CAUSE NO.

DC-14-01675
ALVIN EVERETT HOLLAND, JR.,

IN THE DISTRICT COURT OF

Plaintiff;

v.

MEDSYS GROUP, LLC, ALAN KRAVITZ,

LUTHER NUSSBAUM, STEVE HECK,

DALLAS COUNTY, TEXAS

NANCY ELLEFSON, LINKOLN3

INVESTMENTS, L.P., AND DOSSKI

INVESTMENT, LLC,

Defendants.

44TH JUDICIAL DISTRICT

______________________________________________________________________________
PLAINTIFFS SECOND AMENDED PETITION
______________________________________________________________________________
Plaintiff Alvin Everett Holland, Jr. (Holland) files this Second Amended Petition and in
support thereof respectfully shows the Court as follows:
DISCOVERY CONTROL PLAN/RULE 47 DECLARATION
1.

Holland intends to conduct discovery under Level 3 of the Texas Rules of Civil

Procedure.
2.

Pursuant to Texas Rule of Civil Procedure 47, Holland is seeking monetary relief

in excess of $1,000,000.
PARTIES
3.

Holland is a citizen of the State of Texas and a resident of Denton County, Texas.

4.

MedSys Group, LLC (MedSys) is a Texas limited liability corporation with its

principal place of business located in Plano, Texas. MedSys can be served by serving its
registered agent for service of process, Alan Kravitz, at his registered office, which is at the
offices of MedSys, located at 5465 Legacy Dr., Suite 550, Plano, Texas 75024, or wherever he

PLAINTIFFS SECOND AMENDED PETITION -- Page 1

may be found. The Court has personal jurisdiction over MedSys because it is a Texas corporation
and because MedSys routinely does business in the State of Texas, in Dallas County, Texas,
committed torts in the State of Texas, and this dispute specifically concerns its dealings with
Holland in Texas.
5.

Alan Kravitz (Kravitz) is a citizen of the State of Texas and Chief Executive

Officer of MedSys. Kravitz can be served: (i) at his residence located at 6255 Douglas Avenue,
Frisco, Texas 75034; (ii) at the offices of MedSys located at 5465 Legacy Dr., Suite 550, Plano,
Texas 75024; or (iii) wherever he may be found. The Court has personal jurisdiction over
Kravitz because he is a Texas citizen and because Kravitz routinely does business in the state of
Texas, committed torts in the State of Texas, and this dispute specifically concerns his dealings
with Holland in Texas.
6.

Luther Nussbaum (Nussbaum) is a citizen of the State of California, the

Chairman of the Board for MedSys, and a member of the Executive Committee of MedSys.
Nussbaum can be personally served at the offices of MedSys located at 5465 Legacy Dr., Suite
550, Plano, Texas 75024, or wherever he may be found. Nussbaum can also be served by U.S.
Mail, Return Receipt Requested, at his home or home office located at 5818 E. Bay Shore
Avenue, Long Beach, CA 90803. In the event Nussbaum cannot otherwise be served in person
or by US Mail, then Nussbaum can be served pursuant to the Texas Long Arm Statute, TEX. CIV.
PRAC. & REM. CODE 17.041, et seq., because Nussbaum maintains regular and consistent
contacts with the State of Texas, engages in business in the State of Texas, and has committed
torts within the State of Texas as described herein. Although Nussbaum engages in business in
the State of Texas, he does not maintain a regular place of business in Texas or a designated
agent for service of process in Texas, and this proceeding arises out of Nussbaums business in

PLAINTIFFS SECOND AMENDED PETITION -- Page 2

the State of Texas. Thus, Nussbaum can be served with process by serving, via certified mail,
the Texas Secretary of State, who can then serve Nussbaum by forwarding a copy of process to
Nussbaums home or home office in California at 5818 E. Bay Shore Walk, Long Beach, CA
90803, or wherever he may be found. The Court has personal jurisdiction over Nussbaum
because he routinely does business in the State of Texas, committed torts in the State of Texas,
and this dispute specifically concerns his dealings with Holland in Texas.
7.

Steve Heck (Heck) resides in the State of Texas and is the President of MedSys

and a member of the Executive Committee of MedSys. Heck can be served: (i) at his residence
located at 1040 Wagner Way, Lantana, Texas 76226; (ii) at the offices of MedSys located at
5465 Legacy Dr., Suite 550, Plano, Texas 75024; or (iii) wherever he may be found. The Court
has personal jurisdiction over Heck because he routinely does business in the state of Texas,
committed torts in the State of Texas, and this dispute specifically concerns his dealings with
Holland in Texas.
8.

Nancy Ellefson (Ellefson) resides in the State of Texas and is the former

Controller and now Chief Financial Officer of MedSys. 1 Ellefson can be served at the offices of
MedSys located at 5465 Legacy Dr., Suite 550, Plano, Texas 75024, or wherever she may be
found. The Court has personal jurisdiction over Ellefson because she routinely does business in
the state of Texas, committed torts in the State of Texas, and this dispute specifically concerns
her dealings with Holland in Texas.
9.

Linkoln3 Investments, L.P. (Linkoln3) is, upon information and belief, a Texas

limited partnership owned and operated by Mark Embry with its principal place of business
located at 4107 Veneto Dr., Frisco, Texas 75033. Linkoln3 is a member of MedSys owning
1

At all times herein pertinent Ellefson was an active member of the executive team of MedSys and treated as an
officer of the company.

PLAINTIFFS SECOND AMENDED PETITION -- Page 3

Class A (voting) membership units and Class C (non-voting) membership units. Linkoln3 can be
served with process by serving its registered agent for service of process, Capitol Corporate
Services, Inc., at 800 Brazos, Suite 400, Austin, Texas 78701.
10.

Dosski Investment, LLC (Dosski) is, upon information and belief, a Texas

limited liability company. Dosski is a member of MedSys owning Class A (voting) membership
units. Dosski can be served with process at its principal place of business located at 12700 Park
Central Drive, Suite 1900, Dallas, Texas 75241-1508 or by serving its registered agent for
service of process, Frenkel & Frenkel, LLP, at 12700 Park Central Drive, Suite 1900, Dallas,
Texas 75251.
JURISDICTION & VENUE
11.

The Court has jurisdiction over this dispute as the amount in controversy exceeds

the Courts minimum jurisdictional amounts.

12.

Venue is appropriate in Dallas County pursuant to Sections 15.002(a)(1) and (3)

of the Texas Civil Practice & Remedies Code. Further, because venue is proper as to one or
more defendants, it is proper as to all defendants pursuant to Section 15.005 of the Texas Civil
Practice & Remedies Code.
ALLEGATIONS COMMON TO ALL CLAIMS
13.

In or about 1998, Kravitz and Mark Embry (Embry), along with others, founded

Genesys Associates, LLC (Genesys), a business that provides consulting and recruiting
solutions for technology, engineering, finance, accounting, healthcare, legal, and wind energy
markets. In or about 2008, Kravitz and Embry spun off the healthcare portion of the Genesys
business and formed what is known today as MedSys to focus on that core competency.

PLAINTIFFS SECOND AMENDED PETITION -- Page 4

14.

MedSys provides strategic advisory services and IT project staffing to the

healthcare industry. MedSys focuses its consulting services primarily in the areas of software
implementation and support, upgrades and conversions, project management, systems training
and integration, and senior management and operations support.
15.

This is a booming business, fueled by changing demographics and a shifting

regulatory landscape.

Specifically, the Obama administration has made digitizing medical

records a key component of healthcare reform and when Congress passed the Affordable Care
Act it provided for billions in incentives for companies adopting electronic health records
(EHRs). However, there was a catch. Providers had to meet certain deadlines to earn the
incentives, and those that do not will have their Medicare and Medicaid payments reduced.
Consequently, healthcare providers are flocking to medical IT providers such as MedSys. By
2014, it is estimated that healthcare IT investment will exceed $100,000,000,000.00.
16.

When originally formed, MedSys was positioned to take advantage of these

opportunities, but it lacked the executive leadership necessary to fully capitalize and execute on
its business objectives. MedSys needed to strengthen its executive leadership team.
17.

The owners of the predecessor company to MedSys initially approached Holland

about advising them on certain corporate structure and tax matters. Holland carefully analyzed
the company and provided his conclusions to the owners, including Kravitz and his business
partner, Embry.
18.

Kravitz soon asked Holland to join MedSys for a period of time to help determine

what the company had and what steps were necessary to execute on its plan for business
generation and growth. Holland accepted.

PLAINTIFFS SECOND AMENDED PETITION -- Page 5

19.

Holland outlined a general plan that included building the company from the top

down with a strong board of directors and executive leadership team. Holland was prepared to
commit to devote the requisite time and energy to assist MedSys over an extended period of
time, and even to invest his own money, but in exchange he requested, inter alia, an ownership
interest in the company, a three year term of executive employment providing assurance against
early termination, and an exit strategy where he could earn approximately $10 million over a 36
month period of time. There was a meeting of the minds of the parties regarding all of the terms
of Hollands engagement and the parties reciprocal commitments, and those terms were reduced
to writing and mutually agreed upon by MedSys and Holland.
20.

Effective as of January 1, 2012, Holland was named Executive Vice President,

Chief Financial Officer, Treasurer and Secretary of MedSys. Holland was tasked with building
shareholder value through management of strategic planning, review and revision of MedSys
legal structure and corporate governance, management of new systems and controls, planning
and execution of corporate finance transactions, senior executive mentoring and training, raising
capital, and recruiting key personnel and installing new risk management processes.
21.

Hollands appointment as an officer and director of MedSys effective January 1,

2012, was set forth in a unanimous written consent of the director and unitholders of MedSys
made a part of the companys official minutes and signed by the unitholders and director of
MedSys, expressly providing that Hollands employment was based on the terms and conditions
as set forth on Exhibit A (referenced in and attached to the unanimous consent). A true and
correct copy of the unanimous consent containing Hollands employment agreement is attached
hereto as Exhibit 1 and incorporated herein for all purposes.

PLAINTIFFS SECOND AMENDED PETITION -- Page 6

22.

Hollands employment agreement with MedSys authorized Holland to purchase

287,528 units of Class A (voting) stock of MedSys vesting immediately in exchange for a
promissory note, provided for a grant of 287,528 units of restricted Class C non-voting stock
vesting immediately, extended to Holland an option to acquire an additional 302,661 units of
Class C stock, and provided Holland the right to additional option grants for units of Class C
stock as compensation. The agreement set Hollands compensation levels for the three (year)
term of engagement (2012-2014), including minimum salary commitments, discretionary
bonuses, and performance bonuses based on achieving certain sales milestones. It also provided,
among other things, for the payment of certain deferred compensation in the amount of $300,000
to be applied in payment of Hollands promissory note and option purchase, required MedSys to
reimburse Holland for normal business expenses, and included other ancillary benefits consistent
with Hollands position as a C-level executive.
23.

From the effective date of the parties agreement forward thru the Spring of 2013,

both parties acknowledged the existence of the agreement and fully performed in conformity
with the terms mutually agreed upon.
24.

Holland executed a Subscription Agreement with MedSys under which he

acquired 287,528 Class A units of MedSys under a Promissory Note with the company, he was
awarded 287,528 Class C units of MedSys vesting immediately upon the date of the grant, and
he was granted options to purchase up to 302,661 additional Class C units. 2 Holland additionally
received compensation and bonuses consistent with the terms of the agreement.

One-third of the Class C options vested in January 2013, another third in January 2014, and the final third in
January 2015. Holland exercised his options as to the first one-third after they had vested, but he was improperly
terminated before the other options could vest. Upon information and belief, the books and records of MedSys
identify Holland as owning 388,314 Class C units.

PLAINTIFFS SECOND AMENDED PETITION -- Page 7

25.

The Class C units held by Holland are subject to the terms and conditions of the

MedSys Performance Incentive Plan (the PIP), which is a plan designed to allow the MedSys
Board of Directors to award Class C units and/or to grant options to purchase Class C units to
persons providing valuable services to the company.
26.

In July 2012, MedSys announced that Luther Nussbaum (Nussbaum) had joined

its Board of Directors.

27.

Holland spent 2012 working with Nussbaum on plans to further strengthen the

executive leadership team. He also coordinated with senior management to expand operations,
sales, and growth opportunities.
28.

Even though MedSys and Holland agreed to the level of Hollands compensation

and bonus structure, MedSys not only paid those amounts but also paid Holland in excess of
those amounts based upon his exemplary performance.
29.

By the end of 2011, through Hollands pre-agreement efforts, MedSys sales had

increased more than 1,000% and the company earned approximately $13 million in revenue.
Revenue in 2012 increased substantially as well, reaching approximately $22 million.
30.

In 2012, MedSys was named to the Dallas 100 List by the SMU Cox Caruth

Institute for Entrepreneurship, an award granted to the fastest growing companies in the area. By
the end of 2012, the enterprise value of MedSys was north of $30 million.
31.

The founders of MedSys, Embry and Kravitz, were ecstatic about the growth and

projected growth of the company. Embry boasted on his LinkedIn profile that [o]ur business
has exploded in the last 3 years and the company is growing at a rapid rate. Similarly, in a story
published in the March 2013 issue of D-CEO, Kravitz bragged that he was forecasting strong
continuing growth and expects the company to hit $100 million in annual revenue by 2017.

PLAINTIFFS SECOND AMENDED PETITION -- Page 8

32.

Although Holland and MedSys had mutually assented and agreed to all of the

terms of Hollands employment as memorialized in Exhibit 1 and both parties had fully
performed in accordance with those terms for a year, the attorneys for Holland and MedSys
commenced the process of drafting a restated, more detailed employment agreement in January
of 2013, which would still have an effective date of January 1, 2012.
33.

MedSys attorney sent an initial draft of the restated agreement to Hollands

attorney in January 2013.

34.

Drafts of the restated employment agreement were exchanged between January

and April 2013.

35.

The terms contained in the drafts were substantially the same as the terms of the

original employment agreement in all material respects.

36.

In April 2013, counsel for MedSys presented the final form of the restated

employment agreement to Holland and his counsel, which corrected some typos contained in
prior drafts and perfected certain language regarding potential tax liabilities. The final changes
were limited to the wording of certain exhibits to the agreement.
37.

MedSys, through its counsel, represented that it was in agreement with all of the

terms of the restated agreement, and Holland, through his counsel, likewise agreed.
38.

There was a mutual meeting of the minds on and mutual assent to all terms of the

restated agreement, and all that remained was the ministerial formality of the parties signatures.
39.

MedSys counsel was to prepare the final document for both parties signature.

For unknown reasons never shared with Holland, however, that did not occur. A true and correct
copy of the unsigned restated employment agreement is attached as Exhibit 2 and incorporated
herein for all purposes.

PLAINTIFFS SECOND AMENDED PETITION -- Page 9

40.

In January of 2013, Nussbaum moved from his position as Board Member to take

on an expanded role as MedSys Chairman of the Board. In his new role, Nussbaum, along with
Holland, was tasked with assisting Kravitz in the strategic and operational evolution of the
company.
41.

Holland periodically discussed with Nussbaum the need to strengthen the

executive leadership of MedSys. Kravitz was the CEO, but his skills and experience were in
operations. Holland mentored and provided guidance to Kravitz so that he could learn the skills
necessary to become successful while being supported by an energetic and talented executive
team.

In contrast, Nussbaum used his position on the Board and within the company to

undermine Kravitz. Nussbaum often told Kravitz, in front of others, that MedSys needed a real
CEO. Other times, Nussbaum would seemingly attempt to make Kravitz look incompetent.
Through such conduct, and others, Nussbaum sought to entrench himself as the de facto leader of
MedSys.
42.

Holland had earlier approached Nussbaum about locating a person to be COO for

two years while Kravitz grew into the role of CEO. Holland was interested in engaging a search
firm to locate the right executive, but Nussbaum assured him that he already knew the right
person for the job.
43.

Nussbaum then approached Steven Heck, a former colleague from their days at

First Consulting Group.

Remarkably, Heck left a lucrative executive position at Impact

Advisors. He then joined MedSys as president, for less money and no equity position in the
company.
44.

In late Spring 2013, Holland, Nussbaum and Kravitz held a meeting, during

which Nussbaum told Holland that either Holland needed to terminate his relationship with

PLAINTIFFS SECOND AMENDED PETITION -- Page 10

MedSys or Nussbaum would leave. The implication was that Nussbaum would take his senior
people with him as well, including the companys president, during a critical period of growth
for the company.
45.

Holland did not want to end his relationship with MedSys, but if it was thought to

be in the best interest of the company, he was prepared to be bought out of his contract and
ownership interest on mutually agreeable terms. Alternatively, he intended to remain with
MedSys in accordance with the terms of his employment agreement, let Nussbaum leave, and
then work with Kravitz to rebuild the executive ranks.
46.

Soon after the meeting, Kravitz called Holland and told him he needed to rest for

awhile. Kravitz suggested that Holland take a trip to California, at the companys expense.
Holland said he was fine, but Kravitz insisted that he take the trip. Holland agreed.
47.

Shortly after Holland left, Kravitz called Holland and said Kravitz was told he

needed to place Holland on administrative leave. Holland questioned why, and Kravitz said
that it was just what he had been told to do.
48.

On June 22, 2013, MedSys counsel sent Holland a letter advising him that his

administrative leave was being extended to June 28, 2013.

49.

On June 24, 2013, in complete disregard for the notice requirements of MedSys

operating agreement, the Class A members (excluding Holland) held a meeting and voted to
remove Holland from the Board of Directors, and the Board (excluding Holland) voted to
terminate Holland.

The termination was purportedly for cause under the Performance

Incentive Plan (PIP) but no explanation of what cause was provided.

50.

MedSys had the right to repurchase any Class C units awarded or purchased

pursuant to an option granted under the PIP. MedSys right to repurchase was triggered when

PLAINTIFFS SECOND AMENDED PETITION -- Page 11

the employment of a grantee or optionee had terminated, but when the grantee or optionee was
terminated for cause the repurchase price of the Class C units was zero and the units were
deemed forfeited for no consideration. Under the PIP, the term cause is narrowly limited as
follows:
(i) [A] conviction of, or plea of nolo contendere to, any felony by
the Optionee; (iii) [sic] an indictment for theft of Company
property; (iv) a plausible claim of discrimination or harassment
(including sexual harassment) of any employee of the Company by
the Optionee, as substantiated by an independent investigation; (v)
unexcused absences totaling more than 20 business days in any
180-day period; (vi) the Optionees gross negligence or willful
misconduct in the discharge of his or her duties as an employee or
consultant to the Company; and (vii) the Optionees failure to
adhere to reasonable written policies, procedures, or directives
established by the Board of Directors.
51.

Despite Hollands repeated requests, MedSys refused, and continues to refuse, to

disclose the purported reason or justification for terminating Hollands employment or to explain
the cause upon which the Boards decision was allegedly based.
52.

As subsequently confirmed orally by Kravitz and MedSyss attorney, there was

no cause.
53.

Following Hollands termination, MedSys sought to harass, belittle, and defame

Holland into capitulation thorough improper and unlawful conduct designed to suppress his
rights as a minority shareholder.
54.

For example, Defendants engaged in a smear campaign designed to injure and

damage Hollands reputation inside and outside of MedSys.

55.

Upon information and belief, an agent of MedSys accessed Hollands computers

at MedSys and used his private password to access his files on the Internet cloud-based storage
system known as Dropbox.

Once MedSys improperly gained access to Hollands private

Dropbox files, it started snooping through his personal and private information to find
PLAINTIFFS SECOND AMENDED PETITION -- Page 12

information to damage Holland and/or to attempt to find some reason to support the purported
cause for his termination. At a minimum, MedSys accessed Hollands personal financial
statements, personal communications, including communications about his children and his
family, and privileged communications from Hollands attorneys.
56.

In addition to his electronic files, MedSys, for some time, refused to return copies

of Hollands personal information that he maintained in his office, including Hollands personal
medical records and other protected health information under Texas law.
57.

Since Hollands termination, MedSys has also operated the company in complete

abrogation of Hollands rights as a holder of Class A and Class C units. Specifically, MedSys
has refused, and is continuing to refuse, to allocate profits, or to make distributions or tax
advances in accordance with the MedSys Operating Agreement, which distributions and
advances were scheduled to be made in January 2014. Holland received no notices regarding
meetings of the members until after suit was filed. Holland has requested access to MedSys
books and records, as statutorily authorized by Texas law, and he has been denied access to all
but the most basic of information.
58.

MedSys also continues to assert that Holland was terminated for cause so that it

can use its threat to confiscate Hollands Class C units as a means of pressuring Holland to
relinquish his interest in the company, including his Class A units. MedSys has refused, and
continues to refuse, to pay fair value for Hollands interests in the company.
59.

Kravitzs LinkedIn profile boasts that he attributes MedSys success to the

devoted work of the dedicated leadership team, as well as the principles under which the
organization operates; Respect, Honesty, Trust, Commitment and Communication.
principles have been sorely lacking in MedSys dealings with Holland.

PLAINTIFFS SECOND AMENDED PETITION -- Page 13

Those

60.

Pursuant to TEXAS RULE OF CIVIL PROCEDURE 54, all conditions precedent to the

bringing of this lawsuit have been performed, have occurred, or have been excused and/or
waived.
BREACH OF EMPLOYMENT CONTRACT
(Against MedSys)
61.

Holland incorporates the above paragraphs as if fully set forth herein.

62.

Holland and MedSys agreed to the terms of Hollands employment which were

reduced to writing set forth in Exhibit 1 and expressly approved by unanimous written consent
of the Board of Directors and Unitholders of MedSys effective January 1, 2012.
63.

In reliance upon the employment agreement, Holland fully performed his

obligations in strict conformity with the terms of the employment agreement for over 17 months
up until the time he was prevented from further performing by reason of the MedSys Boards
improper and unjustified termination of his employment on June 24, 2013, thereby excusing
Hollands further performance.
64.

MedSys knowingly accepted all of the benefits of Hollands performance, and it

likewise performed in accordance with the terms of the parties agreement up until the improper
and unjustified termination of Hollands employment on June 24, 2013.
65.

The parties performance was unequivocally referable to the parties agreement

reduced to writing in Exhibit 1 and corroborative of the existence of the agreement, the terms
and conditions of which were unanimously approved by the MedSys Board and unit holders.
66.

MedSys breached the employment agreement with Holland as memorialized in

Exhibit 1 by terminating him prior to the expiration of the mutually agreed upon fixed three (3)
year term of the agreement.

PLAINTIFFS SECOND AMENDED PETITION -- Page 14

67.

As a result of MedSys breach of the employment agreement, Holland has

suffered and will continue to suffer substantial monetary damages in excess of the jurisdictional
limits of the court, including direct and consequential damages for monetary losses under the
employment agreement, including, but not limited to, lost salary, lost benefits under the PIP, lost
bonuses, lost deferred compensation, lost Class C option and vesting rights, lost future option
grants, out of pocket losses for ordinary expenses not reimbursed by MedSys, and other lost
rights and benefits.
68.

Further, the parties are bound by the terms of the subsequent restated employment

agreement, which also had an effective date of January 1, 2012, and which is attached hereto as
Exhibit 2.
69.

Both parties orally agreed to the terms of that restated agreement which, for the

most part, were consistent with the terms of the parties earlier agreement.
70.

There was a meeting of the minds of the parties on all terms of the restated

agreement, both parties acknowledged their intent to be bound by those terms, and all that
remained was the ministerial formality of signing the agreement.
71.

Unlike the parties earlier agreement, the restated agreement was for an

indeterminate term capable of performance within one year subject to certain specified
provisions governing the parties reciprocal rights and obligations in the event of a termination
by either party.
72.

The restated agreement was therefore enforceable notwithstanding the failure of

the parties to finalize the ministerial act of signing it.

73.

MedSys breached that restated agreement with Holland by, among other actions

and inactions, terminating Holland without cause and then claiming that the termination was with

PLAINTIFFS SECOND AMENDED PETITION -- Page 15

cause so that it could avoid paying him the contractually agreed upon severance amounts and
other benefits. Holland received no notice of cause specifying the nature of the conduct, action,
or inaction giving rise to the cause. Holland was given no opportunity to cure any purported
cause for termination.
74.

To date, despite repeated requests by both Holland and the Texas Workforce

Commission, MedSys has refused to state what cause exists to warrant Hollands termination. In
fact, the Texas Workforce Commissions investigation found that MedSys terminated Hollands
employment for a reason that was not misconduct connected with the work.
75.

In addition, MedSys breached the agreement by, among other things, (i)

repudiating the agreement and refusing to recognize its existence and/or enforceability; (ii)
failing to pay Holland deferred compensation in accordance with the agreement; (iii) failing to
reimburse Holland for normal business expenses that have been submitted to MedSys for
payment; (iv) failing to reimburse Holland legal fees incurred in preparing the employment
documents; (v) failing to pay Holland severance in accordance with the agreement; and (vi)
failing to pay Holland a pro rata share of his 2013 bonus through the date of termination in
accordance with the agreement.
76.

As a result of MedSys breaches of the restated agreement, Holland has suffered

and will continue to suffer substantial monetary damages in excess of the jurisdictional limits of
the court, including, but not limited to, direct and consequential damages for monetary losses
under the employment agreement, including lost salary, lost benefits under the PIP, lost
severance payments, lost bonus for 2013, lost deferred compensation, out of pocket losses for
ordinary expenses not reimbursed by MedSys, and other lost rights and benefits.

PLAINTIFFS SECOND AMENDED PETITION -- Page 16

77.

Holland made a written demand for damages in or about July 2013. MedSys has

refused any such demand.

78.

Pursuant to TEXAS CIVIL PRACTICE & REMEDIES CODE Section 38.001 and

applicable law, Holland also seeks his reasonable and necessary attorneys fees in connection
with bringing his claim for breach of contract.
PROMISSORY ESTOPPEL
(Against MedSys)
79.

Holland incorporates the above paragraphs as if fully set forth herein.

80.

Holland reasonably, substantially, and detrimentally relied on MedSys promise

to comply with the terms of the employment agreement attached hereto as Exhibit 1 and to
execute the restated employment agreement attached hereto as Exhibit 2.
81.

Hollands reliance on MedSys promise(s) was reasonable and foreseeable, and

MedSys intended for Holland to rely on MedSys promise(s).

82.

Injustice can be avoided only be enforcing MedSys promise(s).

83.

In the event Holland is limited to enforcing the employment agreement and/or the

restated agreement under the doctrine of promissory estoppel, Holland alternatively seeks to
recover all of his damages incurred in reliance on MedSys promise to execute the restated
agreement, including, but not limited to, all out of pocket expenses and opportunity costs that
Holland incurred as a proximate result of relying on MedSys promise. Furthermore, Holland
seeks an extension or good-faith modification of existing Texas law to permit Holland to recover
expectancy damages in accordance with the majority rule and Section 90(1) of the Restatement
(Second) of Contracts.
QUANTUM MERUIT/UNJUST ENRICHMENT
(Against MedSys)
84.

Holland incorporates the above paragraphs as if fully set forth herein.

PLAINTIFFS SECOND AMENDED PETITION -- Page 17

85.

Holland provided valuable services to MedSys, with the reasonable expectation

that MedSys would comply with the terms of the employment agreement and/or the restated
agreement.
86.

MedSys was on notice that Holland expected the compensation promised in the

employment agreement and/or the restated agreement in exchange for his services to MedSys.
87.

Yet, MedSys has failed and refused to provide Holland with the compensation

package promised to him in exchange for his services.

88.

In the event Holland is limited to enforcing the restated agreement under the

doctrine of quantum meruit, Holland alternatively seeks to recover all of his damages incurred in
reliance on MedSys promise to perform under the employment agreement and to execute the
restated agreement, including, but not limited to, all out of pocket expenses and opportunity costs
that Holland incurred as a proximate result of relying on MedSys promise and all expected
compensation and benefits under the agreements.
89.

Further, while employed by MedSys, Holland incurred certain business expenses

in connection with and in furtherance of MedSys business.

90.

Holland submitted expense reimbursement reports covering these expenses, but

MedSys has not paid these expenses following Hollands termination.

91.

Holland alleges that there is an enforceable employment agreement that covers

expense reimbursement, but in the event such agreement is found not to exist or to be
unenforceable, Holland seeks to recover these expenses under the doctrine of unjust enrichment.
92.

Holland is entitled to a recovery of these business expenses because Holland

incurred the expenses and MedSys enjoyed the benefit of the expenditures as a result

PLAINTIFFS SECOND AMENDED PETITION -- Page 18

misrepresenting that MedSys would reimburse Holland for them and taking undue advantage of
Holland.
93.

Further, because MedSys has secured a benefit or passively received a benefit as a

result of Holland fronting the business expenses, instead of MedSys, it would be unconscionable
to permit MedSys to maintain such benefits.
94.

Consequently, MedSys should be required to repay Holland for all of his expenses

incurred in furtherance of MedSys business.

DECLARATORY RELIEF REGARDING LACK OF CAUSE FOR TERMINATION
(Against MedSys)
95.

Holland incorporates the above paragraphs as if fully set forth herein.

96.

A ripe and justiciable controversy exists between Holland and MedSys regarding

the existence of cause to support Hollands termination.

97.

MedSys terminated Holland, purportedly for cause as that term is defined in the

98.

This determination significantly impacts Hollands rights and obligations under

PIP.

the PIP, including potentially entitling MedSys to forfeit or reclaim all of the Class C units of
MedSys earned by Holland for zero dollars.
99.

MedSys continues to represent that it has the right to seek forfeiture of Hollands

shares and, therefore, a ripe and justiciable controversy exists.

100.

Hollands termination was without cause.

101.

The term cause as defined in the PIP is very narrow.

It includes: (i) a

conviction of, or plea of nolo contendere to, any felony; (ii) an indictment for theft of MedSys
property; (iii) a plausible claim of discrimination or harassment (including sexual harassment) of
any employee of MedSys, as substantiated by an independent investigation; (iv) unexcused

PLAINTIFFS SECOND AMENDED PETITION -- Page 19

absences totaling more than 20 business days in any 180-day period; (v) gross negligence or
willful misconduct in the discharge of ones duties as an employee or consultant of MedSys; and
(vi) the failure to adhere to reasonable written policies, procedures, or directives established by
the Board of Directors.
102.

None of these cause definitions apply to Holland.

103.

MedSys refuses to identify the actual basis for cause, because no such cause

104.

Holland seeks a declaration that (1) Hollands termination from MedSys was

exists.

without cause, and (2) MedSys is not permitted to rely on a finding of cause in connection with
exercising any purported repurchase rights under the PIP.
105.

Furthermore, pursuant to TEX. CIVIL PRACTICE & REMEDIES CODE Section 37.009,

Holland seeks his reasonable and necessary attorneys in connection with bringing this claim for
declaratory relief. An award of such fees is just and equitable under the circumstances.
UNLAWFUL ACCESS BY COMPUTER
(Against MedSys)
106.

Holland incorporates the above paragraphs as if fully set forth herein.

107.

MedSys knowingly and intentionally accessed Hollands computer system, as

defined by Texas law, and gained unlawful access to his personal files and Dropbox account
without Hollands consent.
108.

MedSys then accessed and reviewed Hollands private and confidential

information, including Hollands financial statements, personal communications, including

communications about his children and his family, and privileged communications from
Hollands attorneys.

PLAINTIFFS SECOND AMENDED PETITION -- Page 20

109.

Furthermore, MedSys knowingly and intentionally accessed Hollands computer

system with the intent to defraud and/or harm Holland.

110.

MedSyss conduct constitutes a violation of Section 33.02 of the TEXAS PENAL

CODE and TEXAS CIVIL PRACTICE & REMEDIES CODE Section 143.001.
111.

As a result of MedSyss unlawful conduct, Holland has been injured, including

suffering injury to the integrity of the data accessed, the costs associated with investigating and
preventing future intrusions, and emotional distress associated with the invasion of his privacy.
112.

In addition, upon information and belief, MedSys unlawfully accessed the

information in furtherance of the wrongful acts herein alleged, including the attempt to
confiscate his Class C units and oppress Hollands rights as a minority shareholder, thereby
causing him pecuniary damages.
113.

One or more agents of MedSys may also be liable for unlawful access to

Hollands computer system, and Holland reserves the right to amend this claim upon discovery
of the responsible individuals.
114.

Pursuant to TEXAS CIVIL PRACTICE & REMEDIES CODE Section 143.002, Holland

is entitled to recover his reasonable attorneys fees and costs associated with bringing this claim.
DERIVATIVE ACTION
(Against all Defendants)
115.

Holland incorporates the above paragraphs as if fully set forth herein.

116.

Under Texas law, MedSys is a closely held limited liability company because: (i)

it has less than 35 members; (ii) its membership interests are not listed on a national securities
exchange; and (iii) its membership interests are not regularly quoted in an over-the-counter
market by one or more members of a national securities association. See TEX. BUS. ORG. CODE
101.463.

PLAINTIFFS SECOND AMENDED PETITION -- Page 21

117.

A derivative proceeding brought by a member of a closely held limited liability

company may be treated by a court as a direct action brought by the member for the members
own benefit. TEX. BUS. ORG. CODE 101.463(c).
118.

The Texas Supreme Court has noted that those in control of closely held entities

often use various squeeze-out or freeze-out tactics to deprive minority unit holders of
benefits, to misappropriate those benefits for themselves, or to induce minority unit holders to
relinquish their ownership for less that it is otherwise worth. The types of conduct most
commonly associated with such tactics include (1) denial of access to corporate books and
records, (2) withholding payment of, or declining to declare, dividends, (3) termination of a
minority shareholders employment, (4) misapplication of corporate funds and diversion of
corporate opportunities for personal purposes, and (5) manipulation of stock values. Ritchie v.
Rupe, No. 11-0447, p. 32 (Tex. June 20, 2014).
119.

As the Texas Supreme Court noted in Ritchie, the foreseeability, likelihood, and

magnitude of harm sustained by minority shareholders due to the abuse of power by those in
control of a closely held corporation is significant, and Texas law should ensure that remedies
exist to appropriately address such harm when the underlying actions are wrongful. Id. at 33.
120.

Defendants engaged in, and continue to engage in, misconduct as to Holland.

The conduct of these Defendants has substantially defeated Hollands expectations that, when
objectively viewed, were both reasonable under the circumstances and central to Hollands
decision to join the venture.
121.

In addition, the conduct of these Defendants has been and continues to be

burdensome, harsh, oppressive and wrongful. It exhibits a lack of probity and fair dealing in
MedSys affairs to the prejudice of only Holland, and no other members, and reflects a visible

PLAINTIFFS SECOND AMENDED PETITION -- Page 22

departure from the standards of fair dealing on which each member of the company is entitled to
rely.
122.

Specifically, and without limitation, the Defendants have engaged in the

following improper and oppressive acts in abuse of their powers as officers, directors, and/or
voting members exercising control over the affairs of MedSys: (i) suppressing dividends and
advances despite high profitability to avoid paying Holland the distributions and allocations of
profits to which he is entitled under the MedSys Operating Agreement; (ii) attempting to buy
Hollands interests in MedSys at dramatically discounted and oppressive prices, including
claiming the right to confiscate all of Hollands Class C units based on the phony termination for
Cause that does not exist and seeking to purchase all of Hollands shares, including Hollands
Class A shares, at substantially below value and subject to massive discounts for lack of liquidity
and lack of control; (iii) taking a disproportionate share of MedSys income for themselves as
disguised or de facto dividends in the form of excessive compensation, bonuses, allocations
and/or advances; (iv) refusing Holland access to corporate financial information, including the
books and records of the company that Holland is authorized by law to access based on his
position of a member and other financial information of MedSys that Holland needs access to in
order to ascertain the fair market value of his shares; (v) terminating Holland from his position
with MedSys without cause or any reasonable justification and in violation of his specific
reasonable expectation that he would work at MedSys for an extended period of time to add
value for the members, including himself, and earn a salary to offset his investment, especially in
light of the decision to suppress distributions and allocations of profits from the company; (vi)
terminating Holland from the MedSys Board of Directors and preventing Holland from
participating in the management of the company without any reasonable justification and in

PLAINTIFFS SECOND AMENDED PETITION -- Page 23

violation of his specific reasonable expectation that he would assist in management at MedSys to
add value for the members, including himself; (vii) failing to provide Holland with notice and an
opportunity to vote on matters being considered by the MedSys Board of Directors at a time
when Holland was a member of the Board and then suppressing information about the company
following Hollands improper termination to prevent him from being informed about the
company and the status of his investment; and (viii) engaging in a dishonest and deceitful pattern
of behavior to force Holland out of the company, lying to Holland about the status of his
purported administrative leave, orchestrating his termination from the company and removal
from management, and subsequently defaming Holland internally and externally to place
pressure on him to dump his interest in MedSys for a substantial discount.
123.

Individually and collectively, these actions constitute and represent an attempt to

freeze out Holland from MedSys, without justification, and for the improper benefit of
Defendants.
124.

The Defendants' actions pose a serious threat to the well-being of the company

and are inconsistent with the honest exercise of business judgment and discretion by a board of
directors.
125.

Based on the foregoing, Holland requests that the Court exercise its equitable

powers to fashion appropriate relief to remedy the injury and damages caused to Holland and to
make Holland whole. including but not limited to: a) forcing a buy-out or redemption of
Hollands shares in the company for the companys enterprise value and without any discount for
minority status or lack of marketability; b) granting injunctive relief to prevent Defendants from
withholding dividends or advances and from paying themselves personal benefits to the
exclusion of Holland; and c) such other and further equitable relief as as may be necessary in

PLAINTIFFS SECOND AMENDED PETITION -- Page 24

order to adequately protect Holland's interests, and to fashion an adequate remedy for the injury
and damages caused to him.
BREACH OF FIDUCIARY DUTY
(Against Kravitz, Nussbaum, Heck, Ellefson, Linkoln3 and Dosski)
126.

Holland incorporates the above paragraphs as if fully set forth herein.

127.

Defendants Kravitz, Nussbaum, Heck, Ellefson, Linkoln3 and Dosski owed and

continue to owe formal and/or informal fiduciary duties to MedSys and Holland, individually, as
a minority member of MedSys. To the extent any injuries alleged by Holland herein are
determined to be injuries to MedSys, instead of directly to Holland, then justice requires that
Holland nevertheless be permitted to maintain a direct individual action for such injuries, in lieu
of a derivative action, pursuant to Section 101.463 of the TEXAS BUSINESS ORGANIZATIONS
CODE. Justice requires such a result because the nature of the conduct at issue and the fact that
the directors, officers, and members of MedSys, who would need to authorize and resolve a
derivative proceeding, are the target defendants and co-conspirators charged with wrongdoing.
128.

Defendants breached their formal and/or informal fiduciary duties to MedSys and

to Holland, including their duties of loyalty and utmost good faith, duty of candor, duty to refrain
from self-dealing, duty to act with integrity of the strictest kind, duty of fair and honest dealings,
and duty of full disclosure. Specifically, and without limitation, Defendants breached their
fiduciary duties by: (i) suppressing dividends and advances despite high profitability to avoid
paying Holland the distributions and allocations of profits to which he is entitled under the
MedSys Operating Agreement; (ii) attempting to buy Hollands interests in MedSys at
dramatically discounted and oppressive prices, including claiming the right to confiscate all of
Hollands Class C units based on the phony termination for cause that does not exist and
seeking to purchase all of Hollands shares, including Hollands Class A shares, at substantially

PLAINTIFFS SECOND AMENDED PETITION -- Page 25

below fair market value and subject to massive discounts for lack of liquidity and lack of control;
(iii) taking a disproportionate share of MedSys income for themselves as disguised or de facto
dividends in the form of excessive compensation, bonuses, allocations and/or advances; (iv)
refusing Holland access to corporate financial information, including the books and records of
the company that Holland is authorized by law to access based on his position of a member and
other financial information of MedSys that Holland needs access to in order to ascertain the fair
market value of his shares; (v) terminating Holland from his position with MedSys without cause
or any reasonable justification and in violation of his specific reasonable expectation that he
would work at MedSys to add value for the members, including himself, and earn a salary to
offset his investment, especially in light of the decision to suppress distributions and allocations
of profits from the company; (vi) terminating Holland from the MedSys Board of Directors and
preventing Holland from participating in the management of the company without any
reasonable justification and in violation of his specific reasonable expectation that he would
assist in management at MedSys to add value for the members, including himself; (vii) failing to
provide Holland with notice and an opportunity to vote on matters being considered by the
MedSys Board of Directors at a time when Holland was a member of the Board and then
suppressing information about the company following Hollands improper termination to prevent
him from being informed about the company and the status of his investment; and (viii) engaging
in a dishonest and deceitful pattern of behavior to force Holland out of the company, lying to
Holland about the status of his purported administrative leave, orchestrating his termination
from the company in violation of the terms of his employment agreement, and removing him
from management and subsequently defaming Holland internally and externally to place pressure
on him to dump his interest in MedSys for a substantial discount.

PLAINTIFFS SECOND AMENDED PETITION -- Page 26

129.

The MedSys Operating Agreement does not apply to limit or otherwise reduce the

fiduciary duties owed to Holland. Specifically, Section 11.05 of the Operating Agreement limits
the fiduciary duties owned by directors only to MedSys, it does not limit or reduce the fiduciary
duties owed to minority members. Pursuant to Section 12.03 of the Operating Agreement, the
standard of conduct owed by the officers is as defined in the Texas Business Organizations Code
without limitation.

Furthermore, to the extent these provisions, or the other exculpation

provisions of the Operating Agreement, are interpreted to limit the fiduciary obligations owed by
Defendants to the minority members, then such provisions are void and unenforceable as being
contrary to public policy. Finally, even if the fiduciary duties owed by Defendants are limited by
the Operating Agreement, then Defendants nevertheless breached their duties to Holland because
they are guilty of fraud, gross negligence, and willful or intentional conduct with respect to acts
and omissions towards Holland that form the basis of his claims for breach of fiduciary duty.
130.

Defendants Alan Kravitz, Luther Nussbaum, Steve Heck, and Nancy Ellefson, as

directors and/or officers of MedSys, engaged in conduct in violation of their respective formal
and/or informal fiduciary obligations owed to MedSys and to Holland in a number of ways,
including but not limited to the following: (i) suppressing dividends and advances despite high
profitability to avoid paying Holland the distributions and allocations of profits to which he is
entitled under the MedSys Operating Agreement; (ii) attempting to buy Hollands interests in
MedSys at dramatically discounted and oppressive prices, including claiming the right to
confiscate all of Hollands Class C units based on the phony termination for cause that does
not exist and seeking to purchase all of Hollands shares, including Hollands Class A shares, at
substantially below fair market value and subject to massive discounts for lack of liquidity and
lack of control; (iii) taking a disproportionate share of MedSys income for themselves as

PLAINTIFFS SECOND AMENDED PETITION -- Page 27

disguised or de facto dividends in the form of excessive compensation, bonuses, allocations

and/or advances; (iv) refusing Holland access to corporate financial information, including the
books and records of the company that Holland is authorized by law to access based on his
position of a member and other financial information of MedSys that Holland needs access to in
order to ascertain the fair market value of his shares; (v) recommending to the Board of Directors
to terminate Holland from his position with MedSys without cause or any reasonable
justification and in violation of his specific reasonable expectation that he would work at
MedSys to add value for the members, including himself, and earn a salary to offset his
investment, especially in light of the decision to suppress distributions and allocations of profits
from the company; (vi) preventing Holland from participating in the management of the
company without any reasonable justification and in violation of his specific reasonable
expectation that he would assist in management at MedSys to add value for the members,
including himself; (vii) failing to provide Holland with notice and an opportunity to vote on
matters being considered by the MedSys Board of Directors at a time when Holland was a
member of the Board and then suppressing information about the company following Hollands
improper termination to prevent him from being informed about the company and the status of
his investment; and (viii) engaging in a dishonest and deceitful pattern of behavior to force
Holland out of the company, lying to Holland about the status of his purported administrative
leave, orchestrating his termination from the company in violation of the terms of his
employment agreement, and removing him from management and subsequently defaming
Holland internally and externally to place pressure on him to dump his interest in MedSys for a
substantial discount.

PLAINTIFFS SECOND AMENDED PETITION -- Page 28

131.

Defendant Alan Kravitz (a majority voting member of the closely-held company)

and Defendants Linkoln3 Investments, L.P. and Dosski Investment, LLC (voting members of the
closely-held company who, acting in concert with Kravitz, constituted a combined 93% voting
block) engaged in conduct in breach of their formal and/or informal fiduciary duties owed to
Holland, as a minority member of MedSys, in a number of ways, including but not limited to the
following: (i) voting to suppress dividends and advances despite high profitability to avoid
paying Holland the distributions and allocations of profits to which he is entitled under the
MedSys Operating Agreement; (ii) voting to terminate Holland from his position with MedSys
without cause or any reasonable justification and in violation of his specific reasonable
expectation that he would work at MedSys to add value for the members, including himself, and
earn a salary to offset his investment, especially in light of the decision to suppress distributions
and allocations of profits from the company; (iii) voting to terminate Holland from the MedSys
Board of Directors and preventing Holland from participating in the management of the
company without any reasonable justification and in violation of his specific reasonable
expectation that he would assist in management at MedSys to add value for the members,
including himself; (vii) failing to ensure Holland was provided with notice and an opportunity to
vote on matters being considered by the MedSys Board of Directors at a time when Holland was
a member of the Board and then suppressing information about the company following
Hollands improper termination to prevent him from being informed about the company and the
status of his investment; and (viii) engaging in a dishonest and deceitful pattern of behavior to
force Holland out of the company.
132.

The breach of fiduciary duties by Defendants proximately caused and is

continuing to cause injury to Holland, including actual and consequential economic damages

PLAINTIFFS SECOND AMENDED PETITION -- Page 29

relating to lost value in Hollands membership units, lost salary, lost benefits under the PIP, lost
severance payments, lost bonuses, lost deferred compensation, loss of dividends, advances
and/or allocations, and out of pocket losses for ordinary expenses not reimbursed by MedSys,
and other lost benefits. Further, Defendants conduct was wanton, willful, malicious and done
with the intent to injure Holland, thereby justifying an award of punitive damages in an amount
to be determined at trial.
CONSPIRACY AND JOINT LIABILITY
(Against Kravitz, Nussbaum, Heck, Ellefson, Linkoln3 and Dosski)
133.

Holland incorporates the above paragraphs as if fully set forth herein.

134.

Two or more Defendants conspired with one another to, among other things: (i)

suppress dividends and advances despite high profitability to avoid paying Holland the
distributions and allocations of profits to which he is entitled under the MedSys Operating
Agreement; (ii) attempt to buy Hollands interests in MedSys at dramatically discounted and
oppressive prices, including claiming the right to confiscate all of Hollands Class C units based
on the phony termination for cause that does not exist and seeking to purchase all of Hollands
shares, including Hollands Class A shares, at substantially below fair market value and subject
to massive discounts for lack of liquidity and lack of control; (iii) take a disproportionate share of
MedSys income for themselves as disguised or de facto dividends in the form of excessive
compensation, bonuses, allocations and/or advances; (iv) refuse Holland access to corporate
financial information, including the books and records of the company that Holland is authorized
by law to access based on his position of a member and other financial information of MedSys
that Holland needs access to in order to ascertain the fair market value of his shares; (v)
improperly terminate Holland from his position with MedSys in violation of the terms of his
employment agreement, without cause or any reasonable justification, and in violation of his

PLAINTIFFS SECOND AMENDED PETITION -- Page 30

specific reasonable expectation that he would be employed at MedSys for a sufficient period of
time to add value for the members, including himself, exercise his option grants and fully vest
his Class C units, and earn a salary and deferred compensation sufficient to offset his
investments, especially in light of the decision to suppress distributions and allocations of profits
from the company; (vi) terminate Holland from the MedSys Board of Directors and prevent
Holland from participating in the management of the company without any reasonable
justification and in violation of his specific reasonable expectation that he would assist in
management at MedSys to add value for the members, including himself; (vii) fail to provide
Holland with notice and an opportunity to vote on matters being considered by the MedSys
Board of Directors at a time when Holland was a member of the Board and then suppressing
information about the company following Hollands improper termination to prevent him from
being informed about the company and the status of his investment; and (viii) engage in a
dishonest and deceitful pattern of behavior to force Holland out of the company, lying to Holland
about the status of his purported administrative leave, orchestrating his termination from the
company and removal from management, and subsequently defaming Holland internally and
externally to place pressure on him to dump his interest in MedSys for a substantial discount.
135.

The members of the conspiracy had a meeting of the minds on the object of the

conspiracy and/or the course of action as described herein.

136.

One or more members of the conspiracy committed an unlawful, overt act to

further the object of the conspiracy and/or the course of action as described herein. Specifically,
one or more members of the conspiracy breached fiduciary duties owed to MedSys and/or to
Holland.

PLAINTIFFS SECOND AMENDED PETITION -- Page 31

137.

Defendants also aided one another in breaching their respective fiduciary duties to

MedSys and/or to Holland. Specifically, Defendants had knowledge of the fiduciary duties that
they owed, but they nevertheless intentionally assisted and encouraged each other to breach said
duties, as set forth herein, and such assistance and encouragement was a substantial factor in
causing the tort.
138.

As a proximate result of the conspiracy and the acts alleged herein, Holland

suffered substantial economic damages, as more fully set forth herein, within the jurisdictional
limits of the Court for which each of the Defendants are jointly and severally liable.

JURY DEMAND
Holland demands a trial by jury as to all issues of fact.
PRAYER FOR RELIEF
WHEREFORE, PREMISES CONSIDERED, and upon final hearing of this matter,
Holland respectfully pray for judgment: (1) For actual damages, general and special, in an
amount to be proven at trial but that is alleged to be in excess of $1,000,000; (2) for the
declaratory relief sought herein; (3) for exemplary and punitive damages in an amount to be
determined at trial; (4) for equitable relief, including, but not limited to, ordering a forced buyout
or redemption of Hollands interests based on the enterprise value of the company without
application of any discounts for illiquidity or minority interest; (5) for injunctive relief to prevent
Defendants from withholding dividends or advances and from paying themselves personal
benefits to the exclusion of Holland; (6) for costs of suit herein; (7) for reasonable attorneys
fees, as permitted by law; (8) for pre-judgment and post-judgment interest at the maximum rates
permitted by law; and (9) for such other and further relief, at law or in equity, as the Court deems
just and proper.

PLAINTIFFS SECOND AMENDED PETITION -- Page 32

Respectfully submitted,

JOHN A. PRICE
State Bar No. 16297700
GWEN E. BHELLA
State Bar No. 24046632
BRIAN A. CALHOUN
State Bar No. 24044827
CALHOUN BHELLA & SECHREST LLP
325 N. Saint Paul St., Suite 2300
Dallas, Texas 75201
Telephone: (214) 981-9200
Facsimile: (214) 981-9203
ATTORNEYS FOR PLAINTIFF

CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the above document was served on all
counsel of record via email and/or through the e-filing system on this 16th day of January 2015
in accordance with the Texas Rule of Civil Procedure.

JOHN A. PRICE

PLAINTIFFS SECOND AMENDED PETITION -- Page 33