Headfirst Counterclaim l656b

Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 1 of 33

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA HEADFIRST BASEBALL LLC, HEADFIRST CAMPS LLC, and BRENDAN V. SULLIVAN III, Plaintiffs, C.A. No. 1:13-cv-00536-TFH

v. ROBERT ELWOOD and STACEY ELWOOD, Defendants. ROBERT ELWOOD, Counterclaim Plaintiff, v. BRENDAN V. SULLIVAN III, and HEADFIRST PROFESSIONAL SPORTS CAMPS, LLC, Counterclaim Defendants.

COUNTERCLAIM AGAINST BRENDAN V. SULLIVAN III AND HEADFIRST PROFESSIONAL SPORTS CAMPS, LLC Defendant/Counterclaim Plaintiff, Robert Elwood (“Elwood”), counterclaims against Plaintiff/Counterclaim Defendant, Brendan V. Sullivan III (“Sullivan”) and Headfirst Professional Sports Camps, LLC (“Professional Sports”) and alleges: I. 1.

Nature of the Action

This is a partnership dispute between two long-standing friends, Elwood and

Sullivan, influenced by Sullivan’s brother, Ted Sullivan. Acknowledging their long-standing and successful partnership, in January 2012 Sullivan wrote Elwood:

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“I of course agree that you [Elwood] and I [Sullivan] have built this company together – no one including [Brother] Ted [Sullivan] disputes that for a second or tries to allocate credit anywhere or to anyone else.” 2.

Yet, disputing Elwood’s contribution and wrongfully re-allocating credit is

exactly what the Sullivan brothers have attempted to do. When faced with an enormous potential payday in the form of a multi-million dollar offer to purchase the Headfirst business, Sullivan, urged by his brother and backed by his father’s law firm, decided to ignore the inescapable fact that Sullivan and Elwood had for over a decade shared as partners all profits, losses, liabilities and business decisions of Headfirst. It was only upon realizing the immense value of Headfirst that Elwood, Sullivan’s long-time partner and friend, was cast aside as a mere employee of Headfirst and publicly called a “thief” for engaging in the authorized and known spending practices both Sullivan and Elwood had pursued as co-owners for years. 3.

By this Counterclaim, Elwood seeks to protect his rights in Headfirst and realize

the value he created over the past decade-plus. II. 4. 1332,

Jurisdiction and Venue

This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. §

because

there

is

complete

diversity

of

citizenship

between

Counterclaim

Plaintiffs/Defendants and Counterclaim Defendants/Plaintiffs, and the amount in controversy exceeds $75,000, exclusive of interest and costs. To the extent that any non-diverse party is ed in this case pursuant to Defendants’ counterclaim, this Court has supplemental jurisdiction over any such claims pursuant to 28 U.S.C. § 1367. 5.

Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391(b)(2) as this

is the judicial district where a substantial part of the events giving rise to the claims alleged herein occurred.

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III. 6.

The Parties

Pursuant to D.C. Code § 29-602.02, the Headfirst Partnership is a District of

Columbia partnership whose partners are Elwood and Sullivan. Since its inception no later than 2001, Sullivan and Elwood have carried on as co-owners

the business of the Headfirst

Partnership, which is a for-profit business offering summer camps and sports-related services to youth throughout the United States. Sullivan is the “tax matters partner” for the Headfirst Partnership. In that role, Sullivan has the mandatory duty to represent the Headfirst Partnership with respect to all tax matters. 7.

Robert Elwood is a citizen of the State of Maryland residing at 3274 Harness

Creek Road, Annapolis, Maryland 21403.

Elwood is a 50% owner of and partner in the

Headfirst Partnership. 8.

Brendan V. Sullivan III is a citizen of the District of Columbia residing at 2944

Davenport Street, N.W., Washington D.C. 20008. Sullivan is a 50% owner of and partner in the Headfirst Partnership. 9.

Headfirst Professional Sports Camps, LLC is a District of Columbia limited

liability company with its principal place of business in the District of Columbia. It was formed on July 16, 2010 pursuant to a written Operating Agreement entitled “Limited Liability Company Agreement of Red Sox Camps, LLC,” a copy of which is attached hereto and made a part hereof as Exhibit A. On February 17, 2012, the LLC’s name was changed from Red Sox Camps to its current name, Headfirst Professional Sports Camps LLC. Elwood and Sullivan are the of Professional Sports, each owning 50% interests in the LLC. Sullivan also is the “tax matters partner” for Professional Sports as provided for in § 14.c of its Operating

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Agreement. In that role, Sullivan has the mandatory duty to represent Professional Sports with respect to all tax matters, and is the signatory of the company’s tax returns. 10.

Headfirst Camps LLC (“Headfirst Camps”) is a District of Columbia limited

liability company. It initially operated as Headfirst Baseball LLC pursuant to the Headfirst Baseball, LLC Operating Agreement dated February 27, 1997 and its were Sullivan and Sean Flikke (“Flikke”) until 2001. In 2001, Flikke left the company and his 50% interest in Headfirst Baseball LLC was purchased by Ted Sullivan for $100. On information and belief, Ted Sullivan subsequently transferred his interest in Headfirst Camps to Sullivan, who now purports to be the sole owner of Headfirst Camps. Sullivan is the “tax matters partner” for Headfirst Camps and has the mandatory duty to represent Headfirst Camps with respect to all tax matters, and is the signatory of the company’s tax returns. 11.

While a number of Headfirst entities were formed over the years (including

without limitation Headfirst Camps, Headfirst Baseball LLC, Headfirst Management LLC, Headfirst Baseball S Corporation, Lacrosse LLC, Headfirst Adult Sports Leagues, Red Sox Camps LLC), the Headfirst business has consistently operated since 2001 at the latest as the Headfirst Partnership with Elwood and Sullivan equally sharing all of the collective venture’s profits, losses, liabilities, and business decisions. IV. 12.

Start of the Headfirst Partnership

In 1984, Elwood and Sullivan met when playing on the same Little League

baseball team, and were close friends until the current dispute. 13.

After attending St. Albans High School, and playing on multiple sports teams

together, Elwood went on to play football and baseball at Amherst College, and Sullivan went to Stanford University where he played on the Cardinal baseball team.

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14.

After college, Sullivan was drafted by the Major League Baseball franchise San

Diego Padres and Elwood took positions in the Operations Departments of the Boston Red Sox and Cleveland Indians. 15.

Sullivan played several years in the minor leagues, never reaching the majors.

Near the end of the 2001 Major League Baseball Spring Training season, Sullivan was released by the Texas Rangers organization, ended his baseball career (as a player) and returned to Washington D.C. In Spring of 2001, Sullivan recognized the potential upside for a business Elwood already had created in Sullivan’s absence (teaching local youth baseball skills in a summer camp atmosphere) and the two ed as co-owners and partners in their ownership and development of the Headfirst Partnership. 16.

Specifically, in February, 2001, Sullivan reported for the Texas Rangers Spring

Training camp in Florida, and remained there until his release by the Rangers organization in late March, 2001. Before leaving for Florida, in January, 2001, Sullivan and Elwood had a number of discussions and reached agreement about starting Headfirst’s comprehensive summer camps business. At the time, Sullivan had no expectation of being released from the Rangers and it was clear to Elwood that he (Sullivan) could not participate in putting together the organizational structure for this new business or managing any of its details or development and was unavailable to work during the summer camp season (and most of the year) due to his obligations to the Rangers. Sullivan was clear in his statement to Elwood: “I’m in, but you are the only one around to do the work.” Elwood agreed to do the work. 17.

Sullivan then left for Spring Training camp in February, 2001, and as the two

partners had planned, Elwood worked substantial hours (usually seven days a week) on developing, organizing, and preparing for the summer camps business, with an anticipated start

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of summer, 2001. Elwood hired employees, ran baseball clinics, held team instruction classes, taught individual lessons, and even ran birthday parties. As a result, he developed a mailing list of approximately 750 families. That mailing list was the first list used to solicit potential campers for the first summer camp. 18.

Unexpectedly, Sullivan was released by the Rangers organization in late March,

2001, whereupon he returned to the Washington, D.C. area somewhat depressed and without much professional direction. He met with his father who encouraged him to attend law school and he then devoted substantial time to the law school application process.

Sullivan was

accepted to Georgetown University law school and began classes there in the Fall of 2001, dropping out mid-semester for unknown reasons. All the while, Elwood continued (in Sullivan’s absence) his substantial efforts to get up and running the summer camps business. Eventually, disinterested in becoming a lawyer, Sullivan began coaching a travel baseball team (with still no participation in the camps business) and gradually became involved on a more regular basis with Headfirst’s other ventures unrelated to the camps business. It was not until these other ventures failed to succeed that Sullivan took any material role in the camps business in 2011. By then, based on the agreement Elwood and Sullivan had reached as partners, Elwood had long-since “done the work” and the camps business was a success. V. 19.

The Headfirst Business and Headfirst Partnership

Initially, in 1997, Headfirst only provided baseball clinics, private lessons, and

after-school programs for young children in the Washington, D.C. area. 20.

Until 1999, Headfirst was a very small business, with revenues in the $20,000

range, providing these private lessons, clinics, and after-school programs on a periodic basis.

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21.

In or about 1999, Headfirst began its “Honor Roll Camps,” which focused on

providing a platform for baseball instruction combined with a simplistic national model to bridge the gap between high school student-athletes and college coaches. Although the Honor Roll Camps program showed steady growth, it was not a financial success until in or around 2003, when it began to grow rapidly both in reputation and financial success. By 2012, the Honor Roll Camps generated total revenues of more than $1,000,000. Elwood took primary responsibility for the development, growth, and success of the Honor Roll Camps. 22.

In 2001, Headfirst changed dramatically when it first offered its youth summer

camps, providing baseball instruction over the summer months to youth baseball players initially in the D.C. metropolitan area. It was then that the Headfirst Partnership was formed where Elwood and Sullivan began, as co-owners, exercising t decision-making control for the business and sharing all profits, losses and liabilities of the Headfirst business as a whole, which they continued to do until Sullivan’s unauthorized purported attempt to terminate Elwood in December 2012. 23.

From the Headfirst Partnership’s start in 2001, Elwood took primary

responsibility for the development, growth, and success of the summer camps business, which has shown consistent growth and profitability since its inception all the way to the present date. 24.

Among other things, Headfirst now is the official provider of summer camps for

the Washington Nationals, Boston Red Sox, Chicago Cubs, and New York Yankees in the District of Columbia, Boston, Chicago, and New York Metropolitan areas. Over the years, Headfirst also has been involved in a number of other ventures both related to baseball and other sports, such as lacrosse.

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25.

While Elwood concentrated on the “camps side,” Sullivan primarily focused on a

number of other Headfirst ventures, including its private teams business, its adult sports league, its college advising team, and a number of other ventures related to baseball. All of the ventures for which Sullivan took primary responsibility were not financially successful, generating little to no profits or growth for the Headfirst business. The “camps side” of the business guided by Elwood enjoyed great success and grew into a multi-million dollar enterprise. 26.

Ted Sullivan initially took a nominal “on paper” role in the Headfirst venture

(under its initial legal organization) but has had no role, paper or otherwise, in the Headfirst Partnership or Professional Sports at any time. When Headfirst was founded in 1997, Ted Sullivan was attending college full-time at Duke University where he was fully occupied as a student and a member of the Duke baseball team. When the Honor Roll Camps business was launched in 1999, Ted Sullivan was still attending Duke University. In 2000, Ted Sullivan was playing minor league baseball full-time. He became loosely d with Headfirst for a few months in late 2000 and early 2001, but left the company altogether by April 1, 2001 taking an unrelated position first in Cleveland followed by attending business school in Boston. He has made no material contribution to nor has he ever shared in the profits, liabilities, losses, or business decisions of the Headfirst Partnership or any of its businesses. 27.

Through his primary responsibility for the summer camps and Honor Roll

ventures, Elwood built the Headfirst Partnership and business over many years of sustained and consistent effort. As Sullivan confirmed in writing to Elwood on January 29, 2012: “I of course agree that you [Elwood] and I [Sullivan] have built this company together – no one including Ted [Sullivan] disputes that for a second or tries to allocate credit anywhere or to anyone else.”

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A true and correct copy of Sullivan’s January 29, 2012 email is attached hereto and made a part hereof as Exhibit B. 28.

Over the years, Headfirst has formed a number of legal entities under the

Headfirst banner, such as those identified in Paragraph 11 above. Although some of these legal entities still exist, and have incurred certain liabilities and obligations in their names, since no later than 2001 all profits, losses, liabilities, obligations, and business decisions of the Headfirst venture as a whole have been shared exclusively by Elwood and Sullivan through the Headfirst Partnership. There has been no material distinction between the legal or official roles of Elwood and Sullivan in the Headfirst business as a whole and no material differentiation between the multiple Headfirst entities with respect to profits, losses, liabilities and the shared control over and making of business decisions by Elwood and Sullivan. 29.

Beginning no later than 2001, and continuing until this dispute, Elwood and

Sullivan have shared all profits of all Headfirst ventures and entities through the Headfirst Partnership.

Among other things, Headfirst’s ing entries in its books and records

consistently refer to compensation paid to both Elwood and Sullivan as “Partner Draws” and “Partner Bonus Equity Draws,” with no distinction between the legal roles of Sullivan and Elwood and no material differentiation between the various Headfirst entities generating those profits. A true and correct copy of such an ing entry is attached hereto and made a part hereof as Exhibit C. 30.

Since its inception in 1997, Elwood and Sullivan have shared and controlled all

business decisions, affairs, and operations of the Headfirst ventures and entities, continuing on when the Headfirst Partnership was formed in 2001 until Elwood was wrongfully terminated. Among other things, both Elwood and Sullivan had, and have to this day, full signatory authority

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on all of Headfirst’s bank s, with no distinction between the legal roles of Sullivan and Elwood and no material differentiation between the various Headfirst entities. A true and correct copy of a Headfirst bank agreement is attached hereto and made a part hereof as Exhibit D ( number redacted). 31.

Since its inception, Elwood and Sullivan have consistently represented to third

parties, including potential and existing customers of Headfirst, that they are the founders, directors, co-owners, and partners “in Headfirst.” As Headfirst’s public Internet Website made clear until January 2013, Elwood and Sullivan are the “Founders and Directors of Headfirst.” A true and correct copy of the Headfirst website as of the first week of January 2013 is attached hereto and made a part hereof as Exhibit E. It was not until January 2013, after Sullivan’s wrongful attempt to terminate Elwood from Headfirst, that the Headfirst website was re-written by Sullivan to eliminate the accurate description of Elwood as a founder of Headfirst. 32.

Since no later than 2001, Elwood and Sullivan have shared all losses, liabilities

and obligations of the Headfirst venture and entities. Elwood has, without limitation, invested his own personal funds in Headfirst to meet seasonal cash flow shortages, signed lease obligations, purchased (with Sullivan) real estate that has served as Headfirst’s business offices, and become personally obligated for Headfirst’s line of credit obligations to third-party lenders. 33.

Ted Sullivan has never shared in the Headfirst business profits, never signed for

any of its obligations, and does not have signatory authority on any of its bank s. VI. 34.

The Wrongful Expulsion of Elwood From Headfirst

On December 28, 2012, Sullivan through his father’s law firm purported to

terminate Elwood from his association with Headfirst.

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35.

The alleged factual basis for Sullivan’s attempt to terminate Elwood was that

Elwood had misappropriated Headfirst funds for personal purposes (described in detail hereafter).

In doing so, Sullivan mischaracterized Elwood’s role in Headfirst as a mere

employee, ignoring the reality of Elwood’s long-term association as Sullivan’s partner. 36.

Sullivan’s position that Elwood had misappropriated Headfirst funds is without

any basis. Sullivan himself authorized, was a participant in, and was the architect of the very conduct he now alleges is wrongful. Sullivan, together with his friend and Headfirst A Anson Smith (“Smith”), and with the knowledge (at least in part) of Williams & Connolly partner Stephen Sorenson (“Sorenson”), encouraged, authorized, and engaged in precisely the type of expenditures Sullivan now contends were wrongful. VII. 37.

Sullivan’s True Motivation For Wrongfully Expelling Elwood

Sullivan’s true motivation for terminating Elwood from Headfirst is as follows.

First, greed. Second, Sullivan’s opposition to Elwood’s increasing concern about an improper tax practice engaged in by Sullivan as “tax matters partner.” Third, Sullivan’s opposition to Elwood questioning him about the deception of important customers, St. Albans High School (“St. Albans”) and National Cathedral School (“NCS”). Fourth, Sullivan’s openly-expressed resentment of Elwood based upon Elwood’s consistent successes at Headfirst while Sullivan failed at his primary responsibilities. A. Sullivan Greed 38.

By 2012, Elwood had built Headfirst’s camp business into a major success.

Headfirst was providing summer camp experiences to approximately 8,500 campers paying on average $425 per week for the experience (excluding scholarships).

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39.

By 2012, Headfirst’s annual gross revenues had reached an all-time high of

approximately $5,000,000, with annual profit margins of approximately 25%. 40.

In late, 2011, negotiations began between Headfirst and STEEL regarding the

possibility of STEEL purchasing Headfirst. Elwood and Sullivan both were involved in those negotiations. 41.

In January, 2012, STEEL made a formal offer to purchase Headfirst for

approximately $4,500,000. That offer was directed to Elwood and Sullivan (and not to Ted Sullivan), with no distinction between the legal roles or positions of the two founders. Subsequently, STEEL raised its offering price to $5,500,000. 42.

Without Elwood’s knowledge, Sullivan and Ted Sullivan had been plotting to

remove Elwood from the company ever since becoming aware of STEEL’s interest in Headfirst. In fact, unrelated to STEEL, Sullivan’s plotting perhaps began as early as March 2008 where, unbeknownst to Sullivan, he was overheard in a public restaurant opening in Washington, D.C. making petty and false complaints about Elwood and suggesting to a friend that it might be time to “part ways with my partner”, Elwood. A true and correct contemporaneous text message exchange documenting Sullivan’s comments is attached hereto and made a part hereof as Exhibit F. 43.

The STEEL offer peaked Ted Sullivan’s interest in Headfirst for the first time in

more than a decade, and he began to assert his purported and non-existent “paper rights” in the business.

Ted Sullivan, now a Harvard MBA, also became involved in the financial due

diligence of Headfirst associated with the STEEL offer. 44.

Elwood and Sullivan communicated with and received legal advice from

Sorenson of Williams & Connolly on a number of occasions to address Ted Sullivan’s attempt to

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assert his long-abandoned perceived rights.

Sullivan and Sorenson openly acknowledged

Elwood’s right to share in the proceeds of any sale to STEEL. 45.

Ted Sullivan professed his willingness to alter the Headfirst Camps operating

agreement to formally for the long existing ownership status of Elwood, although Ted did want to take a percentage interest for himself. Despite the fact that all profits, losses, liabilities, and business decisions had been shared by Elwood and Sullivan for over a decade, Elwood was concerned with officially documenting that which had been the case for years to better protect his family. Accordingly, Ted Sullivan and Elwood discussed this issue for months in numerous in-person meetings and telephone calls. 46.

No resolution was ever reached as Ted and Sullivan appeared to be delaying the

issue with a variety of excuses, such as they were too busy, they needed to address certain tax consequences, they did not have enough time to review the documents prepared by Sorenson, and Sullivan and Ted were having personal disputes and disagreements over what interest, if any, Ted should be given or assigned. 47.

During this time period (and for more than a decade), Sullivan openly, repeatedly,

and consistently assured Elwood that he was a 50% partner and owner in the business and that the preparation and execution of formalized documents with respect to Headfirst Camps was not important. All the while, Ted was reviewing and compiling the information (of which Sullivan had been aware for years) that would eventually be wrongfully and unfairly asserted against Elwood as the basis for his removal. 48.

In mid-to-late January 2012, the STEEL offer was rejected by Sullivan in a

telephone call with representatives of STEEL. In that call, and thereafter, both Sullivan and Ted Sullivan openly declared that Headfirst had a value of approximately three to four times the

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amount of the STEEL offer, or $15,000,000 to $20,000,000. It was then that Sullivan and Ted Sullivan began to push to conclusion their plan to oust Elwood and deprive him of his rights to share in the enormous value of Headfirst that had been built through the efforts of Elwood. 49.

Incentivized by the perceived $20,000,000 value of Headfirst, and at the end of a

year-long period in which Elwood had been raising a number of questions about Headfirst’s business practices, ultimately in late 2012, Sullivan and Ted Sullivan alleged that Elwood had misused Headfirst funds. They did so even though Elwood’s use of these funds was known to and authorized by Sullivan and, in fact, were materially the same as Sullivan’s own uses of Headfirst’s funds. 50.

The supposed triggering event for the purported termination of Elwood was an

allegation that Elwood had taken an unauthorized loan from the Company—a loan which was approved by Sullivan both in writing (in part) and verbally.

A true and correct copy of

Sullivan’s email approving the loan (in part) is attached hereto and made a part hereof as Exhibit G. Although the loan was authorized by Sullivan, and was consistent with the manner in which both Sullivan and Elwood had operated for years, Sullivan and Ted Sullivan feigned surprise over the loan and attacked Elwood on the pretext that it was improper. Elwood repaid 100% of the loan with interest. 51.

Sullivan then shared his view of the situation with his father, Brendan Sullivan,

Jr., who lined up his partners at Williams & Connolly to oust Elwood and soon thereafter file multiple lawsuits, both before this Court and the Superior Court of the District of Columbia. Before filing those lawsuits, among other things, Brendan Sullivan, Jr. accused Elwood of taking the aforementioned loan without authorization, but altered his accusations when he was shown an email authored by Sullivan himself (Exhibit G) authorizing a substantial part of that loan.

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Brendan Sullivan, Jr. then accused Elwood of having taken only part of the loan without authorization. He did so despite the fact that the other part of the loan also had been approved by his son, Sullivan, verbally, similar to numerous other transactions Sullivan and Elwood had been involved with over their years in business together. Threatened by the escalation of tensions, and Sullivan’s historical reliance on and immediate access to aggressive and free legal assistance, Elwood simply repaid the loan. B. Elwood Raises Tax Issues 52.

From inception of Headfirst until Summer 2011, some of Headfirst’s employees

were not paid as W-2 wage earners, but instead received Form 1099 compensation from Headfirst.

Up until the Summer of 2011, all seasonal employees received Form 1099

compensation. 53.

Further, Headfirst did not pay for worker’s compensation insurance for any of its

employees until the Summer of 2012. 54.

As early as 2007, Elwood openly disagreed with these two practices and brought

his disagreement to Sullivan’s attention on a number of occasions. In 2011, Elwood’s growing concern about these tax practices engaged in by Sullivan and Headfirst resulted in confrontation between the partners. 55.

Sullivan instructed Elwood that he (Elwood) should focus on Headfirst’s business

operations and camp programming, but he (Sullivan) was in charge of all legal matters such as how to classify Headfirst employees for tax purposes. 56.

Later in 2011, Sullivan eventually expressed agreement with Elwood’s view of

how some of these employees should be classified, but refused to make the required changes to meet legal requirements. Among other excuses for refusing to do so, Sullivan stated that he was

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“too busy” to take this on, it was “too expensive,” and that it would reduce his lifestyle having just purchased a $1,355,000 home in June 2011 that required substantial repairs and remodeling. 57.

Concerned by the situation, in 2011, Elwood nonetheless took steps to correct

these improper practices and through his substantial efforts (including addressing Sullivan’s many objections) had the situation substantially resolved by 2012 (with the sole exception of Honor Roll Camps which, as of the date of Elwood’s ouster, Sullivan refuses to change). 58.

On numerous occasions, and continuing until Elwood’s wrongful termination,

Sullivan expressed his anger with Elwood about the impact these changes in tax classification would have on the profits of the Headfirst business and his personal lifestyle. In 2012, Sullivan’s anger increased over the financial impact this change imposed on him due to his recent engagement to Tricia Lilly and the costs related thereto. 59.

In 2012, during the same period as the STEEL negotiations, Elwood and Sullivan

had an angry confrontation specifically about the tax treatment of the Honor Roll Camps employees. Soon thereafter, Sullivan purported to terminate Elwood from Headfirst. C. Sullivan’s Deception of St. Albans and NCS 60.

St. Albans is a long-standing customer of Headfirst. d NCS became a

customer of Headfirst in 2011. 61.

Headfirst’s business arrangement with St. Albans and NCS involved the sharing

of gross profits based upon the total enrollment and gross receipts of paying campers who ed for Headfirst camp programs being hosted by the two schools. 62.

At the end of the camp season, Headfirst Chief Operating Officer, and future Vice

President of Finance, Mark Torres, would prepare a detailed spreadsheet from the Thriva/Active

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Network database to calculate St. Albans/NCS profit based upon their revenue sharing agreement with Headfirst. 63.

Sullivan took the spreadsheet prepared by Torres and altered camp enrollment

data, resulting in an understatement of the amount due to St. Albans and NCS in the amount of at least $82,000 in 2011 and 2012. Sullivan’s purported justification for doing so was his openly stated belief that St. Albans and NCS were “extremely high maintenance” and had failed to provide Headfirst with assistance running programs at St. Albans and NCS. 64.

Elwood had known of Sullivan’s conduct for some time, but had not addressed

the situation directly with Sullivan as there were numerous other unpleasant issues brewing between Elwood and Sullivan in this time period, and Elwood chose to “pick his battles” with Sullivan. In 2012, however, Elwood directly confronted Sullivan about his alteration of the spreadsheets. Elwood was concerned about losing an important customer/landlord, as well as he felt loyalty to his high school and the former St. Albans head baseball coach, David Baad, who was one of his mentors and friends. Sullivan ignored Elwood’s concerns, told him “I [Sullivan] am the St. Albans relationship guy,” and told Elwood not to say another word about the issue. D. Sullivan’s Growing Resentment 65.

Although Sullivan was a fine baseball player, he never reached his goal of

becoming a major leaguer. He also lacked success in the business world, floating without diligence or commitment from one unprofitable Headfirst venture to another, while Elwood worked diligently to create the success of Headfirst’s “camps business.” 66.

It was not until 2011 that Sullivan ed the “camps business” after having failed

at these other Headfirst ventures (private teams, adult sports leagues, College Advising Teams,

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lacrosse), with the possible exception of Sullivan’s minor role in the successful Honor Roll Camps’ business (with Elwood). 67.

When he began working more closely with Elwood in 2011, Sullivan began to

openly express his resentment for Elwood’s success at Headfirst and for Elwood’s family life. 68.

In November 2012, Sullivan’s resentment of Elwood reached a head when he

openly expressed that resentment in a meeting in front of at least one Headfirst employee, Laura Harrigan. Sullivan expressed his resentment directly to Elwood on numerous other occasions. VIII. Elwood Pushes for Change 69.

By late-2012, Elwood was pushing Sullivan hard for a change in some of the

business practices he found to be questionable and full of unnecessary risk. He was prompted by three things. First, STEEL’s interest in purchasing Headfirst was an “eye opener” for Elwood – he realized the business was now too big and successful for him to allow Sullivan to continue with Headfirst’s historical loose tax practices. Second, by late 2011 into 2012, Sullivan’s historical practice of causing Headfirst to not pay for worker’s compensation insurance (See Paragraphs 52-59 above) was becoming a more serious issue in Elwood’s view. The potential monetary exposure was becoming greater and greater with the age of time and Sullivan’s refusal to address the issue. Third, Elwood was dealing with a very serious issue confronting his own family that caused him to assess the risks Headfirst’s business practices might pose to his wife, Stacey Elwood (“Stacey”), and their two young children (ages 3 and 1 year at the time). 70.

Elwood’s wife, Stacey, was going through a very serious sequence of events,

including the ing of her mother in early 2012 after a long bout with cancer, the birth of the Elwoods’ second child two weeks after Stacey’s mother’s death, and the realization that she (Stacey) had the same “cancer gene” as her mother. During this challenging time, Elwood was

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reflecting on the tax and legal manner in which Sullivan and he had conducted their business affairs and the potential problems he might leave for his family if he were to prematurely away without officially documenting his existing relationship with Sullivan to address potential estate planning issues. 71.

Elwood’s evaluation involved a series of personal discussions with his wife

Stacey about the dismal circumstances Stacey found herself in when her prior husband’s life was prematurely taken as part of the “Iraqi Freedom” war effort. Stacey had been left in complete disarray as her deceased husband had not legally prepared for his potential death. Elwood decided it was time to fully resolve these issues with Sullivan to better protect his wife and family. 72.

Elwood’s timing could not have been worse. At the very time Elwood pushed

these issues to a head, the outside interest of STEEL was at a high, the greed of Ted Sullivan and Sullivan looking for a big payday was in full motion, and Sullivan’s resentment of Elwood had reached the boiling point. 73.

Elwood had increasingly become an irritant to Sullivan, and a threat to both

Sullivan’s and Ted Sullivan’s goal to realize all of the extraordinary value of Headfirst. 74.

Ultimately, the combination of these circumstances resulted in the wrongful

purported termination of Elwood from Headfirst and the sudden end to his thirty-year friendship with Sullivan. IX. 75.

The Sullivans’ Post-Termination Conduct

After Sullivan’s purported termination of Elwood, and despite Elwood’s status as

a partner in and owner of the Headfirst Partnership, Sullivan and certain of his family

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engaged in a vindictive campaign to intentionally ruin Elwood’s reputation and interfere with his personal life and valuable business relationships. A. 76.

Wrongful Attempt to Terminate Health Insurance and Withhold 2012 Partnership Distribution

Sullivan was fully aware of the very serious health issues confronting Elwood’s

wife in the Fall of 2012. Specifically, Stacey Elwood was preparing for major surgery scheduled for early 2013 involving an oophorectomy, hysterectomy and potential double mastectomy. 77.

When Sullivan purported to terminate Elwood in December 2012, not only did he

wrongfully attempt to cancel Elwood’s family health insurance, he attempted to make the cancellation retroactive to November 2012, thereby altering the three-month continued-medical coverage requirements for small businesses. Simultaneously, Sullivan withheld Elwood’s endof-year partnership distribution of approximately $190,000 (including his monthly compensation despite the fact that Elwood worked in December, 2012). Sullivan’s actions would have the effect of placing the full financial burden of Stacey’s surgery on the Elwood family and restricting Elwood’s financial ability to defend against Sullivan’s multiple lawsuits. 78.

In attempting to retroactively cancel the Elwood family’s health insurance with

full knowledge of Stacey’s imminent surgery and in withholding Elwood’s distribution at the time, Sullivan acted deliberately and intentionally to oppress and injure the Elwood family, with actual malice to Elwood and with a reckless disregard for his rights and the rights of his family. Sullivan’s actions—which he took with full knowledge of the death of Stacey’s mother from cancer, Stacey having learned that she had the same “cancer gene” as her mother and Stacey’s major surgeries—were outrageous.

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B. 79.

Defamation

Sullivan and his family have openly and falsely told numerous people that

Elwood is a “thief” and that he “stole hundreds of thousands from Headfirst.” 80.

Sullivan has made the following false public statements about Elwood: a.

In or about the first week of January 2013, Sullivan told the entire senior staff of Headfirst that Elwood was a “thief” and had been terminated from Headfirst for “stealing hundreds of thousands of dollars.”

b.

In or about the first week of February 2013, Sullivan told Headfirst Chief Talent Officer Lauran Harrigan that Elwood was a “liar,” “thief” and that he had “stolen hundreds of thousands, most likely millions of dollars.”

c.

In or about mid-January 2013, Sullivan told St. Albans School Heaster Vance Wilson and Assistant Heaster David Baad and NCS Director of Finance Fay Ferguson that Elwood was “no longer with Headfirst because he stole money.”

d.

In or about March 2013, Mater Dei School President and former Heaster Chris Abell wrote Elwood a letter of recommendation that he withdrew two weeks later after having spoken to Sullivan. Elwood does not know exactly what Sullivan said to Mr. Abell.

e.

In December 2012, Sullivan told California-based Headfirst employee Roc Murray that Elwood was “under investigation for wrongful financial acts” and instructed him to “stop communicating with Elwood.”

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 22 of 33

f.

From January to June 2013, Sullivan told Headfirst Controller and inhouse A Peter Genis that Elwood was a “thief who stole hundreds of thousands of dollars.”

g.

In March 2013, Sullivan told Elwood’s uncle and Headfirst employee, Mike Cowan, as an excuse for withholding Cowan’s agreed-to severance package, that “your nephew is a thief who stole hundreds of thousands of dollars and basically ruined the business.”

h.

In the first week of January 2013, Sullivan told Bank of America representative, Stephanie Sicks, that Elwood “committed embezzlement” and should be removed from having access to all s.

i.

In the first week of January 2013, Sullivan suggested to Active Network representatives that Elwood “committed embezzlement” and should be removed from having access to Headfirst’s Active Network .

j.

In the first week of January 2013, Sullivan told Ntiva representatives that Elwood “committed embezzlement” and should be removed from having access to Headfirst’s Ntiva .

k.

In the first week of January 2013, Sullivan suggested to Headfirst warehouse landlord, Bob Rawlings, and main headquarters landlord, Adams Investment, that Elwood “committed embezzlement” and should be locked out of both facilities.

81.

In Sullivan’s presence, and without Sullivan correcting her false statements,

Sullivan’s wife, Tricia, has made the following false public statements about Elwood:

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a.

In or about the end of March 2013, Tricia had what was described as an “outburst” at the Criswell Acura dealership in Annapolis, Maryland, yelling in the public area of the dealership that Elwood was a “thief who stole hundreds maybe millions of dollars from Headfirst.”

b.

In early-May 2013, Tricia told the manager of the AT&T Mobile retail store in Annapolis, Maryland that Elwood was a “thief.”

82.

These statements made by Sullivan and his wife Tricia are materially false, and

intended to damage, and in fact have damaged, Elwood’s reputation with his business associates and friends. 83.

Sullivan has actual knowledge of the falsity of these statements as Sullivan

participated in and authorized the conduct of Elwood he now asserts to have been wrongful. 84.

All conditions precedent to the maintenance of this action have been performed,

satisfied or otherwise discharged. COUNT I (Breach of Professional Sports Operating Agreement against Sullivan and Professional Sports) 85.

This is an action by Elwood against Sullivan and Professional Sports for breach of

the July 16, 2010 Limited Liability Company Agreement of Red Sox Camps, LLC attached hereto and made a part hereof as Exhibit A (the “Professional Sports Operating Agreement”). 86.

Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1

through 84 above. 87.

Pursuant to § 6 and Schedule 1 of the Professional Sports Operating Agreement,

Elwood and Sullivan are the sole of the Professional Sports LLC. 88.

Pursuant to § 10.a of the Professional Sports Operating Agreement:

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 24 of 33

a.

Elwood and Sullivan are the sole Managers of the Professional Sports LLC.

b.

Elwood and Sullivan “in their full and absolute discretion, will manage and control, have authority to obligate and bind, and make all decisions affecting the business and assets of the Company.”

c.

Elwood and Sullivan “shall act by majority vote, except that the following shall require the unanimous approval of the Managers: (i) filling any Manager vacancy and (ii) decisions regarding the amount of management fees to be paid by the Company to any of the Company.”

89.

The Professional Sports Operating Agreement does not provide any Member or

Manager, including Sullivan, with the right or authority to terminate or expel any other Member or Manager without that Member’s consent. 90.

The Professional Sports Operating Agreement does not provide any Member or

Manager, including Sullivan, with the right or authority to terminate or expel any Member or Manager. 91.

Elwood did not and does not consent to Sullivan’s attempt to expel him or

terminate him as a Member in and Manager of Professional Sports LLC. 92.

By purporting to expel and terminate Elwood as a Member and Manager of the

Professional Sports LLC, Sullivan has materially breached the Professional Sports Operating Agreement, including the implied covenant of good faith and fair dealing. 93.

As a direct result of Sullivan’s and Professional Sports’ material breach of the

Professional Sports Operating Agreement, Elwood has suffered substantial damages in the

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 25 of 33

amount of no less than the fair value of Elwood’s ownership interest in Professional Sports LLC estimated to be in the amount of $7,500,000 to $10,000,000. COUNT II (Violations of the District of Columbia Uniform Limited Liability Company Act against Sullivan and Professional Sports) 94.

This is an action by Elwood against Sullivan and Professional Sports for violation

of the District of Columbia Uniform Limited Liability Company Act. 95.

Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1

through 84 and 87 through 92 above. 96.

In the absence of an express provision in an operating agreement, the District of

Columbia Uniform Limited Liability Company Act authorizes the expulsion of an LLC Member only by judicial order and only on certain specified grounds set forth in D.C. Code § 29806.02(5). 97.

Even upon a proper expulsion of an LLC’s Member pursuant to judicial order, the

expelled Member is entitled to compensation for the value of his or her ownership share, subject to debts, obligations, or other liabilities owed to the of the LLC. 98.

Prior to purporting to terminate and expel Elwood, neither Sullivan nor any other

person or entity obtained a judicial order providing for or authorizing the expulsion of Elwood as a Member and Manager of Professional Sports. 99.

Neither Sullivan nor any other person or entity has compensated Elwood for the

value of his ownership share in Professional Sports, subject to debts, obligations, or liabilities owed to the other in the LLC. 100.

The conduct engaged in by Sullivan constitutes material violations of D.C. Code §

s 29-806.02(5), 29-805.01, and 29-806.03.

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 26 of 33

101.

As a direct result of Sullivan’s violations of the D.C. Code as set forth herein,

Elwood has suffered substantial damages in the amount of no less than the fair value of Elwood’s 50% ownership share in the Professional Sports estimated to be in the amount of $7,500,000 to $10,000,000, subject to debts, obligations, or liabilities. COUNT III (Declaratory Judgment Of Elwood’s Partnership Interest in the Headfirst Partnership against Sullivan) 102.

Pursuant to 28 U.S.C. § 2201 et seq., this is an action for a Declaratory Judgment.

103.

Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1

through 84 above. 104.

In 2001, Elwood and Sullivan formed the Headfirst Partnership pursuant to which

they have continuously, until Elwood’s wrongful expulsion, shared on a materially equal basis all profits, losses, liabilities, and control over business decisions of all Headfirst business and ventures. 105.

Pursuant to D.C. Code § 29-602.02(a), Elwood and Sullivan are partners, having

carried on as co-owners of the Headfirst Partnership, a business for profit since no later than 2001. 106.

Pursuant to D.C. Code § 29-602.02(c)(3), Elwood is presumed to be a partner in

the Headfirst Partnership. 107.

Sullivan denies that the Headfirst Partnership exists and that Elwood is a partner

therein. 108.

There is a case of actual controversy with respect to the existence of the Headfirst

Partnership and Elwood’s status as a partner therein. 109.

Elwood seeks a declaration of (i) the existence of the Headfirst Partnership, and

(ii) his rights as a partner and 50% owner therein. -26-

Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 27 of 33

COUNT IV (ing and Compelled Purchase of Elwood’s Partnership Interest in the Headfirst Partnership against Sullivan) 110.

Pursuant to D.C. Code § 29-604.05, this is an action against Sullivan: (i) for legal

and equitable relief to enforce Elwood’s rights as a partner in the Headfirst Partnership under Chapter 29 of the D.C. Code, and (ii) to compel the purchase of Elwood’s 50% interest in the Headfirst Partnership pursuant to D.C. Code § 29-607.01. 111.

Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1

through 84 and 104 through 109 above. 112.

Elwood seeks a full ing of his 50% interest in the Headfirst Partnership

and the purchase thereof in the amount required by D.C. Code § 29-607.01, estimated to be $7,500,000 to $10,000,000. COUNT V (Promissory Estoppel against Sullivan) 113.

This is an action against Sullivan for promissory estoppel.

114.

Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1

through 84 and 104 through 109 above. 115.

On numerous occasions, beginning in 2001 and continuing until his wrongful

termination in December 2012, Sullivan repeatedly and expressly promised, stated and assured Elwood that he was a 50% partner in and owner of Headfirst. 116.

Elwood’s reliance on Sullivan’s promises was reasonable and justified and was

foreseeable by Sullivan. In fact, as alleged above, in 2012, Sullivan himself acknowledged he and Elwood had “built this company together” and that “no one” “disputes that for a second or tries to allocate credit anywhere or to anyone else.”

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 28 of 33

117.

Sullivan’s promises reasonably induced Elwood’s reliance.

Specifically, in

reasonable reliance on Sullivan’s promises, Elwood: (i) continued his sustained, time consuming, and full-time efforts to develop, grow and enhance Headfirst’s business and profitability, (ii) invested his personal funds in Headfirst to meet its cash requirements, and (iii) became obligated for Headfirst’s liabilities, including its line of credit. 118.

Elwood relied on Sullivan’s promises to his detriment of a definite and substantial

119.

Failure to compensate Elwood for the full value of his interest in the Headfirst

nature.

business, estimated to be valued at $7,500,000 to $10,000,000, would result in a substantial injustice to Elwood. COUNT VI (Breach of Fiduciary Duty against Sullivan) 120.

This is an action against Sullivan for breach of fiduciary duty.

121.

Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1

through 84 above. 122.

Pursuant to D.C. Code § 29-604.04 and common law, as his partner, Sullivan

owed (and owes) Elwood a fiduciary duty of loyalty, care, and good faith and fair dealing. 123.

Sullivan has materially breached his fiduciary duty of loyalty, care and good faith

and fair dealing. As alleged above, Sullivan’s breach of his fiduciary duties include, but are not limited to, wrongfully and intentionally dissociating Elwood from the Partnership for Sullivan’s own gain, intentionally depriving Elwood of the fruits and benefits of his t ownership in the Partnership and Headfirst business, wrongfully and intentionally dissociating Elwood for the same conduct in which Sullivan had engaged and for conduct which Sullivan had previously

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 29 of 33

authorized, and failing to abide by the law in connection with the operation of the Headfirst business. 124.

Sullivan’s wrongful conduct in violation of his fiduciary duty of loyalty, care, and

good faith and fair dealing was grossly negligent or reckless, intentional, or knowingly in violation of law within the meaning of D.C. Code § 29-604.04(c). 125.

Elwood has been injured as a direct and proximate result of Sullivan’s breach of

his fiduciary duties. Among other things, Elwood has been wrongfully dissociated from the Headfirst Partnership and business and has been deprived of the fruits of his years of work building the Partnership and business. 126.

As a direct and proximate result of Sullivan’s material breach of his fiduciary

duty of loyalty, care, and good faith and fair dealing, Elwood has suffered substantial damages in the amount of no less than the fair value of Elwood’s ownership interest in the Headfirst Partnership estimated to be in the amount of $7,500,000 to $10,000,000. COUNT VII (Defamation against Sullivan) 127.

This is an action against Sullivan for defamation.

128.

Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1

through 84 above. 129.

Sullivan has made a number of false and defamatory statements about Elwood as

specifically alleged in Paragraph 80 above. 130.

Sullivan’s statements about Elwood are false and would tend to injure (and have

injured) Elwood in his trade, profession, or community standing by making him appear to a reasonable third-party recipient of the communication to be odious, infamous, or ridiculous.

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 30 of 33

131.

Sullivan’s false statements were made to third parties who reasonably and

actually understood the statements to have been intended in the defamatory sense and tending to injure Elwood’s reputation. 132.

Sullivan was at least negligent in making these false statements and he failed to

observe an ordinary degree of care in ascertaining the truth or falsity of his assertions before publishing the statements to third parties. 133.

Sullivan made the defamatory statements knowing that they were false or with

reckless disregard for whether they were false, given that, as alleged above, Sullivan was aware of and authorized Elwood’s conduct and engaged in the same conduct himself for which he defamed Elwood. 134.

Sullivan’s conduct was malicious and spiteful, was motivated by ill will and with

a deliberate intent to harm Elwood. 135.

Sullivan publicly made and published these false statements about Elwood to

third parties without any privilege. 136.

Elwood has suffered actual injury to his reputation and his profession on

of Sullivan’s defamation as set forth in Paragraphs 80 and 81 above. 137.

As a direct and proximate result of Sullivan’s false and defamatory statements,

Elwood has suffered substantial compensatory damages in an amount estimated to be no less than $7,500,000 to $10,000,000. COUNT VIII (Punitive Damages against Sullivan) 138.

This is an action for recovery of punitive damages based upon Sullivan’s breach

of fiduciary duty (Count VI) and defamation (Count VII).

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 31 of 33

139.

Elwood re-alleges and incorporates herein the allegations set forth in Paragraphs 1

through 84, 122 through 125, and 130 through 136 above. 140.

Sullivan’s conduct was and is egregious, outrageous, malicious, wanton, reckless

and in willful disregard for Elwood’s rights. For example, Sullivan knowingly, maliciously and intentionally attempted to retroactively withdraw the Elwood family’s health insurance at the precise time when Sullivan knew that Elwood’s wife was to have a major surgery. 141.

Sullivan acted with a state of mind evincing malice or its equivalent. Prayer For Relief

Counterclaim Plaintiff/Defendant, Robert Elwood, seeks the entry of Final Judgment in his favor and against Brendan V. Sullivan III and Professional Sports as follows: A.

Count I:

tly and severally against Sullivan and Professional Sports,

compensatory damages in an amount estimated to be $7,500,000 to $10,000,000. B.

Count II:

tly and severally against Sullivan and Professional Sports,

compensatory damages in an amount estimated to be $7,500,000 to $10,000,000. C.

Count III: Against Sullivan, a declaratory judgment of the legal existence of the

Headfirst Partnership and Elwood’s rights as a partner and 50% owner therein. D.

Count IV: Against Sullivan, an ing of all profits, losses, and financial

affairs of the Headfirst Partnership, and the compelled purchase of Elwood’s interest therein at its fair value estimated to be $7,500,000 to $10,000,000. E.

Count V: An order against Sullivan estopping him from denying the existence of

the Headfirst Partnership and Elwood’s 50% ownership and partnership interests therein and compensating Elwood in the amount of the fair value of his interest estimated to be $7,500,000 to $10,000,000.

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 32 of 33

F.

Count VI: Against Sullivan, compensatory damages in an amount estimated to be

$7,500,000 to $10,000,000. G.

Count VII: Against Sullivan, compensatory damages in an amount estimated to

be $7,500,000 to $10,000,000. I.

Count VIII:

Against Sullivan, punitive damages in an amount no less than

$7,500,000. J.

Costs incurred in this action.

K.

Pre- and post-judgment interest at the statutory rate.

L.

Such further relief as this Court deems just and proper. Demand for Jury Trial

Pursuant to Federal Rule of Civil Procedure 38, Elwood demands trial by jury on all issues triable of right by jury. Dated: July 12, 2013

Respectfully submitted,

/s/ J. Douglas Baldridge J. Douglas Baldridge (DC Bar #437678) Caroline P. Gately (DC Bar 431227) Moxila A. Upadhyaya (DC Bar #494373) VENABLE LLP 575 7th Street, NW Washington, DC 20004 202-344-4703 Telephone 202-344-8300 Facsimile [email protected] Counsel for Defendants/Counterclaim Plaintiffs Robert Elwood & Stacey Elwood

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Case 1:13-cv-00536-RBW Document 11 Filed 07/12/13 Page 33 of 33

CERTIFICATE OF SERVICE I hereby certify that on this 12th day of July, 2013, a copy of the foregoing was delivered as follows: By ECF Michael S. Sundermeyer Robert M. Cary Simon A. Latcovich WILLIAMS & CONNOLLY LLP 725 12th Street, N.W. Washington, DC 20005 Counsel for Headfirst Baseball LLC, Headfirst Camps LLC, and Brendan V. Sullivan III

/s/J. Douglas Baldridge J. Douglas Baldridge

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Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 1 of 18

C.Á. No. 1:13-cv-00536-TFH

EXHIBIT A TO COUNTERCLAIM

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 2 of 18

LIMITED LIABILITY COMPANY AGREEMENT

OF RED SOX CAMPS, LLC

This Limited liabilty Company Agreement (the "Agreement") of Red Sox Camps. LLC. a District of Columbia limited liabilty company (the "Company"). is entered

into by and between the Company and the Initial set forth on Schedule 1. Capitalized used herein and not otherwise defined have the meanings set forth on Exhibit A hereto. 1. Formation: Agreement,

The Company was formed effective as of July 16, 2010 upon the filing of the Articles of Formation with the Mayor of the Distnct of Columbia. Subject to the Act, the Company shall be governed in its affairs in accordance with this Agreement. as it may be modified or supplemented from time to time. This Agreement shall be deemed to be effective as of July 16,2010.

2. ~ame. The name of the Company is Red Sox Camps, LLC. 3. Principal Business Offce: Other Offces

The principal business offce of the Company shall be located at 2440 Wisconsin Avenue. N.W., Suite 201. Washington. D.C. 20007. or at such other location as may hereafter be determined by the Managers. The Company may have such other offces as the Managers may designate from time to time. 4. ed Offce.

The address of the ed offce of the Company in the District of Columbia js 1015 15th Street, NW, Suite 1000, Washington. D.C. 20005. 5. ed Agent.

The name and address of the ed agent of the Company for service of process on the Company in the District of Columbia is CT Corporation System. 1

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 3 of 18

6. Initial .

The name. mailng address and limited liabilty company interest of the Initial are set forth on Schedule 1. 7. Authonzed Persons; Certificates.

The Manager and each Offcer (as hereinafter defined), acting individually

or collectively. shall be the designated "authonzed persons" of the Company for purposes of the Act and are hereby authorized. among other things, to execute. deliver and file any certificates (and any amendments and/or restatements thereof) (i) to be

filed in the District of Columbia. or (ii) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. 8. purposes.

The Company is formed for the object and purpose of. and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liabilty companies may be formed under the Act, 9. POwers.

The Company shall have the powers provided for a limited liabilty company in the Act. 10. Management.

a. Managers. The business and affairs of the Company shall be managed from time to time by its designated Managers. Subject to the limitations imposed by the

Act and this Agreement, and subject specifically to the of Section 10(b) hereof.

the Managers. in their full. and absolute discretion, wil manage and control. have authority to obligate and bind, and make all decisions affecting the business and assets of the Company. The Initial shall be the Managers, and each Initial Member shall remain a Manager for as long as such Initial Member remains actively engaged in the business of the Company. A Manager may resign as the Manager at any time by giving written notice to the . Managers shall act by majority vote. except that

the following shall require the unanimous approval of the Managers; (i) fillng any Manager vacancy and (ii) decisions regarding the amount of management fees to be paid by the Company to any affliate of the Company. b. MajQr Decisjons. Notwithstanding any other provision of this Agreement.

in the event that there is more than one Member of the Company. the Managers wil not 2

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 4 of 18

have the right or authority to take any of the following actions (each. a "Major Decision") on behalf of the Company without the prior consent of holding a majorlty-ininterest of the outstanding interests in the Company: (i) Sellng, hypothecating or otherwise transferring or disposing

of all or substantially all of the assets of the Company; or (ii) Merging. reorganizing or otherwise

engaging In any

business combination with any other entity. 11. Offcers. a. General. The Managers may. from time to time as they deem advisable,

select natural persons who are employees or agents of the Company and designate them as offcers of the Company (the "Offcers") and assign titles (including President, Vice President, Secretary, and Treasurer) to any such person. A person may hold more

than one offce.

b. Offcers as Agents. The Ofcers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Managers not inconsistent with this Agreement, are agents of the Company for the purpose of the

Company's business, and the actions of the Offcers taken in accordance with such powers shall bind the Company.

12. Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations

and liabilties of the Company. whether arising in contract, tort or otherwise. shall be the debts, obligations and liabilties solely of the Company. and neither any Member nor any Manager shall be obligated personally for any such debt, obligation or liabilty of the Company solely by reason of being a Member or Manager of the Company. 13. Capital : Capital Contributions.

a. Capital Accoynt

Each Member shall have a separate capital , which shall be maintained in accordance with Section 704(b) of the Code. b. Capjtal Contributions.

are not required to make any capital contributions to the

Company. However, may make additional capital contributions to the 3

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 5 of 18

Company at any time upon the written consent of the Managers and such Member. The Initial are herewith making an initial capital contribution set forth on Schedule 1, and the Inital shall have the Interests set forth on Schedule 1. The provisions of this Agreement. including this Section 13. are intended solely to benefit the and. to the fullest extent permitted by law. shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor of the

Company shall be a third-part beneficiary of this Agreement). and no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

c. No Interest on Capital Contributions. Except as otherwise expressly provided herein. no Member shall receive from the Company any interest on Its capital contribution to the Company or its capital . d. Retyrn of CapUal Contribytions. No Member shall have the right to

withdraw any capital contribution or to demand and receive propert of the Company. Except as may be specifically provided in this Agreement, no Member shall have the right to any distribution in return for its capital contiibution. No Member shall receive out of Company propert any part of its capital contribution except as otherwise provided in this Agreement until all liabilities of the Company. except liabilties to on of their capital contributions. have been paid or there remains propert of the

Company suffcient to pay them. 14. Allocation of Profis and Losses: Taxès.

a. The Company's profits and losses shall be allocated to in proportion to each Membets respective Interest. b.

The Company shall be treated as a partnership for federal income

tax purposes. c. Brendan V. Sullvan is hereby designated as the "tax matters

parter" (as defined in the Code) of the Company for each taxable year of the Company

(the "TMptI) and is authorized and required to represent the Company (at the Company's expense) In connection with all examinations of the Company's affairs by tax authorities. including resulting istrative and judicial proceedings, to take all other actions authorized or required by the Code for the TMP and to expend Company funds for professional services and costs associated therewith. Any expenses Incurred

by the TMP in carring out its responsibilties under this Section 14(c) shall constitute Company expenses for which the TMP shall be reimbursed. 15. Pistrbuliom¡.

4

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 6 of 18

Distributions shall be made to at the times and in the aggregate

amounts determined by the Managers, proportionate to each Member's Interest. The Company shall make distributions to the in amounts intended to enable the to discharge their United States federal, state and local income tax liabilties arising from the allocations made pursuant to Section 15. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law. 16. Books and Records: Bank s.

a. The Managers shall keep or cause to be kept complete and

accurate books of and records with respect to the Company's business. The books of the Company shall at all times be maintained by the Managers. and

their respective duly authorized representatives shall have the right to examine the Company books, records and documents during normal business hours. The Company. and the Managers on behalf of the Company, shall not have the right to keep confidential from any Member any information that the Managers would otherwise be

permitted to keep confidential from a Member pursuant of the Act. The Company's books of shall be kept using the method of ing determined by the

Managers. If the Company chooses to have its s reviewed or audited by an independent public ing firm, such firm shall be selected by the Managers. b. All funds of the Company wil be deposited in its name in an or s maintained with such bank or banks selected by the Managers.

The funds of the Company wil not be commingled with the funds of any other Person. Checks wil be drawn upon the Company or s only for the purposes of the Company and shall be signed by the Managers or any authorized Offcer of the Company.

17. Indemnification. The Company shall indemnify, defend and hold harmless, to the fullest extent permitted by law, (i) each Member. (ii) each Manager, (ii)

the TMP and (iv) each director. offcer, agent, partner, employee, consultant, and Affliate of each Member, any Manager, the TMP and the Company, or of any of their Affliates (individually, an IIlndemnifed Partll), as follows:

a. The Company shall indemnify and hold harmless, to the fullest extent permitted by law. any Indemnified Part from and against any and all losses, claims, damages, liabilties, expenses (including legal and other professional fees and expenses), judgments, fines, surcharges, tax penalties, settlements, and other amounts 5

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 7 of 18

("Indemnified Costs") arising from all claims, demands, actions, suits, or procedings

("Actions"), whether civil, criminal. istrative, or investigative, in which the Indemnifed Part may be involved, or threatened to be involved, as a part or otherwise arising as a result of its status as (i) a Member of the Company, (ii) a Manager, (ii) the TMP, (iv) a liquidating trustee, (v) a director, offcer, agent, employee, consultant, or Affliate of the Company or of any subsidiary or Affliate of the Company or the TMP with respec to which such Indemnified Person so served at the request or direction of the Company, or (vi) a director, offcer, agent. employee, consultant. . trustee or fiduciary with respect to any employee welfare plan or program or employee benefit plan or program with respect to which such Indemnified Person so served at the request or direction of the Company or any subsidiary, in each case regardless of whether the Indemnified Part continues in such capacity at the time any such liabilty or expense is

paid or incurred, and regardless of whether any such Action is brought by a third part, a Member, or by or in the right of the Company; provided, howver, that no such Person shall be indemnified hereunder for any Indemnified Costs that proximately result from such Person's gross negligence or wilful misconduct.

b. The Company shall payor reimburse, to the fullest extent allowed by law and consistent with Section 17(a). in advance of the final disposition of the proceeding, Indemnified Costs incurred by the Indemnified Part in connection with any

Action that is the subject of Section 17(a), provided, hOwever, that the Indemnified Party

shall provide to the Company written confirmation that the I ndemnified Part wil return

any amounts so advanced by the Company to the extent that it is subsequently determined that the Indemnified Part was not entitled to receive such amounts

advanced. It shall not be a condition of any such undertaking that it be secured. and the financial capacity of the Indemnifed Part shall not be considered in connection with this Section 17(b). c. Notwithstanding any other provision of this Section 17, the

Company shall payor reimburse Indemnified Costs incurred by an Indemnified Part in connection with such Person's appearance as a witness or other participation in a proceeding or investigation involving or affecting the Company at a time when the

Indemnified Part is not a named defendant or respondent in the proceeding. d. An Indemnified Part shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, report or statements presented to the Company by any Person as to matters the Indemnifed Part reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information. opinions. reports or statements as to the value and amount of the assets, liabilties or any other facts pertinent to the existence and amount 6

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 8 of 18

of assets from which distributions to any Member might properly be paid. e. To the extent that, at law or in equity, an Indemnified Part has

duties (including fiduciary duties) and liabilties relating thereto to the Company or to any other IndemnIfied Part, an Indemnified Part acting under this Agreement shall not

be liable to the Company or to any other Indemnified Part for its good faith reliance on

the provisions of this Agreement or any approval or authorization granted by the Company or any other Indemnified Part. The provisions of this Agreement, to the

extent that they restrict the duties and liabilties of an Indemnifed Part otherwise existing at law or in equity, are agreed by the Initial to replace such other duties and liabilities of such Indemnified Part. f. The foregoing provisions of this Section 17 shall survive any

terination of this Agreement.

18. Transferabilty of hip Interests

a. Without the prior written consent of the Managers pursuant .to

involuntarily transfer, or create or suffer to exist any encumbrance against, all or any part of such Member's record or beneficial interest in the Company, and (b) no Person may be itted to the Company as a Member. Section 20, (a) no Member may voluntarily or

b. No assignee or transferee of an Interest shall be itted as a substituted Member of the Company unless, in addition to compliance with the other conditions set forth in Section 18(a), all of the following conditions are satisfied: (i) The assignee or transferee has executed and delivered all

documents deemed appropriate by the Managers to reflect such Person's ission to the Company and agreement to be bound by this Agreement; and (ii) If requested by the Managers, payment has been made to

the Company of all costs and expenses of itting such transferee or assignee as a substituted Member. c. Unless itted to the Company in accordance with Section 18(b),

the transferee of an Interest or a part thereof shall not be entitled to any of the rights.

powers, or privileges of its predecessor in interest, except that such transferee shall be entitled to receive and be credited or debited with Its proportionate share of profits, losses and distributions hereunder. 7

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 9 of 18

19. Buy-Sell Agreement

a. Each of the following events shall constitute a "Buy-Sell Event" under this Agreement: (i) The death, declaration of legal incompetence, or dissolution

and winding up of a Member; (ii) A judicial determination of the insolvency of any Member;

(ii) Any filing of a petition or suit under the bankruptcy laws by

or against a Member that is not dismissed within sixty (60) days;

(iv) Any purported voluntary or involuntary transfer or

encumbrance of all or any part of a Member's Interest in a manner not expressly permitted by this Agreement; or

(v) Any withdrawal by a Member from the Company or from

active involvement in the business of the Company, as determined by the Company. b. Upon the occurrence of a Buy-Sell Event, (I) the Member to whom

such event has occurred (the "Withdrawing Member"), or its executor, , or other legal representative in the event of death or declaration of legal incompetency, or

(ii) in the event of a withdrawal pursuant to Section 19(a)(v), the Managers shall give notice of the Buy-Sell Event (the "Buy-Sell Notjce") to the other within ten (10) days after its occurrence. If the Withdrawing Member fails to give the Buy-Sell Notice following any Buy-Sell Event pursuant to Sections 19(a)(i)-(iv), a Manager may give the

notice at any time thereafter and by so doing commence the buy-sell procedure provided for In this Section 19. c. Upon the occurrence of a Buy-Sell Event, each of the ,

except the Withdrawing Member, shall have an option to purchase (the "Purchase Option") the Withdrawing Member's Interest or any portion thereof at fair market value,

with the application of appropriate illquidity and minority discounts, as reasonably determined by the Company. This right wil be allocated among the who elect to purchase (the "Purchasing ") in the proportion they mutually agree upon. or, in the absence of agreement, in the ratio that each of the Purchasing Member's Interest bears to the aggregate Interests of all Purchasing . The Purchasing must give notice of their election to exercise their Purchase Option to the Withdrawing Member and all other within thirt (30) days following delivery of the Buy-Sell 8

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 10 of 18

Notice. If the Purchasing fail to elect to purchase the entire Withdrawing Membets Interest, the Company shall have thirt (30) days to give notice of its election to purchase the portion of the Withdrawing Member's Interest not elected to be purchased by the Purchasing .

d. The closing of the purchase of any Interest pursuant to this Article 9 shall take place on the date agreed upon by the purchaser(s) and seller, but not later

than ninety (90) days after the occurrence of the respective Buy-Sell Event. The purchase price for each hip Interest being purchased will be payable in full In

cash or, in the Purchasing Member's or Company's discretion. as applicable, a purchase option note with a five-year maturity at a market rate of interest. e. From the date of the occurrence of the Buy-Sell Event to the date

of the transfer of the Withdrawing Membets Interest under this Section 19, the Interest represented by the Withdrawing Membets Interest wil be excluded from any calculation of aggregate Interests for purposes of any approval required of Managers or

under this Agreement. Without limiting the generality of any other provision of this Agreement, upon the exercise of the Purchase Option, the Withdrawing Member,

without furter action, wil have no rights in the Company or against the Company. any Member, or any Manager other than the right to receive payment for its Interest in accordance with this Section 19. 20. ission Qf Additional .

One or more additional of the Company may be itted to the Company with the written consent of holding a majority-in-interest of the limited liabilty company interests in the Company.

9

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 11 of 18

21. Dissolylion.

a. When Dissolved. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following: (i) at any time there are no of the Company unless the business of the Company is continued In a manner pennitted by the Act or (ii) the entr of a decree of judicial dissolution under the Act. b. Bankruptçy. The bankruptcy of any Member shall not cause the

Member to cease to be a Member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution. . c. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of

the assets of the Company in an orderly manner). and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in the Act. d. No Defcit Restoration. Nothing contained in this Agreement shall

be constred to require any Member to restore any deficit in a capital accunt by making any contributions to the Company. 22. Non.CompetitiQo.

During the tenn of this Agreement and for one.year following any withdrawal, each Member agrees not to (i) conduct, manage or consult to, either directly or indirectly, any business of any nature whatsoever. Which is in competition with the Company in the same geographical area as the Company or (ii) employ. solicit or recruit

for employment or otherwise contract for, or assist any entity in soliciting, recruiting.

employing, or otherwise contracting for, the services of any person who was an employee of the Company or any of its affliates. 23. Severability Qf ProvisiQOs.

10

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 12 of 18

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or Illegal under any existing or future law, such invalidity, unenforceabilty or ilegality shall not impair the operation of or affect those portions of this Agreement that are valid, enforceable and legaL. If a court or other tribunal of competent jurisdiction determines that any of the provisions of this Agreement are ilegal, void as against public policy or otherwise unenforceable, then such provisions shall be modified to the extent necessary to make such provisions enforceable and then enforced to the full extent permissible under the applicable law consistent to the maximum extent permissible with the intent of the parties hereto.

24. Entire Agreement

This Agreement (including the Schedules and Exhibits attached hereto, which Schedules and Exhibits are incorporated herein by reference and made a part of this Agreement) constitutes the entire agreement of the parties with respect to the subject matter hereof and supercedes all prior written or oral statements, discussions and agreements relating to the subject matter hereof. 25. Governing Law.

This Agreement shall be governed by and construed under the laws of the District of Columbia without regard to any otherwise applicable conflict of laws principles that would result in the application of the law of any other jurisdiction. 26. Amendments.

This Agreement may be modified, altered, supplemented or amended by action of holding at least seventy-five percent of the limited liabilty company interests herein.

27. Successors and Assigns

This Agreement wil be binding upon and inure to the benefit of the parties hereto and their respective succssors and permitted assigns, and no other Person wil have any rights, interest, or claims hereunder or be entitled to any benefits under or on of this Agreement as a third party beneficiary or otherwise and none of the

provisions of this Agreement shall be construed as existing for the benefit of any 11

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 13 of 18

creditor of any Member or of the Company; provided, however, that nothing in this Section 27 shall be deemed to limit the rights of any "Indemnified Part under Section

17, and provided. further, that nothing contained in this Section 27 shall limit the effectiveness of any restriction on transfers or pledges of limited liabilty company interests contained herein. 28. Construction

The captions and headings of the sections of this Agreement are for convenience of reference only and are not to be considered in construing or interpreting any provisIon of this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) references to one gender include all genders. (ii) "mil has the inclusive meaning frequently identified with the phrase "and/or," (iv) "including" has the inclusive meaning frequently identified with the phrase "including but not limited to" or "including without limitation, II (v) references to "hereunder," "herein" or "hereof' relate to this Agreement as a whole, and (vi) the "dollars" and "i" refer to United States

dollars, Any ing term used herein without specific definiton shall have the meaning ascribed thereto by U.S. generally accepted ing practices. Section,

subsection, exhibit and schedule references are to this Agreement as originally executed unless otherwise specified. Any reference herein to any statute, rule, regulation or agreement, including this Agreement. shall be deemed to include such

statute. rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. Any reference herein to any Person shall be deemed

to include the heirs, personal representatives, successors and permitted assigns of such Person.

29. Notices

Any notice, demand, request or other communication which may be or is required to be given, served or sent by any part to another pursuant to this Agreement shall be in writing and shall be hand delivered (including delivery by courier so long as a receipt or confirmation of delivery is obtained), sent by a recognized overnight delivery

service. mailed by first-class, ed or certified mall. return receipt requested, postage prepaid or transmitted by facsimile transmission (followed by delivery of the original of such document) addressed as follows; If to a Member, at the last known address of such Member delivered to the

Manager. If to the Company: 2440 Wisconsin Avenue. N. W., Suite 201, 12

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 14 of 18

Washington, D.C. 20007.

Any part hereto may designate by notice, in the manner herein above provided, a new address to which any notice. demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request or communication which shall be mailed, delivered. or transmitted in the manner described above shall be deemed suffciently given, served, sent and received for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, the affdavit of messenger, or, in the case of facsimile. electronic confirmation of reception with verbal confirmation, being deemed conclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation. Any party may change its designated recipient for notices, address and/or facsimile number upon written notice to the other parties to this Agreement. (SIGNATURE PAGE FOLLOWS)

13

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 15 of 18

IN WITNESS WHEREOF, the undersigned, intending to be legally bound

hereby, has duly executed this Agreement effective as of the July 16, 2010. COMPANY:

~ ~

By:

Brendan V. Sullvan

Name: Brendan V. Sullvan

Title: Manager

Robert M. Elwood

14

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 16 of 18

EXHIBIT

A

Definitons

When used in this Agreement, the following not otherwise defined herein have the following meanings:

"&." means the District of Columbia Limited Liabilty Company Act (D.C. Code Ann. Section 29-1001 et seq.).

"Afliam" means, with respect to any Person, any other Person directly or indirectly Controllng or Controfled by or under direct or indirect common Control with such Person.

"Agreemenl' means this Limited Liabilty Company Agreement of the Company, together with the Schedules and Exhibits attched hereto, as amended, restated or supplemented from time to time.

"Company" means Red Sox Camps, LLC.

"Control" means the possession, directly or indirectly, or the power to direct or

cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member Interests, by contract or otherwise. "Controllng" and "Controlled" shall have correlative meanings.

Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly. a majority of the ownership interests.

"Indemnified part" has the meaning set forth in Section 17(a). "Interest" means the limited liabilty company interest in the Company held by a Member.

"Managers" means Brendan V. Sullvan and Robert M. Elwood or such other Manager elected pursuant to this Agreement.

"Major Decision" has the meaning given such term in Section 10(b).

"Member" means the Initial . and includes any Person itted as an

additional member of the Company or a substitute member of the Company pursuant

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 17 of 18

to the provisions of this Agreement. The "Initial " are Brendan V. Sullvan and Robert M. Elwood.

"Offcer" means an offcer of the Company as described in Section 11.

"PersQo1l means any individual, corpration, partnership, t venture, limited liabilty company, limited liabilty partnership, association, t-stock company, trust, unincorporated organization or other organization, whether or not a legal entity, and any governmental authority.

3

Case 1:13-cv-00536-RBW Document 11-1 Filed 07/12/13 Page 18 of 18

SCHEDULE 1

Inital Member and Interess

Initial Member

Brendan V. Sullvan

Robert M. Elwood

3

Addres§

Capital Contribytion

Company Interests

3704 A1bermarle Street, NW Washington. DC 20008

$10

50%

3430 Quebec St NW Washington. DC 20016

$10

50 %

Case 1:13-cv-00536-RBW Document 11-2 Filed 07/12/13 Page 1 of 3

C.Á. No. 1:13-cv-00536-TFH

EXHIBIT B TO COUNTERCLAIM

Case 1:13-cv-00536-RBW Document 11-2 Filed 07/12/13 Page 2 of 3

~

ir

F-!oL' FlvIJf:--,()d rn:,)':

Re: Goal 1 message

Brendan Sullvan c:bsullvan~headfirstcamps.com~ Sun, Jan 29, 2012 at 10:50 PM To: Rob Elwood c:moxiedoggy~gmaii.com~ I'd love to have this done by the end of this week. Had a long discussion with Ted this evening and he certainly understands that there is urgency to this. He doesn't want anything dragged out any more than we do.

I of course agree that you and I have built this company together - no one, including Ted. disputes that for a second or tnes to allocate credit anywhere or to anyone else. But i disagree pretty strongly with your thoughts that this situation isn't complicated. I think it's really complicated.

It is complicated to me and it involves two people whose thoughts, feelings and well being I care a lot about. And it causes me stress just like it causes you stress. And Ted as well. If it wasn't complicated, and there was an

easy solution, I would have found it and solved it a long time ago. Brendan Sullvan Founder & President

Headfirst Camps (202) 625-1921 ext. 102

WW.headfirstcamps.com ww.headfirsthonorroll.com

ww.redsox.com/camps On Jan 28,2012, at 9:06 AM, "Rob Elwood" c:moxiedoggy~gmaii.com~ wrote: ~ Sully

~ Can we please make it a goal to have this Ted IIc stuff completely finalized by Fnday this week? I know you empathize but I can't tell you how much it is bothenng me every day it es. "working on it" does not really mean anything to me anymore. No reason to apologize for anything, i understand where it all stands, but it gets worse for me in every ing day. On top of that I want to be able to focus our attention on our two employees who are nkw patiently waiting for me and you to tell them something about future structure, so they are sitting around asking me as well (hoov did on Fnday). I just want to see closure immediately so i can personally focus on the business at hand. i wil be honest with you, nothing means that much to me nght right now until this is settled as i have been patiently waiting. Not to get into your business Brendan, but Doug and i

would have had this settled the day you showed concem-so that, above anything is upsetting me the most about all this...that i am not bejng treated as i would treat another person. The details have been there for 10 years and not one thing has changed. It really is not that complicating when it all boils down to it..and if it truly is, i have a nght to immediately know about it. The fact that it had been taking this long only suggests that there are major concems/challenges that are beibg kept from me. Be it the case or not, it is now the perception. The fact that \ am writing another email about this is beyond frustrating as i wrote to you expressing my sincerest concerns back on January 1. It has been close to two weeks since we came to a conclusion on what we would "offer" ted. Since that time as a business- we have solved about 50 more logistically complicating tasks then having a resolution to you and teddy IIc matters; therefor, it is really hard for me to understand your priorities. My tone is harsh, i know, but understand that it is a tone that has boiled for years and now is bubbling over. Stacey asks me every week if it has been resolved..and I keep tellng her that it is all good and "i trust Brendan is going to figure it out soon". Well you can imagine how those conversations are going recently...especially since it has been years of me giving the same answer. I need to go update my will in the next two weeks now that Drew is here and a part of the family. I would really like to add into that paperwork my legal interest in the company I built

with you (not Ted). Think about it all from my angle, Brendan. ~ ~

Case 1:13-cv-00536-RBW Document 11-2 Filed 07/12/13 Page 3 of 3

~~

~ Rob Elwood

~ Chief Executive Officer

~ Headfirst Camps ~ 202.625.1921 ext. 103 ~ headfirstcamps.com ~ redsox.com/camps

Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 1 of 7

C.Á. No. 1:13-cv-00536-TFH

EXHIBIT C TO COUNTERCLAIM

Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 2 of 7

05/19/2003 Page I Headfint Baseball 2002 Profit & Loss

01/01/2002 Through 12ßI/002

01/01/2002-

Ca~gorrD~!(r~ptioll~_. ... ~l3~~~ INCOME

Coaching Income

TOTAL INCOME

478,060.19

"'-TI~;Oo(m

EXPENSES

Uncategorized

0.00

Advertising & Marketing-Advertising

10,232.41

Apparel

17,200.25

Auto.Automobile Expenses Fuel.Auto Fuel

Service.Auto Service TOTAL Auto.Automobile Expenses

1,97.71 3,102.04

---OID5

8ank Charge.Bank Charge

4,898.81

Camp Meals.Lunches for students

3,625.99

Charity.Charitable Donations. Cash Computer.Computer

Dues and Subsciptions.Dues and Subscriptio... Education.Education Equipment

Insurance, Bus.lnsurance (not health) Interest Exp-Interest Expense

1,161.91

115.46

24,82.06 556.03 18,539.83

500.00 1,002.19

Legal.Prof Fees.Legal & Prof. Fees

1,395.00

Meals & Entertn.Meals & Entertinment

4,650.16

Medical.Medical Expense

Postage & Mailng

140.00

6,228.12

Printing and Reproduction-Printing and Repr...

1,543.18

Rent.Housing Rent

6,226.38

Field Rent

5,440.00

Omce Rent

12,500.00

TOTAL Rent.Housing Rent

Supplies, Bus.Supplies

"'-'14;I66.J8 6,150.11

Tax.Taxes Fed-Federal Tax

5.12

Other.Misc. Taxes

636.01

Soc Sec-Soc Sec Tax

599.25

State-State Tax TOTAL Tax.Taxes

109.31

----;J5lV

Tax, Busines- Taxes & Licenses Fed.Federal Tax

State.State Tax TOTAL Tax, Business.Taxes & Licenses

Travel, Bus-Busines Travel Expense Umpire Fees

2,180.00

-21.79

."--lJOm 26,866.24

2,065.00

Utilities.Water, Gas, Electric Telephone.Telephone Expense Web & Online Hosting

TOTAL Utilities-Water, Gas, Electnc

14,871.2 1,829.61

--¡ir0:

Wages. Wages & Job Credits Partner

Boíl!s,Equity.Dr.w

Salary-Salary Income

Employee Advance

1,850.00

healthcare.employee benefit-pretax

4,169.82

Payroll Expenses

Payroll Taw TOTAL Salary.Salary Income

Sub-Contraetors-1099 Wages TOTAL Wages.Wages & Job Credits

169.51

90.00

---,Oif4:2V 203,891.02

''lgr:7bi:sl

Case 1:13-cv-00536-RBW Document 11-3 Filed 07/12/13 Page 3 of 7

Ileadfìrst Tax Category Detail 2002 01/01/2002 Through 12ß1!2002 01/12/2003

Page iS

Date l/urn

Description

õïïii-:: ãà-¡kõC ï96S--- Ã;;rew Siegel Siegel

12/021. 8ank of A... 236 Julie Mowcoan

OL/O//... Bank of A... AOl 01/01/... 8ank of A... Verizon

Utilties:Web & Online Hosting

R .203.05

Utilties:Web & Online Hosting

-570.00

Web Design.7hrs 1099

Utilities:Web & Online Hosting

.140.00

online serice

Utilities:Web & Online Hostng

.23.90

credit for overcharge-online service

Utilties:Web & Online Hosting

1.61

Utilities:Web & Online Hosting

-19.95

01/08/... Bank of A... Microsoft 8Central

0l14/... 8ank of A... AOl

online serice

01/14/... 8ank of A... Computer friends

01/15/... Bank of A... Verizon

credit for overcharge.online service

02/B... Bank of A... Microsoft 6Central

02/13/... Bank of A... AOL

online service

03/11/... 8ank of A... Microsoft BCentral

03(l/... Bank of A... AOL 04(15/... Bank of A... AOl OS/2/... Bank of A... AOL 06/25/... 8ank of A... AOL 11112/... Bank of A... AOL 12/12/... Bank of A... AOL

online service

.23.90

Utilities:Web & Online Hosting

-65.90

Utilities:Web & Online Hosting

49.95

Utillies:Web & Online Hosting

-19.95

Utilities:Web & Online Hosting

-23.0

Utilities:Web & Online Hosting

-19.95

Utilities:Web & Online Hosting

-23.90

Utilities:Web & Online Hosting

.23.90

online service

Utilties:Web & Online Hosting

-23.90

online service

Utilities:Web & Online Hosting

-23.90

online service

Utilties:Web & Online Hosting

.23.90

online service

Utilities:Web & Online Hosting

.23.90

Utilities:Web & Online Hosting

.39.90

Utilties:Web & Online Hosting

.19.95

09/09... USA CC Microsoft BCentr

Utilities:Web & Online Hosting

-19.95

Utilities:Web & Online Hosting

.19.95

Utilitiel:Web & Online Hosting

-19.95

online service

Utilities:Web & Online Hosting

.23.90

Utilties:Web & Online Hosting /

.19.95

online service

Utilities:Web & Online Hosting I

-23.90

10/21/... USA CC Microsoft BCentral

11/04/... USACC AOL

Utilities:Web & Online Hosting

online service

05/09... USA CC Microsoft BCentral 06/10/... USA CC Microsoft BCentral 01/08/... USA CC Microsoft 8Central 08/08... USA CC Microsoft BCentral

10116/... USACC AOL

-- ii -"--::ÕÕ

Utilities:Web & Online Hosting

Internet Consulting

03/09/... Bank of A... 1993 Shogini Systems 08/06... 8ank of A... 1219 Andrew

CI Amount

Category

Memo ...... . ÖëtÕI~Jã~OlWeb design ---_.-

~'-:lJ.fJ

TOTAL Web & Online Hosting

--9;(ßI

TOTAL Utilities. Water, Gai. Electric

~..." ~1~)""~~ V

Wages.Wages & Job Credits

12/08/... Bank of A... 2385

Mike Twardoski

p-)~_/ , l' I' l

Honor Roll Camp 1099' ".. '\ Wages/HRoll2002 Inc ~

SU8TOTAL Wages-Wages & Job Credits

05/01/... 8ank of A... 2044 05/011... Bank of A... 2045

-350.00

'--:OO

G/Llc;. I R

09(/... 8ank of A... 2299

j

09/2/... 8ank of A... 2300

I i

Salary-Salary Income Employee Advance

02/06/... 8ank of A... 1960 06/10/... Bank of A... 2078

Boomer Barry S Michael Barry

/

return of advance

Wages:Salary:Employee Advance í

advance 1099

Wages:Salary:Employee AdvanceIBar01s

R -ISO.OO

R '1,100.00

TOTAL Employee Advance

.----; I;S30:nO

healthcare.employee benefit-pretax

02/04... 8ank of A... EF 03/01/... Bank of A... EF 03/19/... Bank of A... 2002 04/01/... Bank of A... EF 05/01/... Bank of A... Ef 06/03/... Bank of A... EF

lie Investors

Wages:Salary:healthcare

lie Investors

Wages:Salary:healthcare Wages:Salary:healthcare

\1/ )/ ¡

R

-152.94

R

-152.94

R

-285.66

lie Investors

Wages:Salary:healthcare

R

.152.94

lie Investors

Wages:Salary:healthcare

R

.152.94

lie Investors

Wages:Salary:healthca re

R

-152.94

.201.44

John Alden

JAlIC GJ. feb & Mar health ins

06/06... Bank of A... 2011

JAUC G.

May-June

Wages:Salary:healthcare

R

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Case 1:13-cv-00536-RBW Document 11-4 Filed 07/12/13 Page 1 of 4

C.A. No. 1:13-cv-00536-TFH

EXHIBIT D TO COUNTERCLAIM

Case 1:13-cv-00536-RBW Document 11-4 Filed 07/12/13 Page 2 of 4

BankofAmericaw-'

Limited Liabilty Company

BANK OF AMERICA, N.A. (THE "BANK")

Signature Card

Number 2

o Temporary Signature Card

Type BUSINESS II\TEREST MAXIMIZER Title. HEADFIRST BASEBALI"J_L""l,C. .- .~~_._--~...-,~-- .._-------~.__.....-_.-

.._-,.~.-,. ~_._--_.._~--_. Name of Company HEADFIRST BASEBALL.Ll~____.__.__.._..-_.-----Tax Identifcation Number I ) . '-'-By g below, the above named Association agrees that this is and shall be governed by thc te"ms and conditions get forth in the following documents, as

amended from time to time: (1) the Deposit Agreement and Disc108Ulcs, (2) the Business Schedule of Fees, and (3) the Miscellaneous Fees for Business s, and the Association furthei: acknowledges the i'eceipt of these documents.

Substitute Form W-9. Certifcation-Under penalties of perjury, I certify that: (1) The number shown on this form is the correct

taxpayer identHication number (or I am waiting for a number to be issued to me), Cind pa I am not subject to backup witi.holding because: (A) I flm exempt from backup withholding, or (B) I hflve n~t b~en notifed by the Internal Re~enue Service (IRS) that I am subieet to bflcknp withholding as a result of a failure to report 'all inleres.t or dividends, or (C) The IRS has notified me that I cim no longer subject to bCickup withholding, and (3) I flm a U.S. pèrson (including a U.S. resident allen). Certification Instructions You must Cl'5S out item (2) above if you hiive been notified by the IRS that you are current.ly subjectto backup withholding because of underreporting interest or dividends on your tax return. (See also rns instruct.ions for Form W-9).

The Intern'al Revenue Servioe does not require your oonsent to any provision of this document othar than the certifications required to avoid baokup withholding.

Signature

Name (typed or printed) 1.. & l-( r r Æ /WO(? iJ

2. 13Le1t:l4.r ,£i / ¡" V'P 1" 3.

4. 5.

I, the undersigned, hereby certify (1) tliat r am a duly authorized member/manager of the Company named above. (2) ¡,hat the above named person"i) are those persons currently empowered to act "nder the Company resolutìons authorizing this accoiint find 11,e ot;her banking services provided fOl' therein, (3) that the specimen signature set forth oppo~i~ J)e name of eacl~ perso~, is true and genuine: and (4) the SUhSl:t .Form W-9 certifica.tion.

This...-daYOf ¡rio/ 2PtJ6. _. . 'Iy'tc-ft~.. Member/Manager ATM/Deposit/Cheek Card Request

Provided that the referenced above is eligible to receive automat.ed t.eller machine cards and/or Check Cards, I (as authorized by the resolu1;ons which aut.horize this ) hereby request the issuance of such cards t.o any of the authorized signers .on this .

Member/Marlager

Member/Mandger

Bank Information Dat.e __Q.1/25/gQQL____.____....

Banking Center Name .__TELEPHONE BANKING -,--'--....-----...----.-----

Associate's Phone NUl1ber"§QQ.360.50~

AssocÎate's Name ROBERT FEA~STER

~5.J4.9(JllM 08.200l NDe

Case 1:13-cv-00536-RBW Document 11-4 Filed 07/12/13 Page 3 of 4

BankofAmerica~.

Certified Copy of Limited Liabilty Company Resolutions.. Opening and Maintail1ing Deposit s and Services

'NK OF AMERICA, N.II. (THE "BANK")

Name of Limit.ed Liabilt.y COmpallY HEADFIRST BASEBALL LLC

1, the undersigned, hereby certify to BANK OF AMERICA, N,A,

.__, that I ani altJie

j)ý.c#.r

Title

and the designated keeper of the records and minutes of HEADFIRST BASEBAll iie, a (;ited liabilty company 0 professiona limited liability company duly organized and existing under the laws of the State of 4 Jgt 1.,'''J .¡.1, Dc. (the

resolutions duly adopted

"Company"); that I have full authority to manage, represent, sign for and bind the Company, that the follow,ing is a true copy of

by a majority of the /managers of said Company at a meeting duly held on the kday of Ae Y" I , ~ , at which a quoruin

the /managers; alid that such resolutions are in full force

was present and acted throughout or adopted by the writtn consent of a majol'ty of

and effect and have not been aniended or rescinded.

1. Resolved, that BANK OF AMERICA, N ,A, (the "Bank") is hereby designated as a depository of the Company and that deposit of tle Bank's one of the following , maliagers, or

s and/or time deposits (CDs) be opened and maintaned in the iiame of this Company with the Bank in accordalice with the

emizloyees ~~ r

Deposit Agreement and Disclosures and the applicable rules and reguations for such s; that aliy

_N~aia:ililee,_~~_ __. _ Title/Status fi.U~:: ~~-;.. Name

TitleJStp.tus

Name

Title/Status

is hereby authorized, on behalf of this Company and in its name, to execute and to sign any application, deposit agreement, sigiiatUle card alid any other doeUlnentation required by Bank to open said s; to sign checks, drafts, notes, bils of exchange, acceptances, time deposits (CDs) or other orders for payment of money; to endorse checks, drafts, notes, bils, time deposits (CDs) 01' other instruments owned or held by thisCompallY for deposit with Bank or for eollection 01' discouiit by Eank; to accept drafts, acceptances; and other instruments 'payable at Banl(; to place orders witn Bank for the pUlchase and sale of foreign currencies on behalf of this Company; to execute and deliver an electronic fund transfers agreement alid to make transfers or

withdrawals by electi'onk tralisfer on behalf of the Company; to obtain an access device (including but not limited to a card, code, or other means of access to the Company's s) that may be used for the purpose of initiating electronic fund transfers (Company agrees and acknowledges that neither the Electronic Funds Transfer Act (15 U.s.C. 1693 et seq.) noi' Regulatioii E (12'C.F,R. Part 205) are applicable to any such access device); to establish and maintain a night deposit i;elationship; to execute and deliver a wie tral1sfer agreement and to request, or to appoint alid !Ìelegate from tin1.e to t.ime such persona who may request, wires of funds; to enter into any agree'ments with the Bank for the provision by Baiik of val'ious Treas1lY Management services to this Company as such member, manager or employee maY' determine, in his or her sole discretion, and to sign any and all documents and take all actions required by Bank relative to such TreasUl'Y Management ~ervices or the performance of the Company's obligations

remain ii~ full force and effect until writt.en notice to terminate given in have l:eenreceived by Bank and that such termination shall not affect any action taken by the

thereunder, and that any such TreaslUý Managemeiit agrèeiient(s) shall accordance with the of any such agreement

shall

Bank prior to such t.ermination; to rent or lease a safe deposit box from Bank, to execute the rental agreement or lease, to enter the safe deposit box and to terminate the rental agreement or lease; t.o take whatever other actions or enter into whatever other agi'eements relating t.o the s or investinent of funds ili such aCC?Ul1ts with Bank and to execute, alnend, supplement and deliver to Bank such agi'eements 011 behalf of the Compaliy upon

such and conditions as such member, manager or einployee may deem apprppriate and to appoint and delegate, from time to time, such person(s) who may be authorized to enter into such agreements alid take any other actions'pUl'suant to such agreements in connection with said s that the protest or dishonor of any check, note, bil, member, manager or employee deemsnecessai'y; and to waive presentment, demand, protest, and notices of

draft, or other instrument made, drawn or endorsed by this Company; and 2. Futlher Resolved, that t.he Bank be and is hereby authorized to honor, receive, certify, payor exchange for money orders 01' other instruments all

inst.ruments signed in accordance with the foregoing resolutions even though such payment may create an overdraft or even though such instruments may be drawn or endorsed to the order of any member, manager or employee g the same or tendered by such member, manager or employee or a third party for exchal1ge or eashing, or in payment of the individual obligation of such member, maliager or employee, or for deposit to such member's, the issuance or manager's 01' employee's personal and Bank shfÛ not he required or be uuder aliy obligation to'inquire as w the circumstances of use of any instrument signed in accordance with the foregoing resolutions or the application or disposition of such instrument or the proceeds thereof; and, f\lt.lier, that t.he Bank is authorized to honoi' aliy instructions regarding withdrawals, orders for payment or transfer of funds whether oral, by telephone or electronic means if such w~thdrawal, orders or transfer are initiated by an above authorized inember, manager oj' employee; and

SIGN RIc1iir'

,'Ç;~ ",fft,'§f smB: ._,;1;.

NDC OO-14.9258M 6-1999

Case 1:13-cv-00536-RBW Document 11-4 Filed 07/12/13 Page 4 of 4 3. Further Resolved, that the Baiik be and is hereby requested, authorized and diected to honor and to treat as authorized, checks, drafts 01' othei' orders for the payment of money di'awn 01' purportedly drawn in this Company's name, including those payable to the indìvid1ll order of any

employee

'1'8011 whose name appeai's thereon as signer thereof, when bearing or purporting to heai' the facsiniile sigl1atLU'e of a member, manger or

,tJ1orized in the foregoing resolutions and the Ban shall be entitled to honor, to treat as authorized, and to charge this Company for 8uch checks, drafs, or other orders regardless of by whom or by what means the actual or purorted facsimile signature thereon may have been affued thei'eto, if

such signature resembles the facsimile specime.n duly certifed to or fied with the Bank by a member/manger of this Company or if such facsimile signatiue resembles any facsimile signature previously affixed to aiiy check, di'aft, ol'other order drawn in the Company's l1anie, which check, di'af,or other order was accepted and paid 'without timely objection by the Company, thereby ratifing the use of such facsimile signature; and the Compay

hereby indemnifes and holds the Baiik hai'mless against any and all loss, cost, damage or expense suffered or hiciured by the Bank arishig out of or in aiiy way related to the misuse or unlawful 01' unauthorized use by a person of such facsimile signatiue; and 4. Further Resolved, that endorsements for deposit may be evidenced by the name of the Company being written or stamped on the check 01' other

instrument deposited, without designation of the pai'ty making the endOl'sement, and the Bank is authorized to supply any endorsenient on aiiy instrument tendered for deposit 01' collection; and

5. Further Resolved, that a duly authorized member/manager of this Company shall certify to the Ban names aiid signatures of pei'sons authorized to act on behalf of this Company under the foregoing resolutions and shall from time to time hereafr, as changes in the identity of said

, manager, and employees ai'e made, immediately report, fun1Ísh and certify such chaiiges to the Bank aiid shall submit to.the Bank a new sigliatiue card reflecting such change(s) Íll order to make such changes effectve aiid the Ban shall be fuly protected in i'elying on such certifcations and shall be indemnified aiid saved harmless from any claims, demands, expenses, losses, 01' dainages resulthig from, or gl'owing out of, honoring the signature of any member, manager, or employee so certified, 01' refusing to honor any signature not so certified; and

..

6. Further 'Resolved, that the foregoing resolutions shall remain in ful force and effect and the authority herein given to all of said persons shall

. remain h'revocable as fai- as the Bank is conceried until tlu'ee (3) business days afer the Bank is notifed in writing of the revocation of such authority and that receipt of such notice shall not affect any action taken by the Baiik prior thereto; and

7. Further Resolved, that all transactions by aiiy member, manager, or employee of tlús Co~pany on its behalf and in its name witli the Banpríór to the delivery to the Ban of a certified copy of

the foregoing resolutions are, in all respects, hereby l'atifed, confirmed, approved and adopted; and

8. Further .Resolved, that any member/manager be and hereby is, authorized aiid directed to certif these resolutions to the Bank aiid that the

provisions h€'.reof are in conforniity with the Ai-tides of Organization and Operating Agieement oftliis Company, .

of , 7Øb. .

In Witness Where f and intending to bind the Con'!any, i have hereunto subscribed my name as a member/manager oHhis Compaiiy, this

~-~

-I day

c.--

Member/Manager

j)',,?c'~

qank Information late

04125/2006

Banking CEHlter Name

TELEPHONE BANKING

Associate's Name

ROBERT FEAMSTER

Associate's Phone Number

800'360-5080

Case 1:13-cv-00536-RBW Document 11-5 Filed 07/12/13 Page 1 of 5

C.Å. No. 1:13-cv-00536-TFH

EXHIBIT E TO COUNTERCLAIM

Case 1:13-cv-00536-RBW Document 11-5 Filed 07/12/13 Page 2 of 5

As Washington, DC natives and childhood friends, we started Headfirst in 1996 with the vision of providing top-notch sports and summer day camp programs for kids in the Washington, DC area. Years later, Headfirst's award-winning camps have earned the reputation as the best summer camps in DC, Bethesda and McLean, making a

but

difference in the lives of thousands of young campers while providing them with

every In

How did Headfirst Camps become the #1 summer camps in the DC area? We have first-rate facilties at the area's top schools. Our experienced staff and excellent

a

camper-to-counselor ratio (6:1 for younger campers and 7:1 for older campers)

m

memora

ROB ELWOOD FOUNDER & CEO

BRENDAN SULLIVAN FOUNDER & PRESIDENT

exceptional summer experiences they wil for a lifetime.

allows our campers to benefit from individual and small group learning, whether they are doing an art project, a science experiment, learning to swim or perfecting their athletic skills. Our emphasis on effort over results allows campers to discover,

make friends, learn and have fun in a positive environment. Headfirst Camps offers more than a typical camp experience. Our traditions and approach to teaching create a lasting impact on our campers' personal growth and overall development - one that lasts well beyond their Headfirst Camp experience. In particular, our daily all-camp morning and dismissal meetings are a Headfirst trademark, creating an atmosphere of leadership, positive energy, team spirit and an endless amount of fun and inspiration.

We founded Headfirst with the idea that every camper, player, counselor, coach and family attending Headfirst would take away the lessons and experiences of maximizing effort, leading, learning, building self-confidence and most of all having fun. We look forward to seeing you at camp! Play Smart, Have Fun!

&-

Accredited of the ACA (American Camp Associationil)

PS - Please visit our website at ww.headfirstcamps.com for more information on our experienced staff, impressive facilties and camp philosophy. ABOUT HEADFIRST

..-". "4

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Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 1 of 7

C.A. No. 1:13-cv-00536-TFH

EXHIBIT F TO COUNTERCLAIM

Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 2 of 7

515113 atlas innovators Mail f Brendan Csemergency \ _~~I U~J ~~~~ ~n ~. .~

www.playheadfirst.com

Play Smart

Get Dirty

-MB_8CA51 B8F48E340A_934_530B_fV-M29.sysops.aol.com

-MB_8CA51 B8F48E340A_934_530B_fV-M29.sysops.aoi.com

-MB_8CA51 B8F48E340A_934_530B_fV-M29.sysops.aoi.comContent-type: multpartalternative;

boundary''B_3439018766_5871785" :; This message is in MIME format. Since your mail reader does not understand this message may not be legible.

this format. some or all of

-B_3439018766_5871785 Content.type: textplain;

charset='\5-ASCII. Content-transfer-encodlng: 7bit

johnglsme: viola

johnglsme: even voila johngisme: so where are you? MOXIEDOGGY: vietnam

johngisme: wow. wish I was there myself MOXIEDOGGY: dvds are 40 cents here MOXIEDOGGY: se asia rocks

johngisme: i dont have a ton of time right now so here Is the basic deal MOXIEDOGGY: ok, shoot, thanks

johngisme: and of course i trst that this Is in total confidence MOXIEDOGGY: 100%

johngisme: so i'm at bedrock's new grand opening of the rocket bar expansion MOXIEDOGGY: y

johngisme: its all winding up and I sit down for one for the road

johngisme: ended up sittng next to two guys talking business stuff so i immediately

tuned itin MOXIEDOGGY: hah

johnglsme: happens that they dont recognize me but i noticed who it was right away

johnglsme: luck forme a tv was right in front of

them so i could watch the game and

have perfct ear shot of their convo MOXIEDOGGY: ok

johnglsme: basic gist was itat It was a total bitch fest from both of them startng with brenden

johngisme: brendan johnglsme: the following are paraphrased quotes MOXIEDOGGY: got it

johngisme: rob sent me some long ass document on how to run my business johngisme: its bullshit

johngisme: he's all galavanting around the world gettng his rocks off and tring to tell me how to run the company

hii/mail.google.eomlilull?ui=2&ik=7332b90z&view=pi&areh=inbox&tI= 13en6544c6192e

2/151

Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 3 of 7 alias innovalors Mail- Brendan Csemergeney

515113

johngisme: its this is right and that is wrong and blahbalbhal

johngisme: he loses his right to say shit when he's gone for so long MOXIEDOGGY: uh huh

johngisme: then mark chimes In wIth well maybe he's not the right parter for you

johngisme: (this is mark now) MOXIEDOGGY: ok

johngisme: i've got the same problem with curt

johngisme: fucking curt if he died tomorrow bedrock would live on MOXIEDOGGY: oh god

johngisme: but ME i RUN THE SHOW

johngisme: bedrock is nothing without me MOXIEDOGGY: oh my

johngisme: and then back to Brendan bitch bitch bitch MOXIEDOGGY: Geoofwould agrree with that.NOT

johngisme: back and fort back and forth

johngisme: (right?) johnglsme: and mark says yeah geoff is out there floating In his-own litte world

blahbalh MOXIEDOGGY: meanwhile. Mark supposedly has not been in offce for almost a

now johnglsme: year

they keep talking back and fort about how they hate parters and business is hard with people you know and on and on. mark even suggesting that brendan and you part

ways

MOXIEDOGGY: I am close with Dawson as you already know

johngisme: I

know

MOXIEDOGGY: what?

johngisme: i havent told GO anyting yet MOXIEDOGGY: I hear ya on the GO front

johngisme: yeah 'maybe rob Isnt the right guy for you' MOXIEDOGGY: was Hammy drunk? Was sully agreeing?

johngisme: i couldnt tell which one of you two wanted to grow or stay the same but brendan didnt agree

johngisme:

they were perfcty cogent johngisme: they were all in agreement and then they decided to continue the conversation by leaving there and going to dinner

johngisme: but this was 20 minutes of bullshit back and fort johngisme: two inches from my ear MOXIEDOGGY: they. while I was gone, wanted to add an employee for 100k without talking to me..so i wrote an email asking everyone to hold their

horss a bit MOXIEDOGGY: sounds fun MOXIEDOGGY: they meaning Brendan

johngisme: ah ha MOXIEDOGGY: you add 1 OOk employees everyday at 3 dg right? without talking bout it

to your wife an

johngisme: thats where the you're off "gettng his dick sucked in thailand" and can't be a part of

the declon making process anymore

johngisme: yeah no doubt. MOXIEDOGGY: fun htt:llmail.google.eomlmaiJ/ulOl?ui=2&ik=7332b90642&view=pt&eareh:inbox&tI= 13en6544c6192e

31151

Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 4 of 7 atlas innovators Mail. Brendan Csemcrgency

515113

johngisme: at anytime i could have turned my head and said hey guys. you're both dients of mine hows it going! MOXIEDOGGY: that

would have been great!

MOXIEDOGGY: was he talking smak about GO as well?

johnglsme: what bothered me was that i knew how loyal you were in your planning ofthe naylor court dissolution to brendan

johngisme: shit he dldnt even know about and you coulda swung it 50 diffrent ways MOXIEDOGGY: no crap..and sully (i don;t care nor complain about it) doesn;t and didn't do crap..nortakes the time to learn aboutanyling was doign..1 apprecaite you seeing Itat John

johngisme: It was clear MOXIEDOGGY: thanks well

johngisme: i hate to get in the middle of shit like this but MOXIEOOGGY: irs good to heaer from somene MOXIEDOGGY: i hear ya...thank you

johngisme: 1) I know that of both groups, you and geoff are our 'real' clients MOXiEDOGGY: 100% between you and me

johnglsme: 2) i'd want to know this shit in hearteat MOXIEOOGGY: you will..trst me..if I ever hear it.small world in DC...as we know

johngisme: fucking hell MOXIEDOGGY: i guess Mark and Brendan forgot

johngisme: and how DUMB can they be??? they are at a private part that they invited all the people to who should DUH all know each other? MOXiEDOGGY: Well, thank you. irs funny, brendan and i talked the other

day

and there was a lot of agression in his voice johnglsme: yeah. j'm sure mark egged him on. and everyone knows that mark is the most reasonable guy In the world 101

MOXIEDOGGY: i just listened to him bitch and simply told him that adding a his very dose fredns..like 100k possible employee (who actally is oone of that part huh), was a decision to ease into

johngisme: heh MOXIEDOGGY: yeah, J have nothing personal against Mark...but most people think he is a lotal DICK

johnglsme: j'm sure he Is not happy about rollng into 'busy' season without you there

at this point johnglsme: everyone hates him MOXIEDOGGY: I hear ya...but we did talk about all this when I was gone..and Sully has also been known to tr to WAY to much and then feel overwhelmed

johngisme: when of my good frends and dients was in on velocity grilL. you that dont you (and this guy didnt say that he hates mark just tha !people dont like him) MOXIEDOGGY: ha...glad to hear that Mark is loved MOXIEDOGGY: OH my..Velocity Gril

!I You now I worked there right? from the

opening..! was a learning on the job manager..that was problem #1 with that place..that place was a disas!

johngisme: yes ¡knew MOXIEDOGGY: figured MOXIEOOGGY: I felt so bad for the people involved on the $$ front on that

johngisme: 7 doors among a milion other problems MOXIEDOGGY: anyway...

johngisme: anyway is right. point is your dirt laundry is out in public and perhaps

people are plottng MOXIEDOGGY: well, thanks John..1 appreciate it...not an easy topic..but in any case, thanks for sharing the info..

johngisme: htts:l/mail.google .comlmaiUuIl?ui=2&i=7332b9062&view=pt&areh=inbox&tI= 13en6544c6192e

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515/13

nope johngisme: not a problem MOXIEDOGGY: thanks...wife and kids good on your end? MOXIEDOGGY: gettng warm in DC anytme soon?

johngisme: yeah man Its all good. high 40's today johngisme: i can feel it coming MOXIEDOGGY: cooL.spring is great! MOXIEDOGGY: thanks for taking the time to chat.

johngisme: no kidding, best time of

the year here. ok i gott jet. when are you back?

MOXIEDOGGY: I really appreciate it. MOXIEDOGGY: I retum end of April

johngisme: cool

johngisme: safe travels i

MOXIEDOGGY: thanks..we;1I catch a coffe this late spring..Iook forward to it!

johngisme: no doubt MOXIEDOGGY: I am also, upon retuming going to tell new owner of Naylor they will ever want to build in

about the great plans etc...who knows if

future right?

johngisme: you closed on that for real huh? MOXIEDOGGY: yeah....we did

johngisme: amazing MOXIEDOGGY: crazy

johngisme: lucky

you

MOXIEDOGGY: yes and no...

johngisme: yes both

MOXIEDOGGY: still no offce space :(

johngisme: but shockingly so johngisme: heyheyl johngisme: i gotan idea MOXIEDOGGY: but nice to have a litte cash for a rainy day now

johngisme: how much sqft you really need? MOXIEDOGGY: what? MOXIEDOGGY: we prob need about 3500 to 4500 MOXIEDOGGY: ideas?

johnglsme: phew thats a lot

johngisme: i can prob deliver you about 2800 MOXIEDOGGY: wel.how much do you have in your offce? MOXIEDOGGY: where Is It?

johngisme: i'm developing a building in columbia heights MOXIEDOGGY: we just dont want to grow out of It as we quickly grew out of

ours in 1 year johngisme: ils going to be above a new restuarant and bar

johngisme: corner of 11 th and park MOXIEDOGGY: nice...what a great area

johnglsme: its 2800 sqft on the 2nd floor johngisme: sounds too small though. MOXIEDOGGY: when we first looked last year for new space, we thought that anyhling lower than 3500 was pushing it...sorry to ask again, but how big is your current spot

johngisme: hlts:llmail.google .com!mailulOl?ui=2&ìk=7332b9062&view=pt&areh=inbox&tI= l3en6544c6192e

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Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 6 of 7

515113 atlas innovators Mail - Brendan Csemergeney i'll keep my eyes out for something. this is my Iitte nitch, developing

buildings in advance of s

johngisme: oh our current spot is 2800-2900 like it.you sound like you are GREAT at it MOXIEDOGGY: i MOXIEDOGGY: ok, please be on look out...much appreciated. MOXIEDOGGY: thanks again for the scoop

johngisme: i ti. if you need 4500 sqft, i'll lind it for you. funky, off the beaten

path, not corporate etc. johngisme: enjoy your Irip holmes MOXIEDOGGY: cool....keep me posted...unless we are going to own..1 think we

prefer something close to NWand beth. md area, but let me know if anyting pops up..thanks...be well John. hi to Georgettel johngisme:

seeya Rob Supercharge your AIM. Get the AIM toolbar c:htt://.aim.comlclientlaimtoolbar?NCID:;aolcmp00300000002586:; for your browser.

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61151

Case 1:13-cv-00536-RBW Document 11-6 Filed 07/12/13 Page 7 of 7

515/13 atlas innovators Mail. Brendan Csemergeney -:hr style=3D"MARGIN- TOP: 1 Opx":; Supercharge your AIM. Get the -:a title=3D"htt://.aim.com/clienVaimt= oolbar?NC ID=3Daolcmp00300000002586" hrer-3D"htt J/down load .aim.com/clie nVa imto= olbar?NCID=3Daolcmp00300000002586" target=3D"_ blank":; AIM toolbar-:/a:; for your browser..:/fnt:; -:/div:; -:/body:; -:/html:;

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charst="IS0-S59-1" Content-transfer-encoding: quoted-printable Hey

buddy-

Hope you are well in BraziL.

Thanks for this email. No doubt that Bram is the right person on the bus-and I have actally been thinking a TON about this.

BUT. I must it I have about 100 questions regarding this-as i am sure you expected. They are very good questions and they are questions that you and I (not Bob and Steve) need to answer first. They are questions about ou= r

the business as it relates to us directy. Then there are the questions I have for you 80b and Steve (and for myself as wel= future and the future of

I

to toss around and listen to everyone's thoughts). Then there are also the questions of

what our finances look like. Vlen you said Bram needs 100k to

come on board-that seemed like way too much for us (as a company). i thought he was going to be looked at as coming on board for about 60k or so (or least underr Cronker-to keep things fair). i am not really seeing how

Bram wil double his salary for us each and every year (not Just Bram, but anyone at this point) with that high of a salary. But i am open-minded for

sure to what you and Bob and Steve think how this wil happen. Anyway. you have spent a considerable amount of time on this-which I appreciate. And I am hoping that we can work something out for sure. But please respect a few things:

1) We need to discuss the things i mention above (perhaps best aftr you send me the document you mentioned you would send-post meeting with Steve and Bob on his exact

job descrption/salary/bonus strcture etc.

2) Understand that we need to get an offce in our sites prior to adding another employee. In all fairness to everyone at the offce, any new see how we can do this until earl= employee. the neighborhood, etc.l do not y

htls:llmail.google .comlmaillu/Ol?ui=2&ik= 7332b9062&view=pt&earch=:inbox&tI= 13e n6544c6192c

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Case 1:13-cv-00536-RBW Document 11-7 Filed 07/12/13 Page 1 of 2

C.Á. No. 1:13-cv-00536-TFH

EXHIBIT G TO COUNTERCLAIM

Case 1:13-cv-00536-RBW Document 11-7 Filed 07/12/13 Page 2 of 2

sure about the pricing for disabilty, but would think it is not cost prohibitive to buy it.

Take a look and let me know what you think. This is a draft / working document. Trying to edge towards something that we're all comfortable with -B

Brendan Sullivan

---------- Forwarded message ---------From: Brendan Sullvan oebrendan.sullivan8(Çgmail.com~

Date: Thu, Mar 8, 2012 at 1 :30 PM Subject: Re: another refi...

To: Rob Elwood oemoxiedoggy(Çgmail.com~ Paper trail confirmed. No problem, thx for the heads up.

Brendan

Sent from my iPhone On Mar 8,2012, at 11 :27 AM, Rob Elwood oemoxiedoggYCigmail.com~ wrote:

Sully-

As I usually do when I go for a refi, I just wanted to share on record that I am going to loan myself about 200k for a 2 month period or so until my refi goes thru. Cash flow for these next few months are completely fine and i wil put the funds back in as soon as the re-fi goes thru...Unless you have a problem, i will do this later this week. Please confirm you are ok with this. Again- same as i have done in past and i always write up a short loan agreement and file with Peter so there is a paper traiL. i just like to go on record with you so there are no questions. Rob

Rob Elwood

Chief Executive Offcer Headfirst Camps

202.625.1921 ext .103 headfirstcamps.com

Case 1:13-cv-00536-RBW Document 11-8 Filed 07/12/13 Page 1 of 2

AO 440 (Rev. 06/12) Summons in a Civil Action

UNITED STATES DISTRICT COURT for the

DISTRICT COLUMBIA __________OF District of __________

ØÛßÜÚ×ÎÍÌ ÞßÍÛÞßÔÔ ÔÔÝô »¬ ¿´ò Plaintiff(s)

v.

ÛÔÉÑÑÜô »¬ ¿´ò Defendant(s)

) ) ) ) ) ) ) ) ) ) ) )

Civil Action No. ïæïíó½ªóððëíêóÌÚØ

SUMMONS IN A CIVIL ACTION To: (Defendant’s name and address) ØÛßÜÚ×ÎÍÌ ÐÎÑÚÛÍÍ×ÑÒßÔ ÍÐÑÎÌÍ ÝßÓÐÍ ÔÔÝ ½ñ± ÝÌ ÝÑÎÐÑÎßÌ×ÑÒ ÍÇÍÌÛÓô λ¹·-¬»®»¼ ß¹»²¬ ïðïë ï문 ÍÌÎÛÛÌô ÒòÉò ÍË×ÌÛ ïððð ÉßÍØ×ÒÙÌÑÒô ÜÝ îðððë

A lawsuit has been filed against you. Within 21 days after service of this summons on you (not counting the day you received it) — or 60 days if you are the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ. P. 12 (a)(2) or (3) — you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of the Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff’s attorney, whose name and address are: ÓÑÈ×Ôß ßò ËÐßÜØÇßÇßô Û-¯ò ÊÛÒßÞÔÛ ÔÔÐ ëéë 鬸 ÍÌÎÛÛÌô ÒòÉò ÉßÍØ×ÒÙÌÑÒô ÜÝ îðððì

If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint. You also must file your answer or motion with the court.

CLERK OF COURT

Date:

ðéñïîñîðïí Signature of Clerk or Deputy Clerk

Case 1:13-cv-00536-RBW Document 11-8 Filed 07/12/13 Page 2 of 2

AO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)

Civil Action No. ïæïíó½ªóððëíêóÌÚØ PROOF OF SERVICE (This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l)) This summons for (name of individual and title, if any) was received by me on (date)

.

I personally served the summons on the individual at (place) on (date)

; or

I left the summons at the individual’s residence or usual place of abode with (name) , a person of suitable age and discretion who resides there, on (date)

, and mailed a copy to the individual’s last known address; or

I served the summons on (name of individual)

, who is

designated by law to accept service of process on behalf of (name of organization) on (date)

; or

I returned the summons unexecuted because

; or

Other (specify): . My fees are $

for travel and $

for services, for a total of $

I declare under penalty of perjury that this information is true.

Date: Server’s signature

Printed name and title

Server’s address

Additional information regarding attempted service, etc:

ðòðð

.