IN THE CIRCUIT COURT OF THE TWELFTH JUDICIAL CIRCUIT IN AND FOR MANATEE COUNTY, FLORIDA SEOENG LLC., a Florida Limited Liability Company, Plaintiff, vs. CASE NO. 09 CA 04834 JAMES C. FINK, JENNIFER A be FINK, SCOTT STOUFFER and E MAURA STOUFFER, 2 Defendants. 2 / © 1s AMENDED COMPLAINT Plaintiff, SEOENG LLC. (“SEOENG” or “the company”), by and through its undersigned counsel, sues Defendants, JAMES C. FINK, JENNIFER A. FINK, SCOTT STOUFFER and MAURA STOUFFER, and alleges: GENERAL ALLEGATIONS 1. This is an action for damages in excess of $15,000.00, for declaratory relief, and for injunctive relief involving personal property valued in excess of $15,000.00. 2. Plaintiff SEOENG is a Florida limited liability company with its principal place of business in Bradenton, Manatee County, Florida. 3. Defendant James C. Fink is an individual residing in Manatee County, Florida, who is identified in the operating agreement of SEOENG as a member, and whose rights may be affected by this proceeding, Defendant Jennifer A. Fink is an individual residing in Manatee County, Florida, who is identified in the operating agreement of SEOENG as a member, and whose rights may be affected by this proceeding5. Defendant Scott Stouffer is an individual residing in Manatee County, Florida, who is identified in the operating agreement of SEOENG as a member, and whose rights may be affected by this proceeding. 6. Defendant Maura Stoufferis an individual residing in Manatee County, Florida, who is identified in the operating agreement of SEOENG as a member, and whose rights may be affected by this proceeding. 7. On or about December 5, 2006, James C. Fink filed Articles of Organization for SEOENG with the state of Florida, identifying as its managers Scott Stouffer and See A Room, Inc., a corporation owned or closely held by James C. Fink. A copy of the Articles of Organization is attached to the Complaint as Exhibit A and incorporated herein by reference. 8 James C. Fink used his home address as the company's principal place of business. 9. Atthe time James C. Fink filed the Articles of Organization no operating agreement was in existence for SEOENG. 10. Thereafter, on or about January 24, 2007, James C. Fink prepared an operating agreement, a copy of which is attached to the Complaint as Exhibit B and incorporated herein by reference, which was executed by the four members of SEOENG, consisting of James C. Fink, Jennifer A. Fink, Scott Stouffer and Maura Stouffer. Bach person held a 25% membership interest. 11. The operating agreement in section 2.4 provided Scott Stouffer and James C. Fink would be “voting members” and act as managers of the company. 12. In section 2.5, the operating agreement provided voting members would act collectively and unanimously.13, Insection 4.1, however, the operating agreement requires that any actions taken must be authorized by all members, even though in the same paragraph it states the voting members may authorize other members to act on behalf of the company. 14, Regardless of the language of the operating agreement, however, the members, from the inception of the company implemented management and voting plans entirely inconsistent with the operating agreement 15. Specifically, on February 7, 2007, James C. Fink filed a new annual report with the state of Florida identifying all members as managers. A copy of the 2007 annual report is attached to the Complaint as Exhibit C and incorporated herein by reference. 16. Thereafter, the roles of the members evolved as SEOENG continued to define its business strategy, and in or about April 2007, Maura Stouffer prepared an organizational chart, attached to the Complaint as Exhibit D and incorporated herein by reference, defining each of the members’ title and duties. 17. As SEOENG continued to implement its business strategy, the roles of the members continued to evolve, and in January of 2008, Maura Stouffer prepared an additional organizational chart, attached to the Complaint as Exhibit E! and incorporated herein by reference, removing, Jennifer A. Fink as director of client development and reducing her role to administrative support for James C. Fink, and further limiting her role with the company. 'Plaintiff has redacted certain confidential information from Exhibits E, F, H, I, K,L,M, P and Q in an effort to protect the company’s proprietary and confidential information, as well as customers and subjects under non disclosure agreements. Complete copies will be provided to Defendants’ counsel upon request and confirmation that such sensitive information will be kept confidential. 3