perry and Dawson.

560. Defendants made false statements to Murphy that were made as a statement of existing

and material fact.

561. Defendants agreed to all the documents comprising the Settlement which outlined

actions to be taken, including, but not limited to, the transfer of all the Herne’s shares in Holdings to

GCMH and to adhere to the New Operating Budget and Distribution Agreement.

562. Defendants entered into agreements to provide corporate trust and fiduciary services to

Crowd Shout, Holdings, Murphy and GCMH.

563. Defendants, as fiduciaries, owed a separate duty to Murphy and GCMH apart from

duties they owed to Crowd Shout and Holdings.

564. Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

565. Defendants conspired with the other shareholders, among others, and engaged in

wrongful and unlawful action adverse to the interests of Plaintiffs.

566. Defendants did not undertake the actions per the Settlement they said and agreed they

would do.

567. Defendants did not provide the corporate trust and fiduciary trust services they said and

agreed they would do.

568. Defendants knew, when they agreed to the documents comprising the Settlement and

to undertake action and to provide corporate trust and fiduciary services, that those agreements were

Page 102 of 118

false and Defendants made the false statements in order to deceive Murphy and/or were made without

knowledge concerning them.

569. The false statements were intentionally made by Defendants for the purpose of

inducing Murphy to rely and act upon them by retaining I-Cap and entering into the Settlement.

570. Murphy reasonably and confidently relied and acted upon Defendants’ false

statements, and as a result, Plaintiffs sustained damages.

571. The harm suffered by Plaintiffs Murphy and GCMH as a result of Defendants’ false

statements was a direct harm to Murphy and GCMH and included, but is not limited to:

i. The loss of valid consideration in exchange for the transfer of the Herne shares;

ii. The dissolution of NetLeads and NetLeads Holdings;

iii. The Digital Notes, in which Murphy was a guarantor, were not paid pursuant to the

Operating Budget and Distribution Agreement, thereby allowing Connolly, on behalf of

Digital, to wrongfully and unlawfully seek payments on the Digital Notes from Murphy and

was the grounds for Digital commencing the Involuntary Bankruptcy;

iv. No payments were paid on the GCMH Note in accordance with the New Operating

Budget;

v. GCMH was not recognized as the controlling shareholder of Holdings; and

vi. GCMH was not able to exercise control over the Website and its revenue stream in

order to comply with the terms of the Settlement.

572. The injuries suffered by Plaintiffs Murphy and GCMH were not suffered by the other

shareholders and said injuries were separate and distinct from the other shareholders.

WHEREFORE, Plaintiffs Crowd Shout, Holdings, GCMH and Murphy pray the Court grant

them judgment under Count IX of this Complaint against Defendants for fraud in a sum greater than

Page 103 of 118

$75,000.00, plus prejudgment interest, plus post judgment interest, plus attorney fees and costs, and

for such other and further relief as the Court deems just and equitable.

COUNT X - FRAUDULENT INDUCEMENT AND MISREPRESENTATION

(Defendants I-Cap, ICL, ICML, Perks, Cannell, Perry, Dawson)

573. Plaintiffs incorporate herein by reference all preceding paragraphs.

574. As used in Count X, “Defendants” shall refer only to I-Cap, ICL, ICML, Perks,

Cannell, Perry and Dawson.

575. Defendants made false statements concerning material facts.

576. Defendants made false statements to Murphy regarding the Settlement, including all

the agreements comprising same, and the agreement to provide corporate trust and fiduciary services

to Crowd Shout, Holdings and GCMH.

577. Defendants agreed to all the documents comprising the Settlement which outlined

actions to be taken, including, but not limited to, the transfer of all the Herne’s shares in Holdings to

GCMH and to follow the New Operating Budget and the Distribution Agreement.

578. Defendants agreed to provide corporate trust and fiduciary services to Crowd Shout,

Holdings and GCMH.

579. Defendants, as fiduciaries, owed a separate duty to Murphy and GCMH apart from

duties they owed to Crowd Shout and Holdings.

580. Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

581. Defendants conspired with the other shareholders, among others, and engaged in

wrongful and unlawful action adverse to the interests of Plaintiffs.

582. Defendants knew their agreements to provide corporate and trust fiduciary services

were false statements concerning material facts.

Page 104 of 118

 583. Defendants knew their promises to perform acts as set out in the Settlement were false

statements concerning material facts.

584. Defendants’ agreed to provide corporate trust and fiduciary services with the intent to

deceive and for the purpose of inducing Murphy to act on the agreements entered into.

585. Defendants made the promises to act pursuant to the Settlement with the intent to

deceive and for the purpose of inducing Murphy, via GCMH, to act on the promises as set out in the

Settlement.

586. Plaintiffs acted with justifiable reliance on the false statements of material fact and as

a result, sustained damages.

587. The harm suffered by Plaintiffs Murphy and GCMH as a result of Defendants’ false

statements was a direct harm to Murphy and GCMH and included, but is not limited to:

i. The loss of valid consideration in exchange for the transfer of the Herne shares;

ii. Dissolution of NetLeads and NetLeads Holdings;

iii. The Digital Notes, in which Murphy was a guarantor, were not paid pursuant to the

Operating Budget nor the Distribution Agreement, thereby allowing Connolly, on behalf of

Digital, to wrongfully and unlawfully seek payments on the said notes from Murphy;

iv. No payments were paid to GCMH on the loan made to Crowd Shout in accordance

with the Operating Budget nor the Distribution Agreement;

v. GCMH was not recognized as the controlling shareholder of Holdings; and

vi. GCMH was not able to exercise control over the Website and its revenue stream in

order to comply with the terms of the Settlement.

588. The injuries suffered by Plaintiffs Murphy and GCMH were not suffered by the other

shareholders and said injuries were separate and distinct from the other shareholders.

Page 105 of 118

 WHEREFORE, Plaintiffs Crowd Shout, Holdings, GCMH and Murphy pray the Court grant

them judgment under Count X of this Complaint against Defendants for fraudulent inducement in a

sum greater than $75,000.00, plus prejudgment interest, plus post judgment interest, plus attorney fees

and costs, and for such other and further relief as the Court deems just and equitable.

COUNT XI - FRAUD BY SILENCE

(Defendants I-Cap, ICL, ICML, Perks, Cannell, Perry, Dawson and Baxter)

589. Plaintiffs incorporate herein by reference all preceding paragraphs.

590. As used in Count XI, “Defendants” shall refer only to I-Cap, ICL, ICML, Cannell,

Perry, Dawson and Baxter.

591. Defendants omitted and concealed material facts from Crowd Shout, Holdings.

Murphy and GCMH.

592. Defendants, who entered into agreements with Crowd Shout, Holdings and Murphy

via GCMH to provide corporate trust and fiduciary services, were under an obligation to fully and

fairly disclose and not conceal the material facts concerning the formation of the Manx-Maltese

corporate structure in acquiring the Website and the abuse of control that could and would be asserted

by Defendants over Crowd Shout’s ownership and funds.

593. Defendants, as fiduciaries, owed a separate duty to Murphy and GCMH apart from

duties they owed to Crowd Shout and Holdings.

594. Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

595. Defendants conspired with the other shareholders, among others, and engaged in

wrongful and unlawful action adverse to the interests of Plaintiffs.

596. Defendants, as fiduciaries, owed Crowd Shout, Holdings, Murphy and GCMH a duty

to fully and fairly disclose and not conceal Perk’s and I-Cap’s unlawful misappropriation of Crowd

Shout’s funds.

Page 106 of 118

 597. Defendants, as fiduciaries, owed Crowd Shout, Holdings, Murphy and GCMH a duty

to fully and fairly disclose and not conceal that unauthorized and unlawful payments were being made

in derogation of the Operating Budget and Distribution Agreement.

598. Defendants, as fiduciaries, owed Murphy and GCMH a duty to fully and fairly disclose

and not conceal the unlawful dissolution of NetLeads and NetLeads Holdings.

599. Defendants, as fiduciaries, owed Crowd Shout, Holdings, Murphy and GCMH a duty

to fully and fairly disclose and not conceal that they were going to unlawfully refuse to acknowledge

and register the Herne shares to GCMH.

600. Defendants, as fiduciaries, owed Crowd Shout, Holdings, Murphy and GCMH a duty

to fully and fairly disclose and not conceal that they were going to unlawfully use Crowd Shout funds

in derogation of the Operating Budget and Distribution Agreement.

601. Defendants, as fiduciary, owed Crowd Shout, Holdings, Murphy and GCMH a duty to

fully and fairly disclose and not conceal that they were engaging in a conspiracy with the other

shareholders and others to, among other things, wrestle control of the Website and the financial revenue

therefrom from Murphy and take actions in derogation of their duties to provide corporate and trust

services to GCMH.

602. Defendants, as fiduciaries, owed Crowd Shout, Holdings, Murphy and GCMH a duty

to fully and fairly disclose and not conceal that they wrongfully and unlawfully made false, material

representations and/or omissions regarding the misappropriated $20,000.00 from the PayPal Account

to Hepting.

603. Defendants failed to advise Murphy that they wrongfully and unlawfully agreed to

approve the misappropriated $20,000, despite knowing the funds had already been removed at the time

of approval and that Murphy was relying on those funds to fulfill the terms of the agreements addressed

in the Settlement.

Page 107 of 118

 604. Defendants intentionally failed to disclose material facts and made efforts to conceal

said material facts.

605. Plaintiffs justifiably relied on Defendants to communicate and not intentionally omit

and conceal material facts.

606. Plaintiffs acted on Defendants’ material omissions.

607. As a result of Defendants’ intentional failure to disclose material facts and efforts to

conceal same, Plaintiffs sustained damages.

608. The harm suffered by Murphy and GCMH as a result of Defendants’ false statements

was a direct harm to Murphy and GCMH and included, but is not limited to:

i. The loss of valid consideration in exchange for the transfer of the Herne shares;

ii. The dissolution of NetLeads and NetLeads;

iii. The Digital Notes, in which Murphy was a guarantor, were not paid pursuant to the

Operating Budget nor the Distribution Agreement, thereby allowing Connolly, on behalf of

Digital, to wrongfully and unlawfully seek payments on the said notes from Murphy;

iv. No payments were paid to GCMH on the loan made to Crowd Shout in accordance

with the Budget and Distribution Agreement;

v. GCMH was not recognized as the controlling shareholder of Holdings; and

vi. GCMH was not able to exercise control over the Website and its revenue stream in

order to comply with the terms of the Settlement.

609. The injuries suffered by Murphy and GCMH were not suffered by the other

shareholders and said injuries were separate and distinct from the other shareholders.

WHEREFORE, Plaintiffs Crowd Shout, Holdings, Murphy and GCMH pray the Court grant

them judgment under Count XI of this Complaint against Defendants for fraud by silence in a sum

Page 108 of 118

greater than $75,000.00, plus prejudgment interest, plus post judgment interest, plus attorney fees and

costs, and for such other and further relief as the Court deems just and equitable.

COUNT XII - MONEY HAD AND RECEIVED

(Defendants I-Cap, ICL, ICML, Perks, Cannell, Perry, Dawson)

610. Plaintiffs incorporate herein by reference all preceding paragraphs.

611. As used in Count XII, “Defendants” shall refer only to I-Cap, ICL, ICML, Perks,

Cannell, Perry, Dawson.

612. Defendants entered into agreements to provide corporate trust and fiduciary services to

Crowd Shout, Holdings, Murphy and GCMH.

613. Defendants, as fiduciaries, owed a separate duty to Murphy and GCMH apart from

duties they owed to Crowd Shout and Holdings.

614. Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

615. Defendants conspired with the other shareholders, among others, and engaged in

wrongful and unlawful action adverse to the interests of Plaintiffs.

616. While serving as directors of Crowd Shout for Holdings, Perks and I-Cap were charged

with following financial directives which included a budget approved by Holdings and submitted to I-

Cap.

617. Following resignation by I-Cap and termination of its agreement with Holdings as is

discussed elsewhere herein, I-Cap failed and refused to surrender financial control of Crowd Shout and

Holdings, so that Murphy could replace I-Cap with Aston.

618. I-Cap failed and refused to follow either of the two budgets they signed off on and

make payments in accordance therewith when it was serving under its agreement with Holdings and

instead, paid unauthorized sums in derogation of the approved budgets and Distribution Agreement.

Page 109 of 118

 619. I-Cap sent wire transfers totaling $185,832 to a bank account in the name of Voxa at

U.S. Bank and at all times controlled by Neeld, despite (i) the absence of any contractual agreement

between Voxa or Neeld and Crowd Shout; and (ii) the Consulting Agreement (as drafted by Neeld as

Murphy’s attorney) provided that Westmark was the exclusive contractor for Crowd Shout.

620. Notwithstanding the termination and resignations, I-Cap collected and appropriated

funds of Crowd Shout without consent of Holdings to serve others, including paying I-Cap’s attorney

fees to Kraft Law and others, all without authorization of Holdings.

621. I-Cap - using money belonging to Crowd Shout - paid the following unauthorized

amounts between January 1 and October 28, 2015:

Integrated-Capabilities, Ltd. $141,047.01

Integrated-Capabilities (Malta), Ltd. $6,452.99

Eric Kraft Law, L.L.C. $94,351.02

Bridson Halsall Advocates, Ltd. $72,919.58

Ganado Advocates, Ltd. $29,460.76

Nicholas Gaugler (or an entity he owns) $10,000.00

622. I-Cap has failed and refused to recover such funds for Crowd Shout notwithstanding

demand having been made for the same.

623. I-Cap is responsible for its financial malfeasance and for reimbursing Crowd Shout for

all expenditures and payments made which did not comport with the budgets provided including,

without limitation, the $354,231.36 identified herein.

624. Crowd Shout funds misappropriated by Defendants included funds that were owed to

Westmark, Techbiz and GCMH.

625. The harm suffered by Murphy and GCMH as a result of Defendants’ wrongful and

unlawful acts was a direct harm to Murphy and GCMH.

Page 110 of 118

 626. The injuries suffered by Murphy and GCMH were not suffered by the other

shareholders and said injuries were separate and distinct from the other shareholders.

WHEREFORE, Plaintiffs pray the Court grant them judgment under Count XII of this

Complaint against Defendants for money had and received in a sum greater than $75,000.00, plus

prejudgment interest, plus post judgment interest, plus attorney fees and costs, and for such other and

further relief as the Court deems just and equitable.

COUNT XIII - LEGAL MALPRACTICE AND BREACH OF FIDUCIARY DUTY

(Defendants Bridson and Halsall)

627. Plaintiffs incorporate herein by reference all preceding paragraphs.

628. As used in Count XIII, “Defendants” shall refer only Bridson and Halsall.

629. Bridson and Halsall were engaged by I-Cap and ICML to represent I-Cap and ICML’s

interests in January 2015, and based on instructions received from the Control Group and specifically

Connolly (or his attorneys) from Florida.

630. Bridson’s engagement letter pertaining to the Manx Litigation is executed by Perks.

631. Later in 2015, Camilleri was engaged by I-Cap and/or Baxter and/or Lagerstrom to

represent I-Cap and Herne’s and purportedly “Holdings” interests in September 2015, based on

instructions received from the Control Group and specifically Connolly from Florida.

632. Bridson and Halsall were purportedly engaged by “Crowd Shout” and “Holdings” in

May 2015, via I-Cap through Perks, to allegedly represent Crowd Shout’s and Holdings’ interests

around the same time or shortly after being engaged to represent I-Cap and ICML’s interests.

633. A fiduciary relationship existed between Bridson and Halsall on one hand, and Crowd

Shout and Holdings, on the other.

634. Crowd Shout and Holdings placed special trust and confidence in Defendants, to which

Crowd Shout and Holdings are entitled to reasonably rely.

Page 111 of 118

 635. A fiduciary has a duty to act in good faith and with due regard to the interests of the

parties placing confidence in them.

636. Crowd Shout and/or Holdings relied on Defendants to properly advise, counsel and

instruct ICML and I-Cap regarding their resignation, the Stock Transfer Agreement and the Settlement,

among other things, as well as to provide various legal work, including but not limited to, protecting

Crowd Shout and/or Holdings’ interests as well as their respective shareholders, including GCMH.

637. Defendants failed to protect Crowd Shout’s and/or Holdings’ and/or GCMH’s interests

by taking actions adverse and dimetric to the interests of Crowd Shout and/or Holdings, yet favorable

to ICML and I-Cap and others, which included, but are not limited to:

i. Initiating litigation on behalf of “Crowd Shout” and “Holdings” in the Isle of Man

seeking a declaration that the directors provided by I-Cap were still the directors for Crowd Shout and

Holdings despite the resignation by same and the misappropriation of funds belonging to Crowd Shout

by I-Cap.

ii. Seeking the Penal Notice, despite the Stock Purchase Agreement, Proxy and

Resignation Letter, misappropriation of Crowd Shout’s funds and Perks’ directive in writing to Murphy

to elect new officers and directors.

iii. Seeking injunctions restraining GCMH and Murphy from appointing or removing

directors of Crowd Shout and Holdings despite the resignation of directors provided by ICML and/or

I-Cap, misappropriation of Crowd Shout’s funds and Perks’ directive to Murphy to appoint said

directors.

iv. Seeking a declaration that only the shareholders of Crowd Shout could appoint or

remove the directors of Crowd Shout and that Nova Scotia, Ltd. is the sole shareholder of Crowd Shout

despite the multiple resignations of directors provided by ICML and/or I-Cap prior to the formal

Page 112 of 118

Resignation Letter, the misappropriation of Crowd Shout’s funds and the Settlement whereby GCMH

became the majority controlling shareholder in Holdings.

v. Assisting ICML, I-Cap, and others, in their conspiracy to wrestle control of the Website

and its revenue stream from Murphy and cover up the misappropriation of Crowd Shout’s funds;

vi. Seeking declarations and/or injunctions from the Court in the Isle of Man in breach of

the Settlement previously agreed to by ICML and/or I-Cap on Crowd Shout’s and Holding’s behalf.

vii. Obtaining the Penal Notice based upon false information, imposing serious risks upon

GCMH and Murphy if either were to take action on behalf of Crowd Shout and Holdings against any

of the Defendants.

638. Defendants neglected a reasonable duty owed to Crowd Shout and Holdings.

639. The representation of ICML and I-Cap’s interests is/was directly adverse to the

interests of Crowd Shout Holdings and GCMH.

640. Defendants’ negligence is the proximate cause of loss to Crowd Shout and Holdings.

WHEREFORE, Plaintiffs Crowd Shout and Holdings pray the Court grant them judgment

under Count XIII of this Complaint against Defendants for legal malpractice and breach of fiduciary

duty in a sum greater than $75,000.00, plus prejudgment interest, plus post judgment interest, plus

attorney fees and costs and for such other and further relief as the Court deems just and equitable.

COUNT XIV - REPLEVIN

(Defendants Connolly, Thomas, Digital, Contech, Sonobi, Perks, Cannell, Perry, Dawson, I-
Cap, ICL & ICML)

641. Plaintiffs incorporate herein by reference all preceding paragraphs.

642. As used in Count XIV, “Defendants” shall refer only to Connolly, Thomas, Digital,

Contech, Sonobi, Perks, Cannell, Perry, Dawson, I-Cap, ICL & ICML.

643. The I-Cap Defendants entered into agreements to provide corporate trust and fiduciary

services to Crowd Shout, Holdings, Murphy and GCMH.

Page 113 of 118

 644. Defendants, as fiduciaries, owed a separate duty to Murphy and GCMH apart from

duties they owed to Crowd Shout and Holdings.

645. Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

646. Pursuant to Section 2.6(xiv) of the APA, Digital, Connolly and Thomas were to furnish

a “complete copy of all HTML, graphic and all other electronic files used in the operation of the

business and Website and a complete copy of all database files containing all subscription data,

including (without limitation) personal client information, payment information and all transaction

history along with donation data from the inception of the Website through the Closing Date” on CD-

ROM, which was to be delivered to I-Cap’s address in the Isle of Man.

647. For purposes of compliance with §78.055(2) Fl. Stat., the APA (Exhibit F attached

hereto) is the written instrument demonstrating Crowd Shout is the owner of the CD-ROM.

648. Upon information and belief, the CD-ROM was never delivered to I-Cap or any of the

Manx Directors around the Closing (August 22, 2012), nor has such been delivered to Crowd Shout

since the filing of the Complaint.

649. It is undisputed that Crowd Shout owns the CD-ROM, which is in the possession of

Connolly, Thomas and/or their attorneys (Cobb Cole) and may possibly also be in the possession of

one or more of the Manx Directors in the Isle of Man.

650. The CD-ROM can be identified by an inspection of the files and their respective

timestamps contained within the metadata of the files contained thereon, when compared to the

description in Section 2.6(xiv) of the APA.

651. Upon information and belief, Connolly and Thomas have utilized the Website IP in the

operations of Contech and Sonobi - both of whom may be in possession of the CD-ROM.

Page 114 of 118

 652. To the extent Digital, Connolly or Thomas - either directly or through their attorneys

(Cobb Cole) - intended to even comply with Section 2.6(xiv) of the APA, then a copy of the CD-ROM

should exist and be in the possession of Connolly or Thomas or their counsel.

653. Crowd Shout has been the owner of the CD-ROM since August 22, 2012 and demands

it back from either those Defendants in Florida associated with Connolly or those Defendants in the

Isle of Man associated with I-Cap.

654. Pursuant to the APA, the CD-ROM is worth at least $3,000,000 and to the best of

Crowd Shout’s knowledge (via Murphy), can be located at either 444 West New England Avenue #215

in Winter Park, Florida or at 149 S. Ridgewood Avenue #700 in Daytona Beach, Florida.

655. The CD-ROM has not been taken for a tax, assessment, or fine pursuant to law, nor has

the CD-ROM been taken under an execution or attachment against Crowd Shout.

656. As a shareholder of Holdings, GCMH is entitled to a copy of the CD-ROM.

657. The harm suffered by Murphy and GCMH as a result of Defendants’ wrongful and

unlawful acts was a direct harm to Murphy and GCMH.

658. The injuries suffered by Murphy and GCMH were not suffered by the other

shareholders and said injuries were separate and distinct from the other shareholders.

WHEREFORE, Plaintiffs Crowd Shout, Holdings, Murphy and GCMH pray the Court grant

them judgment under Count XIV of this Complaint against Defendants for issuance of an order to show

cause why this Court should not grant an order authorizing the issuance of a writ of replevin for the

CD-ROM to be returned to Crowd Shout by furnishing the CD-ROM to the undersigned within a

reasonable period of time and for such other and further relief as the Court deems just and equitable.

COUNT XV - VIOLATION OF FLORIDA’S

RACKETEER INFLUENCED AND CORRUPT ORGANIZATION (RICO) ACT
(All Defendants except Bridson and Halsall)

659. Plaintiffs incorporate herein by reference all preceding paragraphs.

Page 115 of 118

 660. As used in Count XV, “Defendants” shall refer to all Defendants except Bridson and

Halsall.

661. The I-Cap Defendants entered into agreements to provide corporate trust and fiduciary

services to Crowd Shout, Holdings and GCMH.

662. The I-Cap Defendants, as fiduciaries, owed a separate duty to Murphy and GCMH

apart from duties they owed to Crowd Shout and Holdings.

663. The I-Cap Defendants, as directors, owed fiduciary duties to Murphy, via GCMH, as a

shareholder in Holdings.

664. Defendants have acted together at various levels of involvement and conspired with

others for a common purpose to engage in a wrongful and unlawful pattern of conduct as described in

this Complaint over a period of several years in their efforts to take over control of Crowd Shout,

Holdings and control of the Website and its revenue stream from Murphy and to cover up their

misappropriation of Crowd Shout’s funds for their own personal enrichment.

665. As alleged by Plaintiffs, Defendants, with others, among other things, through their

fraudulent acts, have misappropriated Crowd Shout funds belonging to Plaintiffs in derogation of the

Operating Budget and Distribution Agreement, have taken steps to procure a breach of the Settlement,

have knowingly authorized and manufactured fraudulent documents in an attempt to cover up the

misappropriation of Crowd Shout funds - some of which that should have been paid to Plaintiffs, have

taken actions on behalf of and adverse to Murphy and GCMH, Crowd Shout and Holdings despite their

multiple resignations prior to the formal Resignation Letter, have taken actions adverse to Murphy and

GCMH despite an agreement to provide corporate trust and fiduciary services and have engaged in

action that has resulted in the Website going offline and the ultimate destruction and ruin of all of

Crowd Shout’s assets.

Page 116 of 118

 666. Defendants, with others, among other things, through a pattern of racketeering activity,

have conspired and/or endeavored to acquire and/or maintain, directly and/or indirectly, an interest in

and/or control of Crowd Shout, Holdings and the Website and did so through the course of various

written and oral communications including the Periodic Calls.

667. Defendants, with others, among other things, through a pattern of racketeering activity,

have conspired and/or endeavored to cover up the misappropriation of Crowd Shout funds - some of

which were owed to Plaintiffs Westmark, Techbiz and GCMH.

668. Defendants' misconduct caused damages to Plaintiffs.

669. Plaintiffs have suffered damages as a result of Defendants’ actions.

670. The harm suffered by Murphy and GCMH as a result of Defendants’ wrongful and

unlawful acts was a direct harm to Murphy and GCMH.

671. The injuries suffered by Murphy and GCMH were not suffered by the other

shareholders and said injuries were separate and distinct from the other shareholders.

WHEREFORE, Plaintiffs pray the Court grant them judgment under Count XV of this

Complaint against Defendants for violation of Florida’s RICO Act in a sum greater than $75,000.00,

plus prejudgment interest, plus post judgment interest, plus attorney fees and costs, plus treble damages

and for such other and further relief as the Court deems just and equitable.

Dated: November 21, 2018

Respectfully submitted by,

/s/ Andrew B. Protzman

Andrew B. Protzman, Esquire
Kansas Bar No.: 18015
Protzman Law Firm, LLC
1100 Main Street; Suite 2430
Kansas City, Missouri 64105
P: (816) 421-5100 | F: (816) 421-5105
andy@protzmanlaw.com
Pro Hac Vice Application Pending

Page 117 of 118

 y
ST HEN B. SAM L
Florida Bar Number 603945
Mateer &Harbert, P.A.
225 East Robinson Street, Suite 600
Orlando, Florida 32802-2854
Telephone: (40~) 425-9044
Facsimile: (407) 423-2016
Primary: ssambol(a,mateerharbert.com
Secondary. vbernal(a~mateerharbert.com

ATTORNEYS FO~t PLAINTIFFS

4815-2311-5392, v. 1

Page 118 of 118

Case 9:17-bk-07843-FMD Doc 141-9 Filed 03/22/18 Page 2 of 7

EXHIBIT A
Case 9:17-bk-07843-FMD Doc 141-9 Filed 03/22/18 Page 3 of 7
Case 9:17-bk-07843-FMD Doc 141-9 Filed 03/22/18 Page 4 of 7
Case 9:17-bk-07843-FMD Doc 141-9 Filed 03/22/18 Page 5 of 7
Case 9:17-bk-07843-FMD Doc 141-9 Filed 03/22/18 Page 6 of 7
Case 9:17-bk-07843-FMD Doc 141-9 Filed 03/22/18 Page 7 of 7
1.3 , : If this .Letter is addressed to .more tl7an .`one Company, afl references .tn Company or
offices of the Administrator.
1.6 For the purpas~s of clarification it is
recorded that the Administrator will not be
providing any tax ar investment advice under the
Agreement.
2. The duties of tfie Company and the Owner
2.1 The Company end the Owner agree an
demand to provide to the Administrator such
information, records and financial statements
as it reasonably considers necessary in order
to ensure that the Company complies with
all applicable legislation and that any officers
provided by it can perform their duties to the
standard imposed by all applicable legislation.
2.2 The Qwner is responsible €or ensuring
that he has taken and warrants that he has taken
all necessary toot and legal advice in all relevant
jurisdictions outside the isle of Man with regard to
the establishment end operation of the Company
and for ensuring that the activities or proposed
activities of the Company will not breach the
laws of any refevantjurisdiction. Save as agreed
in writing the AdminisVator is not responsible for
advising the Owner in relation to any matter and
the Administrator does not accept any liability or
responsibility for the successor otherwise at any
plans undertaken by or on behalf o#the Company
and the Administrator does not offer any form
of assurance that arrangements suggested or
implemented attain or will attain the objectives
and advantages intended.
3.1 The Camp~ny agrees to pay the
2.3 In order to enable the Administrator to Administrator's fees and disbursements as set
meet its legal and regulatory obligations in out in the Letter and Schedule and this clause 3
respect of the administration of the Company,
the Company and the Owner agree to keep the
Administrator fiu11y and promptly informed of the
beneficial ownership of the issued share capital
of the Company and of any cher~ges or dealings
in relation thereto (whether by transfer or grant
of option or agreement to da so or otherwise).
No transfer, pledge or other encumbrance of the
beneficial ownership of any Company or any
interest therein 'or the proceeds thereof shall
be e#fective without written notice signed by the
Owner being received by the Administrator, with
such other proof or other documentation as the
Administrator may require and be agreed and
accepted by the Administrator in writing. The
Administrator shall not be liable to any person
acting or not acting in reliance upon any alleged
transfer, pledge ar other encumbrance.
2.4 The Company and the Owner undertake
forthwith to inform the Administrator of any other
matters that might affect khe Company andl
ar the Administrator's willingness to provide, or
continue to provide, any of the Services or any
matter that is material to the management ar
affairs of the Company.
2.5 The Owner irrevocably agrees that the
Administrator can (but shall not in any event
be obliged to) rely on communications received
from him in determining what steps it is required
to take in administer+ng the Gamp~ny.
3. Fees and payment
paye 3
charged on the basis of daily rates, they will Agreement. such increase shall be calculated
be calculated on the basis of seven warKing by reference to Eurostat's flash estimate for
hours per day worked. Hours worked in excess Euro area annual inflation as at December 31 of
of seven hours may be charged on a pro-rata the immediately preceding year during which the
basis. Hours worked an Saturday, Sunday or a Services are to be rendered ("Flash Estimate")
bank holiday in the Isle of Man may be subject to plus 1.b% of the immediate{y preceding year's
a premium at the discretion of the Administrator. scale of charges. in the event that the Flash
Estimate is a negative figure the dash Estimate
3.8 All fees are stated exclusive of shall be ignored far the purpose of calculating the
disbursemenks, i'he Company and the owner annual increase so that the Administrator's fees
agree ko pay all reasonable disbursements, shall increase only by 1,5% of the immediately
e.g, courier expenses, travel, accommodation preceding year's scale of charges. Subject to
etc that the Administrator r~asanably incurs in the foregoing and to any contrary agreement in
connection with the provision of the Services. .relation to annual ~r other periodic charges the
Administrator shall be entitled to vary such scale
3.9 If the Administrator's personnel are of charges by not less than 3Q calendar days'
required to work away from home for extended notice.
periods, the Administrator sha(i be entitled to
determine how their time is divided between the 3.73 lnvaices (including disbursements
location away and their home. Travel time, other incurred vn beha{f of the Company) will be
than time spent travelling from a local residence rendered to the Company periodically. On
to the normal place of work, may be charged at occasion there may be a timing difference
the Administrator's standard hourly rate. betv~reen the date adisbursement isincurred -and
the date it is billed. Therefore invoices may not
3,1a Any estimate that the Administrator necessariEy include all disbursements incurred
provides, whether for budgeting ar any other on behalf of the Company at the date of issue.
purpose, is indicative on{y and is not contractually In these situations, the disbursement will be
binding. included on a future invoice.

3.11 All fees and charges ara exclusive of 3.14 The Administrator shalt be entitled and
Value Added Tax and ether applicable duties (if is irrevocably authorised to withdraw funds
any}, which shall be payable in addition to such from any moneys held by it on behalf of, or any
fees and charges ~y the Company and/or the account managed by it on behalf of, fhe Owner
Owner. and/or the Company in order to discharge all and
any fees and expenses payable hereunder.
3.12 The Administrator's fees shall b~ subject
to an annual increase effective January 1 in each 3.15 The Camp~ny and the Owner agree
subsequent year during the continuance of the that the Administrator, its subsidiaries and

page 5

5. Information and confidentiality
5.1 The Administrator agrees that where
the C7wner or the Company gives it confidential
information subject as stated herein it shall use
ail reasonable endeavours to keep it confidential.
5.2 Without pt'ejudice to the said duty of
confidentiality, the Administrator reserves the
right to act for other clients (including competitors
of the Owner/Company).
5.3 The Company and the Owner
acknowledge and accept that the Administrator
provides its se+vices-#o a large number of
companies, organisations and individuals
worldwide and that the Administrator may
provide services to companies, organisations
and individuals which the Company and the
Owner might regard as giving rise to a conflict of
interest. Whilst the Administrator will endeavour
to identify and manage such situations the
Administrator cannot be certain, particularly
if agents or correspondents are used, that the
Administrator will identify all of those that exist
ar .may develop. The Administrator therefore
requests the Company and the Owner to notify
the Administrator Qf any conflicts relating to the
Services of which the Company or owner are
or b~com~ aware. Where any such conflicts are
identified and the Administrator believes that the
interests of the Company and the Owner can be
prop~riy safeguarded by the implementation of
procedures the Administrator will discuss and
agree with th~ Company and the Qwner the
arrangements that the Administrator will put in
place to preserve confidentiality and to ensure
objectivity an the part of the Administrator in the
provision of the Services.
5.4 The Company and the Owner consent
to the use, by the Administrator (or any third
party acting on behalf of the Administrator}, of
information (including personal data) provided
by the Company and the Owner ("Data") for
the purpose of enabling the 'Administrator
to undertake due diligence enquiries of the
Company and the owner and to comply with
any legal and regu{atory requirements which
shall include carrying out initial and- on-going
background checks ("Purpose"}. The Company
and the Owner further consent to the transfer
of the Data outside the Isle of Man and the
European Economic Area to enable the
Administrator (or any third party acting on behalf
of the Administrator} to process the Data for the
Purpose,
5.5 TheCompanyandtheOwneracknaw(edge
that theAdministrator is bound by regulatory and
other obligations under law of the jurisdiction
in which the Services are provided and the
jurisdiction of incorporation of the Company and
agree that any action or inaction on the part of
the Administrator as a resulk thereof shall not
constitute a breach of the Administrator's duties
hereunder.
5.6 The Company and the Owner consent tc
the storage of information in connection with the
provision of the Services by the Administrator
{or any third party acting on behalf of the
Administrator):
6.6.1 on any device that can be easily
page 7
Company by reason of the use of electronic mail legal or regulatory requirement in any applicably
(whether arising from malware or otherwise) and jurisdiction. Notwithstanding the ,above, in such
hereby release the Administrator from any such circumstances, either party may seek to vary the
liability. The Administrator shat{ .not be liable for Agreement to ~vaid such a legal or regulatory
any lass or damage caused by the transmission breach; or
by it of an infected email.
9,2.3 the other .party goes into liquidation
8. Assignment (excepf for _the purpose of a .bona fide solvent
amalgamation or re-arganis~tion) ar is declared
These Terms shall b~ binding upon and enure bankrupt; or a bankruptcy petition is presented
for the benefit of the successors of the parties against him or a receiver or administrator is
but shall not be assignable in whole or in part by appointed in aspect of 's t; or
either parties without the priorwntten consent of
the other, 9.2.4 any encumbrancer takes possession of a
material part of the property of the other. party or
S. `.Termination and ,Suspension of execution is levied in respect of the otn~r party's
cervices assets; or

9.1 The Agreement may be terminated by the
Administrator ar the Company by one party giving
3Q calendar days wri#ten notice {nr such shorter
notice as the other parties may agree to accept)
to the other party whereupon the Agreement and
the obligations of the parties (save as set out in
clauses 3, 4, 5, 9.6 and 9,7 and an respect of
antecedent breaches) shall cease artd terminate.
9.2.5 anything analogous to any of the foregoing
occurs in relation to the other under the law of
any jurisdiction.
9.3 The Administrator shall be entitled to
terminate tF~e Agreement with immediate effect
by written notice to the Company in the event
that:

9.2 The Agreement may be terminated with 9.3,1 sanctions are imposed on the Company,
immediate efFect by notice in writing by either the any officer ar direct or indirect shareholder of or
Company or the Administrator in the event that;- person otherwise connected with the Company
ar the (Jwner in any jurisdiction in which `the
9.2.1 the other party commits any material Administrator operates; ar
breach of its obligations under the Agreement or
under any other agreement between the parties; 9.3.2 any legal proceedings are commenced
4f against the Company (including any injunction or
investigation proceedings}.
9.2.2 its performance or any aspect of it results,
or mighk result, in either party breaching any

page 9
name the Sharas should be transferred khe
Administrakor, in its absaiute discretion, sha{i be
irrevocably authorised by the Owner to execute
an instrument of transfer, naming the Owner as
transferee of the Shares.
tha Company will be deemed to have agreed to
the destruction of such records. If the Company
wishes fhe Administrator ;to .retrieve specific
documents and other papers the Administrator
res~rv~s the right to charge far such services,

9,11 The Administr~tar shall nat be liabla 1~. Data Protection

far the consequences of its action pursuant to
clauses 9.~, 9.2 ar9.3 and pending such transfer The Administrator is registered as a holder
the Administrator may disregard directions of persona( data under the Isle of Man Doke
from tt~e Company. It is further agreed by the Protection Act 2002 (as amended from time to
Company and the owner that in the event of the time). The Company andlor Owner may ak arty
Administrator being entitled to pct in accordance time request, in wr+ting, a copy of their respective
with the provisions of clauses 9.1, 9.2 ar 9.3 then personal data held in electronic form.
these Terms shall continue to apply for the benefit
cif the Administrator until the process of removal 12. Non-solicitation of Administrator's
of the affairs of the Company affected to the employees
Administrators successors has been completed.
l'he Company and the owner each agree that
9.12 The remaining provisions of these Terms for a period of two years fo{lowing the termination
including without limitation provisions relating of the Agreement; neither the Company nor the
to notices, indemnities and fees shall survive Qwner will directly or indirectly solicit, induce,
termination. recruit or encourage any of the Administrator's
employees to leave their employment, nor take
1Q, Retention of Flies and Records away such employees, or attempt to solicit,
induce, recruit, encourage, #ake away or hire
It is the practice of the Administrator to make and employees of the Administrator, either for the
fila electronic copies of documents, memoranda, Company, the Owner or for any other person or
notes and carrespondcnce and, save far original entity.
signed deeds, minutes and sham certificates, the
Administrator shall be entitled (but not abfiged} to 13. Quality of Service
destroy hard copies and store the remainder of
the flies electronically. After six years, continued 13.1 It the Company or Owner would like to
retention (whetherin electronicfarm orotherwise) discuss how the Administrator could improve
Qf files of papers and documents (other than its SGNIC@5 or if the Company or Owner is
originals) is an the clear understanding that unhappy with the Services they are receiving,
the Administrator has the right to destroy all they may contact th~ Managing Director of the
such files at such time as the Administrator Administratoe or, in his absence, any of the other
considers appropriate. In accepting these Terms Directors of khe Administrator.

page 11
18 1 4 The Administrator shat! require the written release is confirmed in writing.
authority :and instructions `of all - such Owners in
respect of tie notice regarding termination of the 2't. . Deemed Acceptance
Services
The Company and/or the~wner,shaii be deemed
8.2 if the `,Owner or any one of them shalt to have accepted these Terms if the Administrator
die, `became bankrupt or ofi unsound mind .or, is instructed in relation to the Services,
being a company; shall be dissolved o~ enter into
winding-up or any analogous pr~cess,`,then the 22. . : Entire Agreement ;
Administrator.may, but shall not be obliged to,
require proof to its satisfaction that any person 22.1 : `The Letter, the Schedule and these Ternis
claiming authority in respect ,of a `company constitute .the entire agreement between ..the
by or through the .C?wn~r 'has 'such authority parties in relation to the provision of the Services.
and, pending proof, the Administrator may in to tha Company.
its `completa .discretion ;and . without .liability for
the consequences, act or ~~cline #o act on the 22.2 Subject to any applic~ble.legai, regulatory
directions of such claimant. or other professional restrictions or requirements,
the ,Company, `the Owner and the .Administrator
19. tnteilectual Property Rights each acknowledge that they have not .entered
into the `Agreement on the .basis .of and ,have
TheAdministratorowns sllthe intellectual property :not relied upon ;any statement, representation,
rights in alI systems, techniques, methodologies, warranty ,or, other provision, :except :.those
ideas, concepts, information, documents and expressly included in :the ,Agreement. Subject
know-how developed .during the .pertormance as previously mentioned, no _remedy shall b~
of its duties including without :limitation :any available in respect of any untrue .statement,
copyright`The Administrator shall be free to use representation or warranty other than 'a remedy
any systems, techniques, methodologies, ideas, under the Agreement, This clause shall not apply
canr.~pts, information, documents ar know-how to any .statement, representation ar. warranty
it may develop or use in the_ pertormance of its made fraudulently. `
duties under the Agreement for other clients
subject to not being in breach of any duty of 23. Law and jurisdiction
con~rd~nti~lity.
The P,greement :shall be , govemad by and
20. Waiver construed in accordance with isle afi Man law
`and any dispute arising in respect thereof ,shall
Any, delay in enforcing any provision of the be subject to the exclusive jurisdiction of the Isle
Agreement will not affect ar restrict any of .the of Man High Court `and the Company and the
'.rights and powers arising under the Agreement. `.Owner hereby submit to the exclusive jurisdiction
The Company, the Qwner end the Administrator of the lsl~ of Man High Court.
or :any one of them will only be taken to have
released their rights under the Agreement if such
page 13
~n~~ ~ra~ed
Capa i1i~~~s
Company Incorporation
Our charge for incorporating an Isle of Man registered private company with an authorised
share capital of G~P2,Qg4 is GBP835. This charge includes government filing fees and
capital duty payable upon incorporation. Our charges for incorporating companies in other
jurisdictions are available upon request.

Trust Establishment
Our charge for making a declaration of trust is GBF'985.

~iducfary services -Manx Ftesid~nfi Cc~mp~r►ies

{?ur charges for providing resident directors, qu~lifed company secretary, registered office
facilities and nominee sharehoEders is GBP1,875 per annum.

S~atutc~ry mainfienanc~ -- Manx Resident Companies

Our charge for statutory maintenance is GBP445. This fee includes tl~e maintanance of the
company's statutory registers, the preparation and submission to the Registrar of Companies
of the company's annual return, the convening and holding of the company`s annu~{ general
masking, but it does not include any governmental filing fees, duty or taxes payable by the
company in respect of the foregoing.

Fiduciary services -- Manx Resident Trusts

Our charge far providing trustees is GBP2,~OQ per annum, This fee inc{udes convening
and holding an annual meeting of the trustees. Where the only assets held by the trustees
comprise shares in a Company for which Integrated-Capabilities Ltd provides fiduciary
services this fee will b~ abated to GBP1,145 per annum.

Time charges for administration services

Atintegrated-Capabilities Ltd we operate tiered pricing for our hourly rtes. Clients have told
us that they would like us to build choices into our pricing. As we are client led we have dan~
exactly that. Integrated-Capabilities Ltd offers Platinum, Gold, Silver and 8rortze service
packages. Clients that want a little morn will pay a liktle mare. Integrated-Capabilities Ltd
gives service guarantees which correlate to the service package selected,

p~g~
Platinum Service Package - GgP19'~ per hour
Our Platinum Service Clients are guaranteed a 24 hour turnaround, subject to circumstances
outside our contras and instructions being received not later than midday Central European Time on
a business day. If Integrated-Capabilities Ltd fails to meet this service level commitment the hourly
rate far the wark performed will be automatically charged at our Bronze Service Package rate of
GBP71 per haur.

Gold Service Package -- CBP14~4 per hour

Our Gold Service Clients are guaranteed a 4B hour turnaround, subject to circumstances outside our
corttroi and instructions being received not later than midday Central European Time an a business
day. It Integrated-Capabilities Ltd fails to meet this service level commitment the hourly rate for the
work performed will be automatically charged at our Branze Service Package rake of GBP71 per
hour.

Silver Service Package -~ GB~107 per hour

Our Silver Service Clients are guaranteed a 72 hour turnaround, subject to circumstances outside our
control and instructions being received not later than midday Central European Time an a business
day. If Integrated-Gapabiiities Ltd fails to meet this service level commitment the hourly rate far the
work performed will b~ automatically charged at our Bronze Service Package rate of GBP71 per
hour.
Please note that the Silver Service Package is our defau{t package.

Bronze Service Package ~- G~P'7'i per hour

Our Bronze Service Clients are guaranteed a 120 hour turnaround, subject to circumstances outside
our control and instructions being received not later khan midday Central European Time on a
business day, If Integrated-Capabili#ies Ltd fails to meet this service level commitment th~r~ will be
no charge for the work performed,

C~~ elier~ts `"pick & rr~ix rr s~rviee p~ekages~

Yes, of course. We recognise that sometimes tighter deadlines might need to be met than are
guaranteed in your selected service package so we let you prioritise the deadlines and we'll adjust
the rate accordingly -it's as simple as that.

na9E a
Bookkeeping &accountancy services
Routine bookkeeping services are charged for on a monthly basis at our Bronze Rats, any other
bookkeeping and accounting work is charged far at our Silver Rate subject to SeniorAccaunts Review
at our Gold Rate. Our minimum charge for preparing statutory accounts is GBP~415 and assumes
that we will also provide bookkeeping services. An estimate will be provided upon engagement once
the expected level of activity and turnover has been considered. If an ~~ernai audit is required, the
auditor's fee will be charged for separately.

Dissalu~ion o~ Company
Our charge for making an application to the Companies Registry for a Declaration of Dissolution
of an Isle of Man registered private company in gaoc! standing is G~P52~. This charge includes ail
advertising casts and government filing fees payable in connection wikh the application.

Value Added Tax

All charges are subject to Vafue Added Tax (when applicable) at prevailing rates.

Tai(ared packages are also available, upon request,

Rev. 2013-01-01-IOM
 .. . ~ ,.

j
z<

nt~ rated
~a pa ilities
What is a client bank account?
A client bank account is a bank account held
by, and in the name of, integrated-Capabilities
Ltd ("us" or "we"~ in which we will hold your
money on trust fnr you while it remains in
the account. All money held in a client bank
account is referred to as client money.
A client bank account is specially created by
us for the purpose of holding your money and
the money of other clients. The client bank
account is segregated from any other bank
account in our name holding money which is
our money.
All client bank accounts are held at recognised
banks. A recognised bank is a bank which
holds a licence issued by the Isle of Man
Financial Supervision Gammission for deposit
taking or is authorised under the law of another
acceptable country or territory to carry on
activities corresponding to deposit taking (see
rule 3.2 of the Financial Services f~ule Book
2049 for the full definition).
In relation to fiduciary services, please note
that an account held in the name of your
company, or as trustee of your trust, is not a
client bank account. 1# is mandated to your
company car the trustee cif your trust and the
company or the trustee is the legal owner of
the money held in tha# account. As the money
in these accounts is not classed as client
money the details relating to pooling of money
in client bank accounts (as detailed below) do
not apply.
What different types of client bank
accounts are there and what are the
differences between them?
There are different types of client bank
account. The main difference between the
types of client bank account is what happens
in the event of a bank failure (i.e, where, as
a result of the failure, the client money held
by us is insuffic(ent to pay the claims of ail
clients}.
It is therefore important thafi you understand
the risks associated with the different types
of client bank account and ensure that we are
made aware of your preferences {if any) in this
regard.
General client bank account
A general client bank account usually holds
money of several clients. The money may
be held at one bank or the money may be in
multiple bank accattnts spread across several
banks.
In the event of a default of a bank where w~
have a general client bank account, client
monies held in all of our general client bank
accounts will be pooled (even if money is held
in more #han one general clienfi hank ~ccaunt
and the accounts are held in more than one
bank). In this situation, each client who has
money in the general client bank account will
lose an equal proportion of their money,
whether or not the ban{c your client money is
held with is in default. This loss wii! be adjusted
by any compensation arrangements in place.
page 2
Specified client bank account
A specified client bank account is a client
bank account where --~
(i) you have chosen the bank where your
money will be held; or
(ii) we have chosen the bank for you and
have let you know the name of the bank
and the fact that the account is a specified
client tank account within 5 business days
of the account being opened;
than the bank which is in default, your money
will not be pooled with clien# money held in
any other client bank account (at that or any
other bank} and as in the event of default of
another bank you would not lose any of your
money.
If you want your money to be held in a specified
cEient bank account, you must ask us to open
one for you. You may select the bank at which
it is opined or, if you would prefer, we may
select a bank for you.

A specified client bank account is intended (CMIS 2010-01)

to hold client money in a bank selected by
you and by other clients. The account will be
segregated from any other account holding
client money. It will have the word "specified"
(or an appropriate abbreviation) in its title.

If your money is held In a specified client bank

account and the bank at which that money
is held goes into default, the monies will not
be pooled with client money held in any other
client bank account and you could potentially
lose the total amount held at the bank (subjecfi
to any compensation arrangements in place),
Under the liquidation, ar any compensation
scheme in place at that time, you may be
entitled to claim against the money in the
specified client bank account.

However, you woufci not be entitled to claim

against any o#her client bank account (at that
or any other bank} in respect of that money.
On the other hand, if your money is held in a
specified cilent bank account at a bank other

page 3
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EXHIBIT D
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EXHIBIT E
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EXHIBIT F
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