PREMIUM OF AMERICA, LLC * IN THE
* CIRcuIT COURT
V. * FOR
TURNING BLOCK, LLC, El AL. ANNE ARIJNDEL COUNTY
* CASENO. C-10-155311
* * * * * * * * * * * * *
PETITION FOR CONTEMPT
Plaintiff, Premium of America, LLC ("POA") by its attorneys, submits this Petition
for an Order of Contempt pursuant to Maryland Rule 15-206 against Defendants
Turning Block, L.LC, Marvin Sanford Richardson, a/k/a Sanford Richardson and Alliance
Advisors, LLC, and for cause states:
1. On September 1, 2010, this Court entered a Temporary Restraining Order
Enjoining Turning Block, LLC, Marvin Sanford Richardson, Alliance Advisors, LLC and
Edward Holt, MD from Further Solicitation of Membership Interests in Premium of
America, LLC and Use of any Transfer Agreements by Members of Premium of
America, LLC (the 'TRO"). A copy of the TAO is attached hereto as "Exhibit A."
2. The TRO enjoined the Defendants from;
II a. Continuing to solicit POA's Members to consummate any transfer
: of their Membership Interests; or
S b. Using or taking any action with respect to the Transfer Agreement
signed by POA's Members.
3. The TRO also ordered the Defendants to return to each Member their
signed Transfer Agreement and to declare their agreement null and void.
4. On September 3, 2010, Defendants Turning Block, LLC and Richardson
moved to vacate or modify the TRO.
5. On September 7, 2010, a hearing was held on Defendants' molion to
vacate or modify before the Honorable Phillip T. Caroom.
6. On September 9, 2010 the Court entered a written Opinion as to Motion to
Vacate of Modify the Temporary Restraining Order and an Order Denying Motion to
Vacate or Modify Temporary Restraining Order.
7. The Court delivered the Opinion and Order to Defendant's counsel, Tate
Russack, Esquire on Thursday, September 9, 2010 1 with instructions that Mr. Russack
serve those documents on opposing counsel and co-defendants' counsel. Mr. Russack
did not serve the papers on POA's counsel until 5:30 PM EDT on Friday, September 10.
8. On September 3, 2010, two days after Ihe entry of the TRO, Defendants
Richardson and Turning Block, LLC drafted a solicitation letter directed to Premium of
America Members. A copy of the September 3, 2010 solicitation is attached hereto as
9. During the past 24 hours POA's Members began contacting Membership
Services to state that they received the September 3 solicitation in the mail and that
Turning Block has resumed its telephone solicitation campaign.
10. Defendant Alliance Advisors, LLC mailed the September 3, 2010
solicitation to Members of POA on September 11, 2010. A copy of the mailing envelope
for the September 3, 2010 solicitation is attached hereto as "Exhibit C."
11. The September 3, 2010 solicitation that Alliance Advisors, LLC mailed to
POA Member Larry A. Hake, contains a Transfer of Membership Interest Form and a
solicitation to return the completed document by September 30, 2010. A copy of the
Transfer ot Membership Interest Form is attached hereto as "Exhibit 0."
12. On September 1, 2010, after the TRO was entered, Alliance Advisors,
LLC stated that it had ceased making telephone solicitations to POA Members "effective
as of 5:57PM EDT 9/1/10." The statement came in Ihe form of an email message from
Alliance Advisors, LLC agent Peter Casey to POA's attorney, Shannon Knox, on
September 1, 2010 at 6:26 PM EDT. A copy of Alliance Advisors, LLC's email message
is attached hereto as "Exhibit E."
13. Defendant Alliance Advisors, LLC continues to make telephone
solicitations to POA Members on behalf of Defendants Turning Block, LLC and
Richardson. For example, Member Kenneth Aungst contacted POA's Membership
Services to inform them that he received a telephone call from Turning Block on
September 13, 2010 soliciting him to deliver to Turning Block paperwork "against
Premium of America before September 30, 2010." Mr. Aungst sent a fax staling this
information to POA's Membership Services. A copy of Mr. Aungst's tax is attached
hereto as "Exhibit F." Mr. Aungst also received mail from Turning Block identical to the
September 3 solicitation.
14. Another Member, Gene Hesse, received a telephone solicitation from
Turning Block, LLC on September 13, 2010— nearly two weeks after the entry of the
TAO. See Affidavit of Gene Hesse attached hereto as "Exhibit G."
15. Defendants have failed to comply with the requirement of the Temporary
Restraining Order that they return to each Member their signed Transfer Agreement and
to declare their agreement null and void.
16. At 5:30 PM on Friday, September 10, 2010, Defendants' counsel called
POA's attorney, Steven Leitess, to say Ihat the Defendants were not prepared to
participate in the preliminary injunction hearing on Monday, September 13. During this
telephone call POA learned for the first time that the Court denied the Defendanis'
motion to vacate the TRO the day before. At Mr. L.eitess' request, Mr. Russack emailed
a copy of the order. Mr. Russack asked whether POA would agree to continue the
September 13 preliminary injunction hearing if the Defendants agreed to keep the TRO
in place until a hearing could be scheduled on the merits of POA's claims. POA agreed
to that request. A combined preliminary injunction hearing and merits trial is scheduled
to take place on November 19, 2010.
17. Defendants Turning Block, LLC, Richardson and Alliance Advisors, LLC
knowingly and intentionally violated the specific directives of the TRO.
18. The conduct of Defendants Turning Block, LLC, Richardson and Alliance
Advisors, LLC constitutes constructive civil contempt of this court. Lynch v. Lynch, 342
Md. 509 (1996); Bahenav. Foster, 164 Md. App. 275 (2005).
19. Contempt proceedings are appropriate where there is a failure, in
contravention of a court order, to do that which has been ordered, or the doing of that
which is prohibited. Lynch, supra, 342 Md. At 519. A party may be held in contempt
when his conduct is willful. Dodson v. Dodson, 380 Md. 438, 452 (2004).
20. Any party to an action in which contempt occurs may initiate a proceeding
for constructive civil contempt by filing a petition with the court against which the
contempt was committed. Md. Rule 15-206 (b)(2).
21. Plaintiff seeks an order requiring incarceration of the defendants to compel
compliance with the court's Temporary Restraining Order, with an opportunity lo purge
their contempt by complying fully with the Temporary Restraining Order.
WHEREFORE, Petitioner respectfully requests that the Court:
A. Enter an order requiring that Defendants Turning Block, LLC, Richardson
and Alliance Advisors, LLC file an answer, within ten days of service of the order,
showing cause as to why they should not be held in contempt of Ihe September 1, 2010
Temporary Restraining Order;
B. Enter an order providing for a prehearing conference, or a hearing, or both
on Plaintiff's Petition for Contempt;
C. Issue a nolice to Defendants Turning Block, LLC, Richardson and Alliance
Advisors, LLC that Plaintiff is seeking incarceration as a means to compel compliance
with the Temporary Restraining Order; and
D. Enter such other and further relief as Plainliff's cause may require.
LEITESS LEITESS FRIEDBER +
Steven K. Fodder
Steven N. Leitess
10451 Mill Run Circle, Suite 1000
Owings Mills, Maryland 21117
Attorneys for Premium of America, LLC
CERTIFICATE OF SERVICE
I HEREBY CERTIFY, that on September 14, 2010 I caused a. copy of the
foregoing Petition for Contempt to be mailed, by first class mafi, to the following:
Tate M. Russack, Esquire
100 Severn Avenue
Annapolis, Maryland 21403
Mark I. Silberblatt, Esquire
Angelo R. Bisceglie, Esquire
Bisceglie & Demarco, LLC
365 Rifle Camp Road
Woodland Park, New Jersey 07424
Edward Holt, MD
3 Severn Court
Annapolis, Maryland 21301
Steven N. Leitess
PREMIUM OF AMERICA, LLC * IN THE
PLAINTIFF, * Cincuiî COURT
V. * FOR
TURNING BLOCK, LLC, El AL. * ANNE ARUNDEL COUNTY
* CASENO. C-1O-155311
* * * * * * * * * * * * *
Upon the foregoing Pelition for Contempt, it appearing that Petitioner has alleged
sufficient facts for the Court to believe that Defendants Turning Block, LLC, Marvin
Sanford Richardson and Alliance Advisors, LLC may have willfully violated this Court's
Temporary Restraining Order entered in these proceedings,
NOW THEREFORE, it is this day of September, 2010, ORDERED, that
Defendants Turning Block, LLC, Marvin Sanford Richardson and Alliance Advisors, LLC
shall file an answer to the Petition for Contempt rio later than 10 days from service of
this Order; and it is
FURTHER ORDERED, that Defendants Turning Block, LLC, Marvin Sanford
Richardson and Alliance Advisors, LLC shall appear in person for a Prehearing
Conference shall be conducted before this Court on the day of _____________
2010, at _______ and it is
FURTHER ORDERED, that Defendants Turning Block, LLC, Marvin Sanford
Richardson and Alliance Advisors, LLC shall appear in person for a Nearing on the
merils of the Petition for Contempt on the day of ___________, 2010, at _______
Circuit Court for Anne Arundel County
PREMIUM OF AMERICA, LLC * IN THE
PLAINTIFF, * CIRCUIT COURT
V. * FOR
TURNING BLOCK, LLC, ET AL. * ANNE ARUNDEL COUNTY
* CASE No. C1O-155311
* * * * * * * * * * * * *
TO THE PERSON ALLEGED TO BE IN CONTEMPT OF COURT:
1. It is alleged Ihat YOU have disobeyed a court order, are in contempt ol court, and
should go to jail until you obey the court's order.
2. You have the right to have a lawyer. if you already have a iawyer, you should consult
the lawyer at once. If you do not now have a lawyer, please note:
(a) A lawyer can be helpful to you by:
(1) explaining the allegations against you;
(2) helping you determine and present any defense to those allegations;
(3) explainIng to you the possible oulcomes; and
(4) helping you at the hearing.
(b) Even if YOU do not plan to contest that you are in contempt of court, a lawyer can be
(c) It you want a lawyer but do not have the money to hire one, the Public Defender may
provide a lawyer for you.
• To find out if the Public Defender will provide a lawyer for you, you must contact the
Public Defender after any prehearing conference or master's hearing and at least 10
business days before the date of a hearing before a judge.
• If no prehearing conference or master's hearing is scheduled, you should contact the
Public Defender as soon as possible, at least 10 business days before the date of
the hearing before the judge.
• The court clerk wHI tell you how to contact the Public Defender.
(d) If you want a lawyer but you cannot get one and the Public Defender will not provide
one for you, contact the court clerk as soon as possible.
(e) DO NOT WAIT UNTIL THE DATE OF YOUR COURT HEARING TO GET A
LAWYER. If you do not have a lawyer before the court hearing date, the judge may find
that you have waived your right to a lawyer, and the hearing may be held with you
unrepresented by a lawyer.
3. IF YOU DO NOT APPEAR FOR A SCHEDULED PREHEARING CONFERENCE,
MASTER'S HEARING, OR COURT HEARING BEFORE THE JUDGE, YOU WILL BE
SUBJECT TO ARREST.
Circuit Court for Anne Arundel County
IN THE CIRCUIT COURT IOR ANNe ARUNDEL COUNTY
PnEMIUMOFAMEflICA, LLGJ *
CAsE No. C1O-15i1
TURNING BLOCI(, LLC, ET AL,1 *
A * * * * A A A * A * *
TEMPORARY RESTRAINING ORDER ENJOININcI TURNING BL0cIç LLC, MARVIN SANDEORD
RICNARDSON J ALLIANCE AevIsons, LLC AND EDWARD HOLT MD FROM
IkJRTHER S0UCIIATI0N OF IVIEML3ERSHIP INTEReSTS IN PREMIUM OF? AMERiCA, LLC
PJJSE OF ANY TRANSFER Aa EMt'tTs DV MEMDERS OF IuEMIUMOEHiQiLQ
Upon consideration of the Petition of Premium of America, LW for Temporary
Hestraining Order and Preliminary Injunction (the "Petition"), and any response thereto,
the Court hereby:
HNDS, that har'iI reiIt to Premium oF America, LLG ("POA") if a temporary
restraining order does not issue enjoining defendants Turning Block, LLC ('Turning
iook"), Marvin Sanford Richardson, Alliance Advisors, LLG and Edward Hell, MD
(collectively, the 'Defortdanls") From any further solicitation of POA's Members and use
of any improperly obtained Transfer Agreements entered into by POA'a Members; and
F1NDS, Ihal the hGrm to POA rosultinri from the Defendants improper solicitation
of the ranslor of POA'a Members ls-and-I4tIF-bo irreparable; and fwlher
FINDS, that POA Is Hke!y to succeed on the merits of its claim against the
Defendants; and further
PINDS, that any Member's agreement to transfer their interests to Turning Block
vIolates the LLC Agreoment;ancl further
FINDS, (hat balancing the potential harm to POA If the requested relief is denied
wh the potential harm to the Defendants if (he requested relief is granted weighs
hoavily in favor of granting the requested relief; and further
FINDS, that little or no public interest will bØllectecf'by granting the requested
Accordingly, the reliel requested appearing appropriate under the Circumstances,
it is hereby:
ORDHED, that, the Defendants are enjoined from continuIng to solicit POA's
A P,6f1Y' /A'f
i-atrans(elof their Membership Interests In FOsnd it ltwihpj
1tIil 72/f 64- /-2'jrçj / 47/i
ORflHEI3, filet (ho Defendants ace prohibited from using or otheiwise taking
any action wilh reaped to the Transfer Acjreerrionts signed by POA's Members; and Ills
ORDERED, that (ho Defendants aro compelled to reium to each. Member their
signed Transfer Agreenenl and to declare their agreement null and void; and Ills
ORDERED, that thIs Order shall expire ton days from (ho date hereof for the
rosidont defendants and thirty-Jive clays from the date hereof for the non-resident
defendants; and it is further
&c—& 1?J' )_ ,t (o i4 (SfO
frk2 J4 _/ø' i $ air 'A .P 1Z
- —' c Ai/ c/uui/'
a 2 j 1/iu 54 sJ
ERE • that a party or person affected by this Orde/may apply for a
modilication or dissolution of the order on twQ days ! notice, or such shorter notice that
the Court may proscribe, to the party who obtained the Order; and it is further
ORDERED 1 that ii the ijeaiingon the preliminary injunction Is atrnereiiihfOc C
days frornjh4aIe hrot, POA may apply t this Cci irtdxlend Ibis Order for a -
,e6na len-day period at tho expiration of the Iirs; and it is further
ORDEAED I that POA shall provide a copy Qf this Order to the Defendants in this
action by sending copies to:
Turning Block, LLC
0/0 M. Sanford Richardson 1 President
2 lsaaes Street
Annapolis, Maryland 21401
Marvin Sanford Fliohardsori
2 lsaac Street
Annapolis1 Matylancl 21401
Turning Block, LLC & Marvin Sanford flichaidson
0/0 Nick Spradhin, Esq,
The Law Offices of Nick Spradlin, PLLC
(accepting service for Sanford Richardson and Turning Iock 1 LLC)
Alliance Advisors, LLO
0/0 Kevin Mackey, Fiesidehi Agent
112 Chopin Drive
Wayne1 NJ 07470
Alliance Advisors1 LLC
0/0 Peter Casey
(accepting service for AllIance AdvIsors, LLC)
Edward Roll, MD
3 Severn Court
Annapolis, Maryland 21401
via lIrsi class mall, postage prepaid, wRhin live (5) business days from the date of entry
of this Order; and ills Iuilher
ORDERED, that thi Court shall hold a hearing on the request of POA for pptry of
/ .. n 4
a preliminary Injunction on Septeniher 7L 2010 at .-"óctocl jji..i. /
Dated: Septeniber /, 2010 a! Si2. o'clock amT6
Juoe, CIRCUIT COURT 0} ANNE AiUEL
cc: /35i)'u-# O'Y1 , J1 U)1(
Steven K. Fedder, Esq kt
Steven N. Loitoss, Jq
Shannon A. S. Knox, Esq.
Joseph A. Pulver, Eaq.
Leltes L1less Friedherg + Fodder PG
One Corporate Ceiitoi
10451 MID Run Circle, Suite 1000
Owings Mills, MD 21117
Turning Block, LLC
do M. Sanford Richardson, President
2 Isaas SLreot
Annapolis, Maryland 21401
Alliance AdvIsors, LLC
ole Kavin Mackey, Flesideni Agent
112 Chopin Dilve
Wayne, NJ 07470
Marvin Sanford FUchardson
2 !saaos Street
Annapolls, Maryland 21401
(CC'S continued on loiiowlnfj page)
Edward F-loft 1 MD
3 Soverii Gouij
AnnapoIl, MaryancI 21401
JROIi FOX NO. 13 2010 134:19PM Pt
Turning 11 lock, U.0
12000 North Dale Matiry Hwy
t5ITI. Tampa, FL 33618
0ea. Peni(urn of America Member,
By now you may have been contaded by an aBent of Premium of America (P0A) In response to the offer by
Turning Block, LIC to purchase your niernbar4uip Itenett in P0/I POA is nuiliclously trying to conhjso you and
deny you the opportunity ti, receive the bust valci In return for you meinborship shares. We have stited to you
wily the facts arid F'cemlum of America has not denied imy of them. Even worse, Premium of America Is now
using YOUR money to seek court protection to prevent us from communicating our offer to you. Wh would they
d that? Uecuse Premium of Ann odca does not want you to consider Turning Block's supnlor offer.
Please do not be fouled by current manQgernent.
Management's sthemo to offer you 10% i merely on attempt to rriliuin control over your inveStment - a Company
that management has used like its own piggy bank. You, however, have n choice —a chance to end curcent
management's stranglehold nv& POA and the board's seven year free ride, recover the best value for your
interest, ad resolve this unfortunate episode now.
it Turning OIcic we do not helIve in hazy math or misleading pQopki.
To quote Abraham Lincoln, 'Truth is generally the host vindication ugalnst sIundr."
Here Is the truith
u Turning ElIuck'5 otter is far superior to any proposal made to you by POA. Turning Block offers at least
35% more tluon current management's 10% redemption otter.
u Turning Block presented its ofler ioyolI in bso}utv it oo d faith, ft wu
Jzifd4ns.I1wI1hinoomutexa Ipt9f iiuiraien vqy roiy, 9 ItimtJ mock to nUr.thel
ihliItv will b. 100% sov*nid by TwnItii1e
Turning Block is a real entity With solid ioudnrshli it is a Florida LLC that wos created to complete this
transaction and deliver to POA members ii those things that ILs management has promised but not
. Turning Block is headed by Sanford Richardson, a Marine Corps veteran with over thirty years experience
In the financlai services industry. He Is a CPA, cmtIPied i)uslnefl.vaivatinn specialist arid has assisted or
headed many large companies In his career.
i Turning Block !i mad a real offer, iii good faith, one that represents the best-case-scenarIo return fur
POA members. accordlnqç to POA's own experts. lurning B1uck' offer is completely legitimate and wlII
be secured by the very assets you nov; own an Interest in.
FRceI FAX HO. S. lZt 20I1 O1 2PN P2
(IU9L1it Why would PQA muke this offer so redeem 'your shares it this lime? And why, u1tr i
Rigger md the original board of POA ,toted when they Loo)c ovi• mrinogumiit of thn company that (heir
goal was to make surememhers would rucolyo all of their invmsimutd pocseds back, POA would new
offer you only 10 cen Qn the dollar? Current manaemerit has not Ijeen br coming about what you
sliouW eapeti to receive.
• POAs professional accounting advIsors estimute That hi (oct. mombws stiould eiip.st 10 r give around
23% oF (1i value of (he life polky portroHo. In light oF thl, Turning Black's eFlur represents e ieturo that
Is M01I limo menibort could expect to receive Iruiii.PQA over (lxi Jiki of the portfolio.
Ask vowief Why does Ira tUgger no defend tho lawiult lie's pursued and which his coil POA about
$.oOooOo, wihi more to come? The Sact is, curr*nt miriaganhint ha not recovered ioifitaflt amounts
From th beneficial lwuit and is not likely to In the future. Nowhere does iris Rigger oiler an oxplanslion
to: tJils to you, the members.
• What ills POA ..oily olferel you excep( 10 cents on the dollar altar mU this time? Ira
RlggGr offers to thenge nthtO obout thu way Poll k èun, and h offers ià a meager return In order to
bean lit hImself.
• Eiakiuiiiieff 110w can Inanagemerit hove your Interests at heart when they won't even teach out to
conrnunlcete with you lii purson? When you call Turning Olock, you get a live person - not a reconJeil
Please understand that our oiler to cqulre your interest In P011 is ii%JftimaJ uinlfulhvsecursd. We are not
shadowy flf(uret h!ding In come dark worn. Ii's quite (ha opposite a .ctuaUy over tim lit several days we lowe
spoktn with hundreds of POA methberf via tekphono isnd email, und crfu1ly oulhlnU our offir to them. The
rusponse to our offer hat been çiuruahulrnlng so mr. We welcome the opportunity to speak you. We want to
tolk to you. Call us. mail us. We'ro happy t bilk ttlroo8h the issues with you.
The time for .*seuigo ait POA is now tind ycas.i an hIp us achIeve tIit goat by
particliurting lii our oflar.
Plesa return to us your conInttd torm todny. Wa would lIke your response os soon its possIble, but no later
tItan SeptCrnber 30, .Z010. if you have any questionS or ood help Oiling out (Ito docbmenl.S pIuao call us toll free
Thisnk you vry much for your Ilnie.
Pres ide of
Turning Illock,. (IC
311 ' !JU3V: O WWG
U UOW$AUI n•oA U !P19J UO!4JOJiJ .U1JOdI
- _________ - - - : •-
CvOL5.N PW0' d
- - i- I.- -
FROM vnx NO Sp. L3 20W 04:2OPi P1
ThANSFEROF MEM8ERSHIP INTEREST
This AGREEMENT to tranafor a membership Interest Is mode this day of
2010, among LARRY A HAIcE, who restde ut P0 BOX 6. AMITY, OR 97101(the
"SelIr"), and Turning Block, LLC, a florida Corporation with a principal place of
businos Dt 12000 North 1alo Matry Highway, Suite 110, Tampa, FL 33610 (the
WHEREAS, Seller Is the owner of 0.0000% interest (heroiridfter sometimes referred to
as Ulç 'Member Interest' or UniL(sy) of Premium of Arnonca. LLC, (the "Company'), as
defined by tile Company's niernbershlp agreement:
WHEREAS, the Purchaser arid Sailor agree upon the purchaire and sale of the Sailor's
Unit(s) of the Company, on the condition that Purchesur acquires a minimum aggrsgato
iero of 50.01% of the total lnterest hold by all of the members of the Company,
through purch'soo of interot hold by other members of the Company on the same
Ionns as are set rorib in this agreement.
Now therefore, for sufficient consIderation, the adequacy end receipt of which is hereby
ac1nowiedgod, it Ia hereby agreed:
1. Sole. The Seller hereby hells to Purchaaer oil of the Seller's Unit(s) or Member
Interest in the Company at the price of $O60.9i (which amount includes principal and
interest). Both the S&Ier'e Member Iritereol and tho price paid therefore are subject to
voritication, and adjustment mrs necessary, against the Company's records after
compiottorrof the Transfor. The SolIar'a' Member interest and the amount paid therefore
shalt be based on data used by the Company In calculating Its last distribution in or
around July 2010 and thIs date shall be binding on the pei1Je hereto.
, Egcmi'j Uøposll. Slmultan&ivaiy with the execution of this Agreement, the Seller
has depolted with Purchaser this executed Agreement, and the Purchaser has
executed a promissory note in favor of Seller, bearing Interest at a rate of 16% par
annum. Purthasr shall hold thin Agrcoment .In escrow uniJi the condition ot torlh in
paragraph S below is autisfiod or waived. If the condition sot forth In paragraph 3 below
Is not sotlsfied.•or waived on or before September 'JO, 2010, then Purchaser hIl return
this Aijreement to Seller, and Seller shall return the Promissory Wale 10 the Purchaser.
FX lKJ. : Sep. in 2e10 04!3aPti P1
.3 Condift'o,i precedent. Thu obtigationa Of the Purchaser to buy Setter's Member
Interest is expressly conditioned upon the purchase by the Purchaser of a minimum
ugregate Interest 0160.01% of the total interests held by all of tho membera of the
Company, on or before September 30, 2010, unlese (his condIon Ia expressly waived
in wrwng by Purchusr, on or before that date. Purchaser agrees thaI ft will diligently
seek and use its b( eUort to acquire (ho units representing a minimum of fio.O1% of
the remaining Interests of Ilio Company. Purchaser may, at ha sole option, waive ihis
condition. In the event that Purchaser determines that acquiring 60.01% of (ho
aggregate units of the Company will not occur by Ihe date sot 1oh herein, and
Purchaser does not elect to waive this conditlon:tbe Purulrner ithall within lIve days
after rnaklrtg said determination, notify Seller and this Transfer ehail be void.
4. IrrevocabilIty and Appointment as Power olAttomuyiProxy: Sailer agrees Ihat on
execution of this Agreement by Seller, arnf delivery to Purchaser, subject to any state
law right of rescission, this Agreement is irrevocable. Seller further agrees that upon
the aasfaoIlon or.wolvor.of the condition precedent In Paregmpti 3, that Purchaser is
irrevocably appointed as Seller's power of attorney and proxy to execute any lurthor
agreements necesaaiy to effotuate Um transfer contemplated hwein and to voto
Seller's Membor Interest or grant Sellor's wiltien consont to any Company action br
which Seller Is ontiflod to voto until such limo us this transfer Ia recognized by the
5. Csent to Mo,nbwahlp. -Purchaser agrees to execute any additional
Instruments required under the Company's LIC agreement, arid consistent therewiUi,
hereby accepts anti adopts the terms and provisions of the LLC agreement, and
assunios any obligations of the Sailor thurcurider with respect to the Member interest
!ndomnlfIcaion of Company. Purchaser und Seller hereby Indemnify the
Company far any loss or damage incurred by reason f the transfer evidenced hereby.
7. Repro sentaftone of So!Ier
a. That Seilur owns the Member Interest as set forth in this Agreement;
b. The Member Interest doacilbad above is the only membership interest in
the Company owned by or controlled by Seller;
c. That Boiler has net previously assigned. pledged or IrnnufOn'etl the
Mornber Interest to any other person or paily; and
d That Seiiar has the requisite authorIty to enter Into (his Agreement,
Representations of Rum baser:
a. That Purchaser has the requisite authority to enter into this Agreement;
b. That Purchaser Intends to hold the Member Interest transferred hereby for
investment end does not intend to resell the Mtmiber Interest;
FROM FrX J. : Sp 13 21O 4:31p P1
o. Tlial Purctwsec will not tronslar the Member Interest acquimd hereby II
such Iransler would aubjct the Member Interest to registratIon under
federal eeuiities laws or U-ie secuiltios lawa of the slate of Oelawaro or
9. Notice. All notices pursuant to this Agreement shall be in writing and shall be
eufficlent If delivered, sent or mailed registered or certified mail, postage prapeid. or by
personal dolivory as follows:
If to Safer:
LARRY A HAKE
P0 1OX 6.
AMITYJ OFt 97101
Turning iock, LLC
do Nick Sprarilln, Euq.
12000 foflh Dale Mabry HWY
10. Waiver, Any condition conthinedin paragraph 3 above of this Agreeniont is
demed'to be exclusively for the benefit of Purchaser, and Purchaser shall have the
right, but not the obligation, to waIve snid condition by gIving written iiotloe in
eccordanôo with the procedure sot forth above.
11. Conlidenll&ity. Seller and any oprasentatives acting on Seller's behalf agree
to keep the terms end conditions of this Agreomont and the transactions contemplated
hersby1 atricily confidential. Salter agrees not to disclose to any party not a party to this
Agreement any of (ho hjr hereof, except as may be required by applicable law.
Seller expressly ajroea not to disclose this Arcement to the Company, or anyone
employed by or affiliated with (ha Company. that Seller has entered this transaction,
until such timo as notice of the transfer is delivered to the Company by the Puitheeer.
In Die event Seller violates or breaches this confidentiality provision1 Puchasor may. at
Its election and In Its sole discretion, cancel (his Agrw3mont. Seller may be Iloble to
Purchaser for darna9es for any violation or broach hereof.
12. flendllI This agreement shall be binding upon and shall Inure to the benefit of
the parties, their legal representatives, successors, heirs, legalese, end assigns.
a. Governing Law. ThIs Areernnnt Is entered in the state of FIortdn and
shall be 9ovorned in all respects by the laws f the State of FlorIda,
FAX ij, : Sep. 13 2010 04:32P11 P1
without rojerd to any provisions thereof relating to confllcla of laws emonti
dlUorontJurisdicilens. Any dispute hoH be resolved in a Court of
compo tent Jurisdiction in Piorida.
b. lntIro Agreement; Amendment. This Aqreemen( and the other documonte
delivered p ursuant hereto constitute the full and entire undorstsncflng and
agreement among (tie parties with regard to the subJects hereof and
(hereof and supersede all prior agreements and understandings relating
thereto. Neither this Agreement nr any term hereof may he amended,
waived. discharged or terminated other than by a wiitton Instrument
signed by ttio party against whom enforcement of any such wnendrnent,
waiver, discharge Or termination is souglfl.
Counterparts. This Agrooment may be exeuted in any number of
countrp arts, each of which may be oxecutud by only one party, wliith
shell bo enforceable against the parlies actually executing such
counterparts, and au of which together shall constitute one lnstcurnent.
d. Severability; Enforcement. in tito event that any provision vf this
Agreement is void or unenforceable for any reason (his Agroemont shall
continua In full force and effuot without such pmvloion; provided thot no
such severability shall be effective if ii materially. hanges the economic
benefit of lht Agronment to any party. The partio hereto agree that
irreparable damage for which money damages would not be en adequate
remedy would occur In the event (hat any of the provision of this
Agreement were not port ormed In accordance with Its spelfIc terms or
was othenwise breached. It is accordingly egreed ihat, In ecldftlon to any
other remedies a party may have at law or equity, the parties shell be
entifled to seek an injunction of l;unatlon to prevent such broached ol
this Agreement and to enforce iipeU1caliy the terms hereof.
IN WITNESS WHEREOF, the undersigned has executed this Agreement on this
dayof - 2010.
LEAY A HR TuB!ockLLC -
Sanford Richardson, CEO
FFO1 FAX NO. : Sep. 1 2010 013lP1 Pt
Turning l3Iwk, LLC
Membur Information Verifloatlon
for Promlum of Amorlua Moinhera
To ensure the accuracy of our records and to facililalo future communlcntiofla1
please provide your preferred contact lnforrnallon below. You may also provide
thls Information online at jJjnot.
Date : ________
Name: LARRY A HAI<E
OriginalPurchaser Nurnher ________________ ______
Social Security or ledumi Tax 1D Numbei: ____________
Exact dollar amount of most recent dlatribuUon check from
Premium of America, LLC. $______
Home Telephone: Wcuk Telophono:
MobileTelephone: _____________ Facsimile: ______________________
IrnaItAddress: _____ _____________
Pro frjrred method of written communication:
lIpcIrontc Mail; - US Mall; - FAcsimile
Information we currently have on file. Please Indicate any chanoes In the fields
P0 BOX 0
AMiTY, OR 91101
No Changes Nocossery.
Knox, Shannon A.
From: Peter Casey lPCasey@aIUanceadvlsorslIc.com ]
Sent: Wednesday, SepLombor 01, 2010 6:23 PM
To: Knox, Shannon A.; firstname.lastname@example.org
Cc: Fedder, Steven K,; Leitess, Steven N.; Pulver, Joseph A.
Subject: RE: Premium ol America, LLC v. Turning Block, LLC at al Case No. C-i0 . 1 55311
Ms. Knox. Per Ihi5 email we have stop all calls on behalf of Turning Block effective as of 5:57pm, EDT 9/1/2010.
From: Knox, Shannon A. [mailto:Shannon Knox@llll.com ]
Sent: Wednesday, September 01, 2010 5:49 PM
To: Peter Casey; email@example.com
Cc Fedcier, Steven K.; Leltess, Steven N.,; Pulver, Joseph A.
Subject: Premium of America, LLC v. Turning Block, I.LC et al, Case No. C-l0-155311
AL 4:57 p.m. this afternoon EDT, Judge Philip T. Caroorn of the Circuit Court for Anne Arundel County
issued a Temporary Restraining Order prohibiting the Defendants from soliciting Members of
Premium of America, LLC to accept the Tender Offer dated August 20, 2010 that is the subject of this
litigation. The solicitation prohibition went into effect immediately and is presently in effect.
A copy of the Order will be served on you promptly.
Should you any questions please contact Steven N. Leitess at 410-581-7402.
Experience. Efficiency. Exceptional Results.
Leftess Leitess Friedberg + Fedder PC
10451 MIII Run Circle
BaltImore MD 211 [7
Shannon. Knox6II11.corn Fax: 410581,74 10
vww. IIl( . corn Mob: 4430695.0427
Ilui ii SS'l( coiiLiiiu, toit1idcntipI 1iifi m ytiop i incl is Intended only for ]osenh.izyjlIff.corn, Steven.Lekess@llff.com .
5fvgii,FedderIl1Lcom, ,iscRs radlin.coin. pcasey allIanceacJvisorsIIc.corn. Il you 'ire uiot 3oseph.PuIverlIff,corn,
Steven.LeitessUuI.cj. Steven.Fe rIJ.con nsnIcIspraIn.com , pcasey aIflanceadv1sorsllc.corri you should not r1isseiniriite,
(IiSIIlbuEe or copy (hi; c' iii.iil. PI.i;,o liotily Shann.KnoxIUf.com iininedintIy by e-meil if you have received this n . rnaII by rnstnke and
iIi.'kt this e-,lioJI frorri y.iiii .y : ieiii. I -ii,iil Iro,eauiission ';annot be guaraIitcc(I to Ire senre or error-lice as lofornieLiori could be intercepted,
c n I lu1J11'(I, I;I, ile1irryiii, .IrInr riLe Or . iricciriplete. or corituiri virOse5. Knox, Shannon A. tlrerefoie does not accepi Iiah tacariv errorS or
iii Ijn tj)iiirflS I tIrr iiii• s )n, vzliicli oiisc as a estill ol e-mail ti,isinissjri. II verificatIon I required picer
No virus found in H1s ncorning message.
Checkod by AVG - Www.avci.com
Ver&on: 9.0.851 /Virus Database: 271.1.1/3106 - fl&easo Date: 09101/10 14:34:00
Fax scit bp 7O 3I5 456S IJH PINE dOVE LAUDfl 09-13-iti i!:iJ P 1(1
PiNE 9OVE LANDFILL
PiNE 3RJVE, PA!17O3
Paiu :9d ,tV _______ )
- U UrUent (1 For 1lodnw fl Pkao Comment U Plone ItepTy I] flecyce
L I I2
, 1 JA
Sep 15 10 07:Slo HESSE
PB1M1iJM OPLtMIRCi, 1LC, INTlIc
V. * FON.
TumUNO BLOCI, LLC, ETIL., JNNBARUNWL COUNTY
D EFENIMNIs. *
+ * I' * * 4. 4' 4' 4. * 4'
An. uvir iEGtie iErss
1, Gene }1ese, testify to the facts and matters set forth hOreilE -
1. 1 am over eighteen (18) years of ago and competent to testily to the matters set
forth in this affidavit.
2. 1am a member ofP eniiwii ofAmeilca, LLC ("POA1.
3. 1 received a telephone call from Turning flock, LLC on Monday, September 13,
2010 soliciting me to sell them my membership interest In POi.
I SOL8MNLY APFFRM under the penalties of perjury and to the best of my
knowledge, iiforineLinn and be1kf that the contents of the foregoing affidavil are tne and
2/O c-----r -.-..