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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ------X CRAIG J. MARSHAK, Index No.: EMIL ASSENTATO SUMMONS Plaintiffs Plaintiff designates New v. York County as the venue for trial based DIMAS LAW GROUP, P.C., upon the residence of JERELYN CREUTZ, SHR VENTURES LLC, and the defendants per STANLEY HUTTON RUMBOUGH CPLR § 503
Defendants
------X TO: Dimas Law Group 370 Lexington Avenue, Suite 505 New York, NY 10017
Jerelyn Creutz 17525 Rancho Del Rio Rancho Santa Fe, CA 92067
SHR Ventures LLC 370 Lexington Avenue, Suite 505 New York, NY 10017
Stanley Hutton Rumbough 14 Andrews Road Greenwich, CT 06830
TO THE ABOVE NAMED DEFENDANTS:
YOU ARE HEREBY SUMMONED to answer the Complaint in this action and to
serve a copy of your answer on plaintiffs’ attorney within 20 days after service of this
summons, exclusive of the day of service, or within 30 days after service is complete if this
summons is not personally delivered to you within the State of New York. In case of your
failure to answer, judgment will be taken against you by default for the relief demanded in
the Complaint.
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Dated: New York, New York June 4, 2021 GUZOV, LLC
By: ______Debra J. Guzov, Esq. David J. Kaplan, Esq. Attorneys for Plaintiffs 805 Third Avenue, 8th Floor New York, New York 10022 (212) 371-8008
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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ------X CRAIG J. MARSHAK and EMIL ASSENTATO, Index No.
Plaintiffs COMPLAINT
v.
DIMAS LAW GROUP, P.C., JERELYN CREUTZ, SHR VENTURES LLC, and STANLEY HUTTON RUMBOUGH
Defendants ______X
Plaintiffs Craig J. Marshak and Emil Assentato, by and through their counsel Guzov
LLC, as and for their complaint against Defendants Dimas Law Group, P.C. (“Dimas Law”),
Jerelyn Creutz (“Creutz”), SHR Ventures LLC (“SHR”), and Stanley Hutton Rumbough
(“Rumbough”), state as follows:
SUMMARY OF THIS ACTION
1. This case arises from Defendants’ wrongful attempts to pressure Plaintiff Craig J.
Marshak into surrendering shares in a valuable African mining venture by denying and
withholding payment for past contracted business consulting services unless and until he agreed
to surrender his shares.
2. Defendants each individually and collectively then conspired to cause Rumbough
to withhold compensation due and owing to Plaintiff Marshak for past services rendered
pursuant to the August 2020 Agreement and the Domain Name Transfer Agreement (each as
defined below).
3. As a result, Defendant Rumbough has breached the August 2020 Agreement and
the Domain Name Transfer Agreement. Dimas Law, Creutz and Rumbough have each tortiously
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interfered with both Plaintiffs’ contracts and prospective economic relations, and are therefore
liable to Plaintiffs in an amount to be proven at trial but believed to be in excess of $100 million
($100,000,000.00).
PARTIES
4. Plaintiff Craig J. Marshak is an individual whose permanent address is 36 Moshe
Sheret Street, Tel Aviv, Israel, and whose residence in this State is 1385 Park Street, Atlantic
Beach, NY, 11509.
5. Plaintiff Emil Assentato is a resident of New York State with the address of 146
Piping Rock Road, Locust Valley Long Island, New York.
6. Defendant Dimas Law Group (“Dimas Law”) is a Professional Corporation
organized and existing under the laws of the State of New York, with offices located at 370
Lexington Avenue, Suite 505, New York, N.Y. 10017.
7. Defendant Jerelyn Creutz is a resident of San Diego, California, and holds herself
out as a member (a licensed attorney) of Dimas Law. On information and belief, Creutz has not
graduated from law school and is not a member of the bar of any state. Creutz is also an officer
of defendant SHR Ventures.
8. Defendant SHR Ventures is a limited liability corporation organized and existing
under the laws of the State of New York with its principal offices at 370 Lexington Avenue,
Suite 505, 10017.
9. Defendant Stanley Hutton Rumbough is a resident of Greenwich, Connecticut,
whose address is: 14 Andrews Road Greenwich Ct, 06830. Rumbough is the sole principal of
SHR Ventures. The manager of SHR Ventures is Defendant Creutz.
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JURISDICTION AND VENUE
10. The relief sought in this action exceeds the minimum amount required for subject-
matter jurisdiction in this Court.
11. This Court has personal jurisdiction over defendants Dimas Law and SHR
Ventures based upon their presence within the State of New York.
12. This Court has personal jurisdiction over Defendants Creutz and Rumbough based
upon those individuals’ transaction of business within this State, and/or upon their commission
of tortious activities outside this State which caused injury in this State, where Creutz and
Rumbough each engaged in persistent courses of conduct directed at this State from which they
each derived substantial income.
13. In the alternative, each of the Defendants were participants in a common
conspiracy whereby each of them performed one or more overt acts intended to deprive Plaintiff
of his compensation, or force Plaintiff by improper means to renounce his valuable interest in an
African mining venture. As such, it is proper for the jurisdictional contacts of each member of
the conspiracy to be attributed to every other member.
14. Venue is proper in this judicial district based upon the residences of one or more
defendants.
STATEMENT OF UNDERLYING FACTS
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15. Plaintiff Craig J. Marshak is an experienced investment banker and financial
professional with decades of experience and a proven track record in sourcing, evaluating and
closing deals.
16. Plaintiff Craig J. Marshak is a graduate Summa Cum Laude and Phi Beta Kappa
of Duke University and Harvard Law School and had a one-year scholarship to the London
School of Economics in England. His career on Wall Street has spanned decades of experience at
such notable firms as Morgan Stanley, Wertheim & Company, Wertheim Schroder, Schroders,
and Nomura Securities in London, England. Mr. Marshak is shown as the Co-Founder and Vice
Chairman of the Moringa SPAC, trading on NASDAQ under the symbol MACAU, which raised
and closed on $115 million of funding in the month of February of 2021.
17. Mr. Marshak’s record of accomplishments on Wall Street is set out in his
biography for the Moringa SPAC, including his identifying the first-round investment into
CYBER ARK, a company trading today on NASDAQ at a circa $5 billion valuation, and his
identifying the first-round investment of SHOPPING.COM, a company sold to EBAY for some
$600 million.
18. Mr. Marshak does not have any record whatsoever of any disciplinary history
with the USA regulatory bodies of FNRA or the Securities Exchange Commission (SEC).
19. Mr. Rumbough was in fact so impressed with Mr. Marshak’s personal
background that Mr. Marshak was selected as an Independent Director for his OTC listed
company HUTN, which had re-branded from EF Hutton America.
20. Plaintiff Marshak has a longstanding working association with Plaintiff Emil
Assentato, the Chairman and CEO of Nukkleus, a publicly traded company. Marshak sits on the
Board of Directors of Nukkleus. Emil Assentato and Craig J. Marshak were asked by Defendant
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Rumbough to employ Aahan Menon, a gentleman residing jointly with Mr. Rumbough’s
daughter in Manhattan, and they did so.
21. In exchange for Plaintiff Assentato’s agreement to employ Mr. Menon, Marshak
agreed to share 50% of his equity interest in the Geiya Mining transaction (described below)
with Mr. Assentato.
22. Defendant Stanley Hutton Rumbough (“Rumbough”) is a scion of the well-known
Hutton family. His grandfather, Edward Francis Hutton, was the founder of EF Hutton.
23. Plaintiff Craig Marshak was introduced to Stanley Hutton Rumbough sometime in
the period of 2014 to 2016 when Mr. Rumbough was the Chairman of EF Hutton America, and a
certain gentleman named Christopher Daniels was the Chief Executive Officer. Mr. Daniels at
the time was seeking investment funds into EF Hutton America, and also to list the company on
the USA OTC stock market. Mr. Marshak was introduced as a potential independent Board
Member for EF Hutton America.
24. After that, in early 2019, Mr. Rumbough was in telephone contact with Mr.
Marshak and requested that Mr. Marshak provide consulting services to correct errors made by
his prior advisors, which had by that time cost Mr. Rumbough over $10 million of personal cash
investments and losses. These services were to be in connection with finding a new potential
owner and acquirer for the brand rights of EF Hutton, the restructuring of the old EF Hutton
America, known as HUTN on the OTC stock market, and the identification of a new series of
investments for the Rumbough family offices in other related sectors in the financial services
arena.
25. With the direct involvement, and consultation of Mr. Marshak to Mr. Rumbough,
the following activities and trips were undertaken:
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a. A trip to Shanghai China to explore a strategic deal with a financial technology
company in China.
b. A trip to London England to explore a strategic deal and investment into ETX, a
financial trading company in London, England.
c. A trip to Tel Aviv, Israel to explore a strategic deal with Paragonex, an Israeli
based financial technology company.
d. Discussions with MICT, a NASDAQ listed company which offered an investment
to Mr. Rumbough at approximately 70 cents a share, and whose stock price is
now trading at over $2.00 per share.
e. Mr. Marshak jointly worked with Mr. Rumbough on a proposed investment of
approximately $300,000 into INX Ltd, a crypto trading platform which is now set
to go public on the Canadian Stock Market at a transaction value that would result
in Mr. Rumbough receiving shares in the public company on the Canadian stock
market valued at approximately $1.8 million, or a six-fold increase in Mr.
Rumbough’s investment.
f. An investment of approximately $1.2 million into the Moringa SPAC, at a cost
basis of some $2.00 per share, where the Moringa stock price now trades at
approximately $10.00 per share, an approximate five-fold increase in the value of
Mr. Rumbough’s investment.
g. An investment into the shares of Fragrant Prosperity Holdings on the London
Stock Exchange, at a cost basis of some 2 pence per share, where Fragrant
Prosperity recently announced a reverse merger transaction valuing the Fragrant
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Prosperity shares at well over 5 pence per share, or a more than doubling of the
investment value of Mr. Rumbough’s investment.
h. An investment commitment of up to $1.5 million into the Geiya Mining Project in
Zambia, Africa, where the August of 2020 contract between Mr. Rumbough and
Mr. Marshak and the Bridge Loan Agreement signed between Creutz, Manager of
SHR Ventures, and Mr. Efraim Cahlon confirmed a 45% economic equity
ownership interest in the project for Mr. Rumbough, and a 10% equity ownership
interest in the project for Mr. Marshak. Mr. Marshak then entered into oral
agreements with Mr. Assentato for Mr. Assentato to share in the benefits of such
10% economic ownership interest. In connection with this investment. Mr.
Efraim Cahlon sent various letters and documents showing the enhanced value of
the project due to investment interest from a Chinese related investment group
already operating in Zambia, and the ability to acquire through Joint Venture an
adjoining mining operation.
26. In performing the consulting and advisory services for Mr. Rumbough, Plaintiff
had frequent contacts with Defendants Dimas Law, which acted as outside counsel for
Rumbough and SHR Ventures, and Creutz, who at various times claimed to be a member of the
Law offices of Simos Dimas, signed emails to the effect that she was a professional member of
the Law Offices of Simos Dimas, and further held herself out as a Manager of SHR Ventures.
27. Plaintiff successfully located, evaluated, and assisted in closing several
investments for Mr. Rumbough personally, as well as SHR Ventures, including a $1.5 million
bridge loan to Geiya Mining Ltd., a company organized under the laws of the nation of Zambia
which owns a valuable copper mining concession from the Zambian government.
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28. Plaintiff Marshak also assisted Rumbough and SHR Ventures in arranging for the
licensing and exploitation of the “E.F. Hutton” name and related trademarks.
29. The services provided by Plaintiff Marshak were pursuant to a contract entered
into on or about August 25, 2020 between Plaintiff Marshak and Defendant Rumbough
(hereafter the “August 2020 Agreement”), which extended and superseded longstanding oral and
written contractual understandings between the parties dating back to 2019. A copy of the
August 2020 Agreement is annexed hereto as Exhibit 1.
30. For his work on the Geiya Mining transaction, all parties understood and agreed
that Plaintiff would be entitled to ten percent (10%) of the Rumbough parties’ interest in the
deal. The contractual rights of Plaintiff Marshak as to ownership of the shares in the Geiya
Mining Venture in Zambia were recorded and recognized in the August 2020 Agreement.
31. These contractual rights were further recognized and recorded pursuant to a
Bridge Loan Agreement signed by Defendants SHR Ventures and Creutz, which recognized the
relative equity ownership of the parties in this venture. A copy of the Bridge Loan agreement is
annexed hereto as Exhibit 2.
32. Defendant Stanley Hutton Rumbough sent further email communications to
Creutz confirming that the “original agreement” had Marshak owning a 10% economic interest
in the deal. A copy of this email is annexed hereto as Exhibit 3.
33. Dimas Law prepared a draft Shareholder’s Agreement relating to the Geiya
Mining transaction which reflected a 10% interest held by Plaintiff Marshak. A copy of this
draft is annexed hereto as Exhibit 4.
34. Pursuant to the August 25, 2020 Agreement, Plaintiff Marshak performed various
services in regard to other projects, including the INX project, the Moringa SPAC project, the
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Fragrant Prosperity Holdings London Stock Exchange investment project, and the previously
discussed project to sell or monetize brand rights regarding E.F. Hutton.
35. In connection with the E.F. Hutton brand rights transaction, Plaintiff Marshak
advanced certain fees and costs to third-party service providers in order to maintain internet
domain names associated with E.F. Hutton. Defendant Rumbough agreed, both personally and
on behalf of Defendant SHR, to reimburse Marshak for those costs, in the amount of $18,000.00,
in a written agreement (the “Domain Name Transfer Agreement”) dated April 12, 2021. A copy
of the Domain Name Transfer Agreement is annexed hereto as Exhibit 8.
36. Plaintiff Marshak, through his extensive efforts and expertise, successfully
procured a transaction with Kingswood Capital Markets of New York with regard to the sale of
the EF Hutton brand rights to Kingswood Capital Markets. These negotiations took place in
early 2021, having been organized and introduced by Mr. Marshak in the first instance.
37. Defendant Creutz recognized Mr. Marshak’s work in procuring the Kingswood
Capital Markets transaction by offering to Mr. Marshak, in a proposed new “finders fee
agreement”, compensation of 5% of the value of the transaction, or approximately $50,000 to
$65,000 cash.
38. In March of 2021, Plaintiff Marshak had a disagreement with Creutz regarding
her interference with and handling of the Kingswood transaction. Plaintiff Marshak drafted and
transmitted a letter to Creutz, with copies to Simos Dimas, the principal of Defendant Dimas
Law, and Rumbough, in which Plaintiff Marshak provided candid evaluations of Creutz’ abilities
and competence.
39. Plaintiff Marshak had already come to understand that Creutz was highly
antagonistic about Mr. Marshak’s role as an advisor to Mr. Rumbough, as evidenced by her
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comments and demeanor at a Christmas 2019 dinner in Greenwich Connecticut with Rumbough,
Rumbough’s wife, and Mr. Simos Dimas in attendance. At this dinner, Creutz made a variety of
highly disparaging comments concerning Marshak, and visibly insulted Marshak and criticized
his performance in front of Rumbough and his wife.
40. On information and belief, the letter sent by Mr. Marshak cemented Creutz’
feelings of ill-will toward Marshak, which were already on display during the Christmas 2019
dinner.
41. Also apparent to Mr. Marshak was the evident malice and ill will displayed by
Simos Dimas himself to Mr. Marshak, who at various times in the past accused Mr. Marshak of
somehow having been involved with a scheme to defraud Mr. Rumbough.
42. Subsequent to this March 2021 letter transmission; it became apparent to Plaintiff
Marshak that Creutz was attempting to retaliate and punish him for the March 2021 letter. For
instance, Creutz unilaterally amended the terms of a draft Shareholder Agreement being prepared
by Zambian counsel, thereby intentionally excluding Plaintiff Marshak from his ten percent
interest in the transaction. Copies of this subsequent draft of the Shareholder’s Agreement are
annexed hereto as Exhibit 5.
43. On information and belief, subsequent to the March 2021 communication from
Plaintiff Marshak, all Defendants determined to undertake a common plan and scheme to harm
Plaintiff Marshak by depriving him of his duly earned compensation, and by forcing him to
relinquish his interest in the Geiya Mining transaction.
44. In preparing this agreement, and in other communications with Plaintiff Marshak
and with third parties, Creutz regularly held herself out as being a member of Defendant Dimas
Law, despite, on information and belief, having no legal training or education.
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45. Sometime after the March 2021 communication, Rumbough telephoned Plaintiff
Marshak on numerous occasions, asked for updates on the various business investment
transactions, and met with Plaintiff Marshak for a lunch in Greenwich Connecticut, where
Rumbough assured Plaintiff Marshak that the ongoing relationship between the parties remained
“excellent”.
46. Defendant Creutz, on behalf of all the Defendants collectively, then sent an email
to Plaintiff Marshak stating that the Defendants collectively determined to withhold
compensation to Mr. Marshak for past services on previous projects, unless and until Plaintiff
Marshak agreed to a proposed new Finders Fee Agreement. A copy of this proposed agreement
is annexed hereto as Exhibit 6, and a copy of Creutz’ email is annexed hereto as Exhibit 7.
47. This proposed agreement was intended to deny Plaintiff Marshak his contractual
rights in the Geiya Mining project—rights which were previously agreed to in the August 25,
2020 Agreement between Plaintiff Marshak and Rumbough and referenced in the Bridge Loan
agreement and numerous communications between the parties.
48. Defendants then collectively conspired to recruit the Chief Executive of Geiya
Mining, Ltd., non-party Efraim Cahlon, to participate in a “plot” to unilaterally alter and amend
prior contractual understandings in favor of SHR Ventures and Rumbough, without the written
consent of Plaintiff Marshak.
49. When Plaintiff Marshak learned of the collective efforts of the Defendants to deny
his contractual rights in the Geiya Mining project, he was left with no choice but to commence
this action in New York Supreme Court.
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50. The value and amounts in question with reference to the Geiya Mining project,
based on information obtained by Plaintiff Marshak from Mr. Cahlon, is understood to be in
excess of $100 million U.S. dollars.
51. Defendants have collectively denied Mr. Marshak contractually owed sums
pursuant to both the August 2020 consulting services agreement and the Domain Name Transfer
Agreement
FIRST CAUSE OF ACTION (Tortious Interference with Contract)
52. Plaintiffs Craig Marshak and Emil Assentato repeat and reallege the allegations
set forth in the above paragraphs as if set forth in full herein.
53. Plaintiff Craig Marshak personally had identifiable contracts and business
relationships with identified third parties including Efi Cahlon and Geiya Mining, Ltd., all more
specifically detailed in the factual allegations of this Complaint.
54. Plaintiff Craig Marshak was entitled to receive equity ownership and shares in the
Geiya Mining project.
55. Plaintiff Emil Assentato had agreed with Mr. Marshak to share in the benefits of
this equity ownership.
56. Defendants Creutz and Dimas Law knew of those relationships and intentionally
interfered with them.
57. Defendants Creutz and Dimas Law intentionally and improperly caused injury to
the relationship with the third parties and Plaintiffs procuring a breach of the business
relationship and contracts more fully set forth above.
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58. As a direct, proximate, and foreseeable result of Defendants’ wrongful and illegal
actions, Plaintiffs have been damaged in an amount to be proven at trial but believed to be in
excess of $100,000,000.00.
59. Defendants’ wrongful acts were sufficiently brazen and wrongful to warrant the
imposition of punitive damages in an amount to be proven at trial.
SECOND CAUSE OF ACTION (Interference with Prospective Economic Advantage)
60. Plaintiffs Craig Marshak and Emil Assentato repeat and reallege the allegations in
the above paragraphs as if set forth in full herein.
61. A prospective contractual or economic relationship exists or existed between
Plaintiff and third parties as more fully set forth above.
62. Defendants Creutz and Dimas Law knew of these prospective economic
relationships.
63. Defendants Creutz and Dimas Law intended to harm Plaintiffs by preventing
these relationships from forming.
64. Defendant Creutz was motivated by disinterested malice and malevolence toward
Plaintiffs, arising out of Plaintiff Marshak’s statements in the March 2021 letter.
65. Defendant Creutz used wrongful and unlawful means to interfere with Plaintiffs’
prospective business relations, including wrongfully holding herself out as an attorney and
engaging in the unlicensed practice of law.
66. Defendant Dimas Law knew of the malice and wrongful acts of Defendant Creutz
and did not exercise supervisory authority over her despite having the ethical responsibility to do
so.
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67. Defendants had no privilege or justification in so acting.
68. Defendants’ conduct resulted in actual harm to Plaintiffs.
69. As a direct, proximate, and foreseeable result of Defendants wrongful and illegal
actions, Plaintiffs have been damaged in an amount to be proven at trial but believed to be in
excess of $100,000,000.00.
70. Defendants’ actions were sufficiently brazen and wrongful to warrant the
imposition of punitive damages in an amount to be proven at trial.
THIRD CAUSE OF ACTION (Breach of Contract)
71. Plaintiff repeats and realleges the allegations in the above paragraphs as if set
forth in full herein.
72. The August 2020 Agreement constitutes a binding contract between Defendant
Rumbough and Plaintiff Marshak.
73. Defendant SHR Ventures is an intended third-party beneficiary of the August
2020 Agreement.
74. Other binding and valid contracts, including but not limited to the Bridge Loan
agreement, reference Plaintiff Marshak’s entitlement to a 10% interest in the Geiya Mining
transaction.
75. A contract was entered into between Plaintiff Marshak and Defendant Stanley
Hutton Rumbough in early 2021 with regard to the proposed Brand Rights Transfer Agreement
76. Defendants sought to unilaterally sever the existing contractual relationships,
without having cause or contractual right to do so, and terminate Plaintiff Marshak’s direct
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beneficial economic ownership in the Geiya Mining project and to withhold consulting fees and
other associated payments owing to Plaintiff Marshak.
77. Rumbough has further failed and refused to pay Plaintiff Marshak amounts due
and owing to him under the August 2020 Agreement and the 2021 Domain Name Transfer
Agreement despite due demand having been made.
78. All conditions precedent to Rumbough and SHR Ventures’ liability under the
August 2020 Agreement, the Domain Name Transfer Agreement, and the Bridge Loan
Agreement have been satisfied or waived.
79. By reason of the foregoing, Defendants Rumbough and SHR Ventures have
breached the August 2020 Agreement and the Bridge Loan Agreement, as well as the Domain
Name Transfer Agreement, and such breach has caused Plaintiff Marshak to incur damage in an
amount to be proven at trial but believed to be in excess of $100,000,000.00.
WHEREFORE, Plaintiffs demand judgment against Defendants as follows:
1. On the First Cause of Action, an award of damages as against Defendants Creutz
and Dimas Law in an amount to be proven at trial but believed to be in excess of $100,000,000.00,
plus an award of punitive damages;
2. On the Second Cause of Action, an award of damages as against Defendants Creutz
and Dimas Law in an amount to be proven at trial but believed to be in excess of $100,000,000.00,
plus an award of punitive damages;
3. On the Third Cause of Action, an award of damages as against Defendants
Rumbough and SHR Ventures in an amount to be proven at trial but believed to be in excess of
$100,000,000.00;
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4. For an award of costs and attorney’s fees reasonably incurred by Plaintiff in
bringing this action and as otherwise permitted by law;
5. For an award of prejudgment interest and,
6. For such other and further relief as the Court deems just and proper.
Dated: June 4, 2021 New York, New York
GUZOV, LLC
By: ______Debra J. Guzov, Esq. David J. Kaplan, Esq. 805 Third Avenue, 8th Floor New York, NY 10022 Tel.: (212) 371-8008 [email protected]
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