FILED: NEW YORK COUNTY CLERK 07/11/ :26 PM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 07/11/2016

Transcription

1 FILED NEW YORK COUNTY CLERK 07/11/ PM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF 07/11/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK PHILIPPE BUHANNIC and PATRICK BUHANNIC, Plaintiffs, -against- TRADINGSCREEN INC., Defendant. Index No. SUMMONS Date Index No. Purchased Plaintiffs designate New York County as the place of trial TO THE ABOVE NAMED DEFENDANT TradingScreen Inc. 215 Park Avenue South, Suite 1300 New York, New York YOU ARE HEREBY SUMMONED to answer the Complaint in this action and to serve a copy of your answer, or, if the Complaint is not served with this Summons, to serve a Notice of Appearance, on the Plaintiff s attorney within 20 days after the service of this Summons, exclusive of the day of service (or within 30 days after the service is complete if this Summons is not personally delivered to you within the State of New York); and in case of your failure to appear or Answer, judgment will be taken against you by default for the relief demanded in the Complaint. The action will be heard in the Supreme Court of the State of New York in and for the County of New York. The basis of venue is CPLR 503(c) as the Defendant s office is located in New York County. 1 of 19

2 Dated New York, New York July 11, 2016 BROWN RUDNICK LLP /s/ David J. Molton David J. Molton D. Cameron Moxley Seven Times Square New York, New York Telephone (212) Facsimile (212) Counsel for Plaintiffs of 19

3 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK PHILIPPE BUHANNIC and PATRICK BUHANNIC, Plaintiffs, -against- TRADINGSCREEN INC., Defendant. Index No. VERIFIED COMPLAINT Plaintiffs Philippe Buhannic and Patrick Buhannic, by their attorneys Brown Rudnick LLP, for their complaint against TradingScreen Inc. (the Company ) allege, upon personal knowledge unless otherwise alleged herein upon information and belief, as follows NATURE OF ACTION 1. This is an action for specific performance, breach of contract, breach of the covenant of good faith and fair dealing, and declaratory relief to settle important issues concerning the ownership and direction of the Company. 2. Plaintiffs are among the co-founders of the Company who have toiled for years to build, market, and grow the business into a thriving electronic financial services company. 3. Plaintiffs leadership of the Company is long-standing. Plaintiff Philippe Buhannic ( Mr. Buhannic ) was the driving force behind the creation of the Company from the very beginning, spearheading its technology and products, recruiting and interacting with its customers, and putting in the sweat equity in addition to the capital to launch and grow the business. For virtually the entire time of the Company s existence, Mr. Buhannic has served as the Company s Chief Executive Officer, Chairman of the Company s board of directors, and 3 of 19

4 been recognized, along with Patrick Buhannic and certain other holders of Common Stock, as the beneficial owners of a majority of the Company s Common Stock. 4. Plaintiff Patrick Buhannic (together with Mr. Buhannic, Plaintiffs ) is a cofounder and Mr. Buhannic s brother who has long served as a director of the Company. 5. Under certain agreements Plaintiffs entered into with the Company governing the Company s equity, Plaintiffs bargained for and received certain powers and the ability to direct how certain holdings of Common Stock would be voted on various issues by virtue of their Common Stock holdings. 6. Plaintiffs are forced to bring this action against the business they co-founded because the Company s recent improper and invalid actions, in breach of its contractual obligations to Plaintiffs, have resulted in the loss of Plaintiffs contractual rights to steer the direction of the Company. Upon information and belief, the Company has recently and improperly, among other things, misallocated the Common Stock shares among employees, issued unwarranted Common Stock shares to certain directors and the newly-appointed Chief Executive Officer, improperly accelerated the vesting of Common Stock shares held by certain Company employees, and thereafter adopted and relied upon an inaccurate capitalization table that would dilute the Plaintiffs holdings in the Company. 7. By this action Plaintiffs seek specific performance, monetary, and/or declaratory judgment relief, and to regain their status and rights under their agreements with the Company they founded. PARTIES 8. Plaintiff Philippe Buhannic is an individual who is a citizen of France and a resident of Switzerland. Mr. Buhannic was the leading co-founder of the Company, has served 2 4 of 19

5 as its long-time Chief Executive Officer and as Chairman of the Company s board of directors and continues to serve as a director, and has been the driving force behind the Company s growth for the last decade-and-a-half. 9. Plaintiff Patrick Buhannic is an individual who is a citizen and resident of France. Mr. Buhannic is a co-founder of the Company and has served and continues to serve as a director of the Company. 10. Defendant TradingScreen Inc. is a Delaware corporation registered to do business in New York with its principal place of business at 215 Park Avenue South, Suite 1300, New York, New York The Company provides financial technology services. JURISDICTION AND VENUE 11. Jurisdiction is appropriate in this Court pursuant to CPLR 302(a)(1) and (4). 12. Venue is appropriate in this Court pursuant to CPLR 503(c). STATEMENT OF FACTS 13. Mr. Buhannic was the driving force behind the founding of the Company and has worked to grow the business for well over a decade, along with his brother Patrick Buhannic. Recent actions taken by the Company in violation of the fundamental agreements governing its equity stakeholders, however, necessitate this action. 14. Three key agreements govern the Company s equity structure (collectively, the Equity Agreements ). The Founders Agreement 15. The first of the Equity Agreements is the Founders Agreement, as amended from time to time, dated as of June 17, 1999 (the Founders Agreement ). The Founders Agreement is an agreement by and among Mr. Buhannic, Patrick Buhannic, and Joseph Ahearn ( Mr. 3 5 of 19

6 Ahearn ), each individual a Founder, and the Company. The Founders Agreement, and the amendments thereto in Plaintiffs possession, are attached hereto as Exhibits A-F. The Founders Agreement provides, among other things, the manner in which each of the Founders will vote his Shares, defined broadly to include, collectively, all shares of Common Stock and any options or other securities exercisable, convertible or exchangeable for Common Stock (and the Common Stock issued as a result of such exercise, conversion or exchange), now or hereafter owned by each Founder for his own account, together with any shares of Common Stock acquired as a result of any stock split, stock dividend, recapitalization or the like. Ex. A at In particular, the Founders Agreement provides in part at Section 13.1, as amended as of March 24, 2004 (see Ex. B), that [e]ach of the Founders agrees to vote his Shares (and any other such shares of Common Stock over which he exercises voting control) and take such other actions as are necessary so as to elect and thereafter continue in office Philippe Buhannic as (i) a Director of the Company Section 13.1 was amended again as of July 1, 2016 by an amendment inadvertently dated July 1, 2015 (see Ex. F), and provides, in part Each of the Founders agrees to (a) vote his Shares (and any other such shares of Common Stock over which he exercises voting control) in such manner as directed by the holders of a majority of the Shares held by the Founders in connection with any action to be taken with respect to the election of Directors of the Company at any meeting of the stockholders of the Company, and at every adjournment thereof, or pursuant to any action or approval by written consent of the stockholders of the Company, and (b) vote his shares and take such other actions as are necessary so as to elect and thereafter continue in office Philippe Buhannic as (i) a Director of the Company and (ii) President, CEO and Chairman of the Board of the Company of 19

7 18. The Founders Agreement further provides at Section 13.3, as amended as of July 1, 2016 (Ex. F), that [e]ach of the Founders agree not to take any action to remove Philippe Buhannic, or his designee, as a Director, CEO and Chairman of the Board of the Company and to vote his shares for the slate of directors selected by the majority of the Founders. 19. The Founders Agreement further provides at Section 13.4, in part, that [e]ach of the Founders agree not to take any action or to cause any action at any meeting of the Board of Directors at which Philippe Buhannic is not present in person or by proxy and as to which he has not waived his right to be present. 20. The Founders Agreement further provides at Section 13.6, as amended as of March 13, 2011 (attached hereto as Exhibit D), that [e]ach of the Founders agrees to vote his Shares (and any other such shares of Common Stock over which he exercises voting control) in such manner as directed by the holders of a majority of the Shares held by the Founders in connection with any action to be taken with respect to the election of Directors of the Company at any meeting of the stockholders of the Company, and at every adjournment thereof, or pursuant to any action or approval by written consent of the stockholders of the Company. 21. While the Founders Agreement was primarily designed to govern the respective rights and obligations of the individual Founders, to the extent that the Founders Agreement requires Company consent for any particular action under the Founders Agreement, the Founders Agreement does not require approval by the Company s board of directors in those instances. Specifically, the Founders Agreement provided at Section 22, as amended as of December 29, 2015 (Ex. E), that the Company s consent was required for amendments only to certain provisions of the Founders Agreement. The Founders Agreement was amended again as of July 1, 2016 by an amendment inadvertently dated July 1, 2015 (see Ex. F) and provides, in part, that 5 7 of 19

8 [a] simple majority of the Founders, and not the Company, may amend this Agreement upon notice to each Founder, provided that any amendment that would affect the economic parity of the Founders must be approved by all Founders. The Stockholders Agreement 22. The second of the Equity Agreements is the Stockholders Agreement, dated as of September 11, 2007 (the Stockholders Agreement ). The Stockholders Agreement is an agreement by and among the Company, holders of shares of the Company s Series D Convertible Preferred stock (the Series D Holders ), and each of the other holders of the Company s capital stock who are parties to the Stockholders Agreement and listed on Schedule I thereto, and anyone who subsequently becomes a stockholder of the Company and signs a joinder agreement to the Stockholder Agreement. Plaintiffs are both among the list of specified Common Holders on Schedule I of the Stockholder Agreement and are parties to the Stockholder Agreement. The Stockholder Agreement is attached hereto as Exhibit G. 23. The Stockholder Agreement provides, among other things, certain prohibitions and restrictions on the transfer of Company equity, certain rights of first refusal, certain co-sale rights, certain drag-along rights, certain preemptive rights, and the manner of the election of directors. 24. In particular, Section 7.2 of the Stockholder Agreement provides that the Company s board of directors shall consist of seven (7) directors, which shall consist of (a) two (2) representatives designated by the Series D Holders; (b) three (3) representatives designated by the holders of a majority of the Common Stock, one of whom shall be the Chief Executive Officer of the Company; and (c) two (2) independent, non-employee representatives nominated 6 8 of 19

9 by the holders of a majority of the Common Stock, and subject to the approval of the Series D Holders. 25. Section 7.3 of the Stockholder Agreement provides that a compensation committee of the Board shall be established and consist of three (3) members, including one representative of each of the groups set forth in Section 7.2(a), 7.2(b), and 7.2(c), respectively. The Common Stockholders Voting Agreement 26. The third of the Equity Agreements is the Common Stockholders Voting Agreement, dated as of December 4, 2008 and amended as of March 10, 2011 (the Common Voting Agreement ). The Common Voting Agreement is an agreement by and among the Company, each of the holders of shares of the Company s Common stock (the Common Stock ) and certain restricted shares of Common Stock, and anyone who subsequently becomes a stockholder and signs a joinder to the Common Voting Agreement satisfactory to the Company. The Common Voting Agreement is attached hereto as Exhibit H. 27. The Common Voting Agreement provides, among other things, how the holders of Common Stock will vote their equity and for an irrevocable proxy. 28. In particular, Section 2 of the Common Voting Agreement provides, as amended At every meeting of the stockholders of the Company, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company, including, without limitation, in connection with the election of members of the Board of Directors of the Company, each Stockholder, in his, her, or its capacity as such, agrees that he, she or it shall vote all of such Stockholder s Shares of Common Stock in such manner as directed by the holders of a majority of the outstanding shares of Common Stock owned by the employees, former employees and/or Founders (as such term is defined in the Founders Agreement, dated as of June 7 9 of 19

10 17, 1999, as amended, by and among Philippe Buhannic, Patrick Buhannic, Joseph Ahern and the Company) (collectively, the Employee Shareholders ), provided, however, that the voting agreement in this Section 2 shall not apply to any such action to be voted on by the Stockholders in which the Shares of Common Stock held by one Stockholder would be treated in a manner that is different from the Shares of Common Stock held by the other Stockholders (other than any such differences in treatment attributable to any Stockholders Shares consisting of restricted shares of Common Stock pursuant to the terms of the Plan and related agreement(s) between the Company and such holders, and pursuant to applicable law), unless such different treatment has been agreed to in writing by the affected Stockholder(s). In addition to the above and in connection therewith, each Stockholder shall execute and deliver any and all documents and take any and all other actions which are necessary or appropriate in order to effectuate the actions taken at such meeting or by such written consent. 29. The Irrevocable Proxy section of the Common Voting Agreement, Section 3, provides, as amended By execution of this Agreement, each Stockholder does hereby appoint and constitute Philippe Buhannic or such other person selected in the future by the holders of a majority of the Shares of Common Stock owned by the Employee Shareholders, with full power of substitution and resubstitution, as such Stockholder s true and lawful attorney and irrevocable proxy, to the full extent of such Stockholder s rights with respect to such Stockholder s Shares of Common Stock, to vote all of such Stockholders Shares of Common Stock in the manner set forth in Section 2 of this Agreement. Each Stockholder agrees that this proxy is irrevocable and coupled with an interest hereafter until the termination of this Agreement and hereby revokes any proxy previously granted by such Stockholder to any other person or entity with respect to such Stockholder s Shares of Common Stock of 19

11 Plaintiffs Rights Under The Equity Agreements 30. Taken together, the Equity Agreements provide Plaintiffs important rights and powers in light of their holdings. 31. Mr. Buhannic is the beneficial owner of a majority of the Common Stock held by the three Founders. Thus, pursuant to Section 13.6 of the Founders Agreement, he is empowered to direct how the Common Stock held by all of the Founders will be voted with respect to the election of directors or pursuant to any action by written consent of the stockholders of the Company. Mr. Buhannic s status as the beneficial owner of a majority of the Common Stock held by the three Founders also gives him the power, under Section 13.1, as amended as of July 1, 2016, to direct how the Common Stock held by all of the Founders will be voted with respect to taking actions as necessary so as to elect and thereafter continue in office Mr. Buhannic as a director, President, CEO, and Chairman of the Company s board of directors. 32. Under Section 2 of the Common Voting Agreement, a majority of the holders of Common Stock direct how all of the Common Stock held by employees, former employees, and/or Founders of the Company will vote. And a majority of the holders of Common Stock under Section 3 of the Common Voting Agreement appointed Mr. Buhannic as their irrevocable proxy to vote their Common Stock shares. 33. When properly counted, together, Plaintiffs are the beneficial owners of at least approximately 51.43% of the outstanding shares of Common Stock owned by employees, former employees, and/or Founders of the Company, and potentially more after certain restricted shares are allocated to Mr. Buhannic as part of his bonus compensation. Plaintiffs wield the power to direct how Common Stock shares will be voted under the Equity Agreements, but the Company and its new management is attempting to dilute Plaintiffs commanding majority of 19

12 Company Actions In Breach Of The Equity Agreements 34. On information and belief, in recent weeks the Company has taken improper actions in order to undermine the Plaintiffs, and particularly Mr. Buhannic s, rightful power to direct how Common Stock shares will be voted under the Equity Agreements. 35. The full scope, scale, and nature of the Company s improper activities is not known by Plaintiffs, but, upon information and belief, the Company has, among other things (a) misallocated Common Stock shares among employees; (b) issued unwarranted Common Stock shares to certain directors and officers, including the Chairman of the board of directors, Piero Grandi, and the newly-appointed Chief Executive Officer, Pierre Schroeder; (c) improperly accelerated the vesting of Common Stock shares held by certain Company employees despite their documented failure to meet specified performance targets; (d) failed properly to allocate restricted stocks to Mr. Buhannic at the fair market value determined at the time of his bonus; and (e) adopted and relied upon an inaccurate capitalization table. 36. On information and belief, because Plaintiffs do not know the full scope, scale, and nature of the Company s wrongful activities, certain of the Company s actions in this regard may be in violation of the Company s Executive Stock Incentive Plan, amended and restated as of December 4, 2008 (the Stock Incentive Plan ). The Stock Incentive Plan, among other things, sets limitations as to the amounts and character of equity that may be awarded to a participant in a given fiscal year and sets other terms and conditions on equity grants, including vesting restrictions and performance-based requirements. The Stock Incentive Plan is attached hereto as Exhibit I. 37. The Company has taken these wrongful actions in bad faith and, upon information and belief, is improperly altering the manner in which the Stock Incentive Plan is implemented of 19

13 38. The Company has taken these wrongful actions to harm Plaintiffs ability to enjoy the benefits of the bargains they struck with the Company under the Common Voting Agreement. AS AND FOR A FIRST CAUSE OF ACTION (Specific Performance) 39. Plaintiffs repeat and reallege each and every allegation contained in Paragraphs 1 through 38 as though fully set forth herein. 40. The Common Voting Agreement exists between Plaintiffs, among other holders of Common Stock, and the Company. 41. Plaintiffs performed their obligations under the Common Voting Agreement. 42. The Company breached the Common Voting Agreement by, among other things (a) misallocating Common Stock shares among employees; (b) issuing unwarranted Common Stock shares to certain directors and officers including the Chairman of the board of directors, Piero Grandi, and the newly-appointed Chief Executive Officer, Pierre Schroeder; (c) improperly accelerating the vesting of Common Stock shares held by certain Company employees despite their documented failure to meet specified performance targets; (d) failing properly to allocate restricted stocks to Mr. Buhannic at the fair market value determined at the time of his bonus; and (e) adopting and relying upon an inaccurate capitalization table. 43. Plaintiffs and the Company agreed, at Section 14 of the Common Voting Agreement, that the non-defaulting party under the Common Voting Agreement is entitled to specific performance. Specifically, Section 14 of the Common Voting Agreement provides It is hereby acknowledged that it will be impossible to measure the damages that would be suffered by a party hereto if any other party fails to comply with the provisions of this Agreement and that in the event of any such failure, the non-defaulting party will not have an adequate remedy at of 19

14 law. The non-defaulting party shall, therefore, be entitled to obtain specific performance of the defaulting party s obligations hereunder and to obtain immediate injunctive relief. The defaulting party shall not argue, as a defense to any proceeding for such specific performance or injunctive relief, that the non-defaulting party has an adequate remedy at law. 44. Thus, Plaintiffs are entitled to specific performance of the Common Voting Agreement, as there is no adequate remedy at law. 45. Plaintiffs therefore demand specific performance of the Common Voting Agreement and that the Company stop relying on an inaccurate capitalization table and perform its obligations and acknowledge Plaintiffs status and rights under the Common Voting Agreement. AS AND FOR A SECOND CAUSE OF ACTION (Breach of Contract) 46. Plaintiffs repeat and reallege each and every allegation contained in Paragraphs 1 through 45 as though fully set forth herein. 47. The Common Voting Agreement exists between Plaintiffs, among other holders of Common Stock, and the Company. 48. Plaintiffs performed their obligations under the Common Voting Agreement. 49. The Company breached the Common Voting Agreement by, among other things (a) misallocating Common Stock shares among employees; (b) issuing unwarranted Common Stock shares to certain directors and officers including the Chairman of the board of directors, Piero Grandi, and the newly-appointed Chief Executive Officer, Pierre Schroeder; (c) improperly accelerating the vesting of Common Stock shares held by certain Company employees despite their documented failure to meet specified performance targets; (d) failing properly to allocate of 19

15 restricted stocks to Mr. Buhannic at the fair market value determined at the time of his bonus; and (e) adopting and relying upon an inaccurate capitalization table. trial. 50. Plaintiffs have been damaged by the Company in an amount to be determined at 51. Plaintiffs therefore demand monetary compensation in an amount to be determined at trial, plus interest, costs, disbursements of this action, and attorneys fees. AS AND FOR A THIRD CAUSE OF ACTION (Breach of the Covenant of Good Faith and Fair Dealing) 52. Plaintiffs repeat and reallege each and every allegation contained in Paragraphs 1 through 51 as though fully set forth herein. 53. The Common Voting Agreement exists between Plaintiffs, among other holders of Common Stock, and the Company. 54. Plaintiffs performed their obligations under the Common Voting Agreement. 55. The Company breached the implied covenant of good faith and fair dealing with respect to the Common Voting Agreement by engaging in wrongful activities designed to harm Plaintiffs ability to enjoy the benefits of its bargain with the Company including, among other things (a) misallocating Common Stock shares among employees; (b) issuing unwarranted Common Stock shares to certain directors and officers including the Chairman of the board of directors, Piero Grandi, and the newly-appointed Chief Executive Officer, Pierre Schroeder; (c) improperly accelerating the vesting of Common Stock shares held by certain Company employees despite their documented failure to meet specified performance targets; (d) failing properly to allocate restricted stocks to Mr. Buhannic at the fair market value determined at the time of his bonus; and (e) adopting and relying upon an inaccurate capitalization table of 19

16 56. Plaintiffs have been damaged by the Company in an amount to be determined at trial. 57. Plaintiffs therefore demand monetary compensation in an amount to be determined at trial, plus interest, costs, disbursements of this action, and attorneys fees. AS AND FOR A FOURTH CAUSE OF ACTION (Declaratory Judgment) 58. Plaintiffs repeat and reallege each and every allegation contained in Paragraphs 1 through 57 as though fully set forth herein. 59. Plaintiffs and certain other holders of Common Stock constitute the majority of outstanding shares of Common Stock among employees, former employees, and/or the Founders under the Common Voting Agreement and are therefore entitled to the benefits of such status under the Common Voting Agreement. 60. The Company, however, has engaged in wrongful activities that purportedly render Plaintiffs and certain other holders of Common Stock no longer the holders of the majority of outstanding shares of Common Stock among employees, former employees, and/or the Founders under the Common Voting Agreement, including, among other things (a) misallocating Common Stock shares among employees; (b) issuing unwarranted Common Stock shares to certain directors and officers including the Chairman of the board of directors, Piero Grandi, and the newly-appointed Chief Executive Officer, Pierre Schroeder; (c) improperly accelerating the vesting of Common Stock shares held by certain Company employees despite their documented failure to meet specified performance targets; (d) failing properly to allocate restricted stocks to Mr. Buhannic at the fair market value determined at the time of his bonus; and (e) adopting and relying upon an inaccurate capitalization table of 19

17 61. By reason of the foregoing, an actual and justiciable controversy exists between the Plaintiffs and the Company. 62. Plaintiffs therefore seek a declaratory judgment that the activities of the Company, including, among other things, (a) misallocating Common Stock shares among employees; (b) issuing unwarranted Common Stock shares to certain directors and officers including the Chairman of the board of directors, Piero Grandi, and the newly-appointed Chief Executive Officer, Pierre Schroeder; (c) improperly accelerating the vesting of Common Stock shares held by certain Company employees despite their documented failure to meet specified performance targets; (d) failing properly to allocate restricted stocks to Mr. Buhannic at the fair market value determined at the time of his bonus; and (e) adopting and relying upon an inaccurate capitalization table as it existed immediately prior to May 10, 2016 and/or prior to these invalid activities. WHEREFORE, Plaintiffs respectfully request the entry of a judgment a) On the first cause of action, for specific performance of the Common Voting Agreement; b) On the second cause of action, for monetary compensation in an amount to be determined at trial; c) On the third cause of action, for monetary compensation in an amount to be determined at trial; d) On the fourth cause of action, declaring that the activities of the Company, including the misallocation of Common Stock shares among employees; the issuance of unwarranted Common Stock shares to certain directors and the newly-appointed Chief Executive Officer, Pierre Schroeder; the improper acceleration of the vesting of Common Stock shares held of 19

18 by certain Company employees; and the adoption of and reliance upon an inaccurate capitalization table are invalid, and that the Company s proper and accurate capitalization table is as it existed immediately prior to May 10, 2016 and/or prior to these invalid activities; e) Interest, costs, disbursements of this action, and attorneys fees; f) Awarding such other and further relief as this Court may deem just and proper. Dated New York, New York July 11, 2016 BROWN RUDNICK LLP /s/ David J. Molton David J. Molton D. Cameron Moxley Seven Times Square New York, New York Telephone (212) Facsimile (212) dmolton@brownrudnick.com cmoxley@brownrudnick.com Counsel for Plaintiffs of 19

19 v> KIMCATION 1 that says Philippe Buhannic affirms and know and and that I have read the foregoing COMPLAINT to as except knowledge, true as to my own,4,*rr am a 1 laintilf in * i»-> nhcwc-cantioncd action, same the and thereoi, the contents is intonnutic upon stated matters therein and as to those matters, I believe them to be true. I affirm tin's [ New ol laws the under perjury of penalties day of July 2016, under the the outside located York, which may include a fine or imprisonment, that 1 am physically any Islands, or Virgin States Rico, United the States, Puerto geographic boundaries of the United the States, that United the of jurisdiction territory or insular possession subject to the foregoing is of court a in proceeding or action an in filed true, and I understand that this document may be law. Php&5e 'Buhannic Avemura Route Des Creux /6 Verbier itzerland 19 of 19