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GREGORY IMBRUCE, GIDDINGS : American Arbitration Association

INVESTMENTS, LLC, GIDDINGS GENPAR

LLC, HUNTON OIL GENPAR LLC, ASYM

CAPITAL III LLC, GLENROSE HOLDINGS

LLC AND ASYM ENERGY INVESTMENTS

LLC,

Claimants,

v.

CHARLES HENRY III, JOHN P. VAILE, AS : Case No: 12 198 0058 13

TRUSTEE OF JOHN P. VAILE LIVING : Commercial Division

TRUST, JOHN PAUL OTIENO,

SOSVENTURES LLC, BRADFORD HIGGINS,

WILLIAM MAHONEY, EDWARD M.

CONRADS, ROBERT J. CONRADS, AHMED

AMMAR, ANDREW LEE, GIDDINGS OIL &

GAS LP, HUNTON OIL PARTNERS LP, AND

ASYM ENERGY FUND III LP,

Certain Respondents,

and

SIGMA GAS BARBASTELLA FUND,

SIGMA GAS ANTROZOUS FUND,

RUBICON RESOURCES, LLC, NICHOLAS

P. GAROFOLO, WILLIAM F. PETTINATI,

JR., SEAN O’SULLIVAN, KING LEE,

MICHAEL RIHNER, SCOTT DECKER,

ANDREW GILLICK, BRIANA GILLICK,

STEVE HEINEMANN, STANLEY

GOLDSTEIN, SIDNEY ORBACH, JAMES P.

ASHMAN AND PATRICIA R. ASHMAN,

Relief Respondents : March 11, 2015

AMENDED COUNTERCLAIMS OF

CERTAIN RESPONDENTS/COUNTERCLAIMANTS

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The Certain Respondents (hereinafter, “Certain Respondents” or “Counterclaimants”), by

and through their undersigned counsel, hereby amend their Counterclaims,1 originally filed on

September 23, 2014, as follows:

STATEMENT OF FACTS

1. In early 2009, the oil and gas production industry in Texas and Oklahoma was

suffering due to the economic calamities of 2008. The price of a barrel of oil had fallen by

approximately 50% from previous levels. Oil and gas production properties purchased at prices

supported by projections based on higher prices per barrel, were no longer generating sufficient

revenue to support debt service on the acquisition loans. Owners in financial distress sought to

salvage a portion of their equity with quick sales. Opportunities existed to purchase at bargain

prices oil and gas assets whose value was likely to appreciate as the economy recovered.

Recognizing the opportunity was not difficult, but the challenge in that economic environment

was accessing the capital necessary to realize it.

2. Imbruce, who had managed privately owned oil and gas investments for a number

of years, recognized the opportunity. He, however, had no funds to invest. After negotiations

with one potential funding source foundered, Imbruce approached Bradford Higgins (“Higgins”)

about a potential deal.

3. At that time, Higgins was the Managing Partner - US Investments of

SOSventures, LLC (“SOSv”), a European based venture capital firm with over $160 million

under management. Higgins had had a distinguished career, having spent 20 years on Wall

Street in investment banking and asset management, including as a Managing Director at CS

1 Said Amended Counterclaim incorporates by references the facts, denials and affirmative defenses contained in

Certain Respondents’ Answer and Affirmative Defenses and any amendments thereto.

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First Boston and head of its Public Power and Infrastructure Banking Group, and having served

as United States Assistant Secretary of State for Resource Management and Chief Financial

Officer. In February 1994, Higgins had hired Imbruce, then fresh out of college, as an analyst in

the CS First Boston public power group.

4. Imbruce had founded Glenrose Holdings LLC (“Glenrose”) with Certain

Respondent, and Counterclaimant, Andrew Lee (“Lee”), who had an engineering degree from

MIT, had worked as a senior drilling operator at Exxon and had recently obtained an MBA from

Wharton Business School. Imbruce and Lee pitched Higgins and his SOSv colleagues to

become the lead investor in several investment partnerships which would acquire oil production

properties. Imbruce claimed that with appropriate support he could easily bring in $100 million

of investment funds from his contacts. Imbruce asserted that finding potentially profitable

investments in the oil and gas industry at that time was not hard work, as long as one had access

to sufficient capital.

5. Effective November 5, 2009, Glenrose and SOSv entered into an agreement

denominated “Term Sheet” (the “Term Sheet”). In material part, the Term Sheet provided:

a. SOSv is denominated as “Lender and Special Investor”;

b. Glenrose is denominated as “Borrower”;

c. Imbruce is denominated as “Operating Member”;

d. That the parties’ intended to “jointly to establish a business to invest in the

energy industry. To bring this to fruition, Glenrose has been formed with

[SOSv] and Imbruce as its members. Imbruce will serve as CEO and will

run…Glenrose with the assistance and oversight of [SOSv]. [SOSv] will

make available to Glenrose a revolving line of credit to fund operating

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expenses and organizational expenses. Glenrose will be the exclusive

vehicle through which Imbruce will engage in investing and advisory

activities in the energy industry…” during the period of the agreement;

e. That transactions would be effected through limited partnerships which

Glenrose would manage and for which additional investors would be

sought;

f. That SOSv would provide Glenrose a revolving credit facility of

$1,120,000.00;

g. That SOSv and its investors and affiliates “as Special Investor(s)” would

make available to Glenrose or the limited partnerships up to $5 million

“for co-investment opportunities generated by Glenrose and approved by

[SOSv]”;

h. That SOSv and Glenrose would “jointly determine the amounts to be

invested in each opportunity,” and SOSv would have the right of

reasonable approval of any additional investor;

i. That SOSv would own 25% of the economic interest of Glenrose until the

revolver was fully repaid at which time SOSv’s economic interest would

be reduced to 12% with Imbruce owning the remainder;

j. That Glenrose would be governed by a board of managers with SOSv and

Imbruce each having one board seat. Voting would be based on economic

interests but approval of “Fundamental Decisions” required a unanimous

vote of the board;

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k. That the term “Fundamental Decisions” included: “Engaging in the…sale,

lease, exchange, transfer or other disposition of assets constituting all or

substantially all of the assets of Glenrose…in a single transaction or series

of coordinated or related transactions… .”;

l. That Higgins would serve as Chairman of the Board of Glenrose

“providing management oversight…. To facilitate that oversight and

support…” Glenrose would provide Higgins with office space and

technical support.

6. On or about December 15, 2009, Glenrose, Imbruce and SOSv entered into an

“Addendum Agreement” which in material part provided:

a. The Term Sheet is denominated as the “Agreement”;

b. That an affiliated company denominated “ASYM Capital LLC"

(“ASYM”) or a derivative thereof would be created;

c. That the Term Sheet would be equally applicable to ASYM and to

Glenrose;

d. That “ASYM and its affiliates [would] raise one or more investment

funds, the sole purpose of which [would be] to pool investment funds from

third party investors (as well as from [SOSv, Glenrose and Imbruce]) and

to invest such investment in funds energy related companies [sic], energy

properties and/or energy assets.”

7. Imbruce’s observation that identifying investments in the oil and gas market in

Texas and Oklahoma in 2009 would not be hard work as long as he had access to capital proved

prophetic. Imbruce was able to identify investments for Glenrose/ASYM to pursue. His boasts

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of ability to raise millions of dollars from friends and acquaintances, however, proved idle.

Glenrose/ASYM ultimately formed the three Partnerships: Hunton Oil Partners LP (“Hunton”);

Giddings Oil and Gas LP (“GOGLP”); and ASYM Energy Fund III LP (“ASYM III”)

(collectively, the “Partnerships”). Of the $15.5 million raised for the Partnerships,

approximately $11.45 million or 74% came from SOSv and its contacts, approximately $1.4

million came from investors brought in by paid finders, and Imbruce’s contacts provided only

approximately $2.6 million. Imbruce personally did not invest a nickel despite his repeated

claims to investors to the contrary. He never had “skin in the game,” an important benchmark to

sophisticated investors.

8. Materials marketing investments in the Partnerships touted Higgins’ role.

Higgins’ name was the first listed in describing company management. The marketing

documents prominently mentioned Higgins’ investment and government experience, and

frequently referred to financial backing which only SOSv provided. Higgins’ role in the

enterprise gave Glenrose/ASYM credibility it otherwise would not have had and was the

primary, if not sole, reason motivating a majority of the investors (75%) to come on board.

9. Hunton was established in September 2009.

10. The general partner of Hunton was Hunton Oil Genpar LLC ("Hunton Genpar"),

of which Glenrose was the beneficial owner. At all relevant times, Hunton Genpar was the

General Partner of Hunton, was the purported owner and/or managing member of Hunton, was

exclusively controlled by Imbruce, and was the alter ego of Imbruce.

11. Hunton Genpar is an issuer, investment adviser and/or investment adviser agent

and is subject to the laws and regulations of the Connecticut Uniform Securities Act (“CUSA”),

the Delaware Securities Act (“DSA”) and the Texas Securities Act (“TSA”).

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12. Glenrose, a Delaware limited liability company, headquartered in Connecticut, is

the manager of Hunton Genpar, is the alter ego of Imbruce, is an investment adviser and/or

investment adviser agent and is otherwise subject to the laws and regulations of CUSA, DSA and

TSA.

13. Unbeknownst to the Hunton investors, on or before November 10, 2008, the

Market Regulation Department of FINRA began conducting a review of a secondary offering in

ATP Oil & Gas Corporation that originally priced on November 14, 2007. On November 10,

2008, FINRA requested that Imbruce's then employer, Madoff Investment Securities LLC,

provide FINRA with the total number of shares it was allocated and a list of its customers who

received shares in connection with the secondary offering(“FINRA Investigation”).

14. On August 12, 2009, the Market Regulation Department of FINRA sent a letter to

Imbruce indicating that they were conducting a review of compliance with SEC Rule 105 of

Regulation M related to the public secondary offering in ATP Oil & Gas Corporation. The letter

requested information related to the offering and Imbruce's involvement. The letter requested

that the documents be provided to FINRA on or before August 27, 2009.

15. On October 10, 2009, Imbruce provided a letter response to FINRA in which he

acknowledged his prior receipt of the August 12, 2009 letter and noted that he appreciated

FINRA's patience in revising the August 27, 2009, deadline.

16. Imbruce did not disclose the FINRA Investigation to investors in Hunton or the

other Partnerships.

17. Imbruce had previously acquired an option to invest in producing wells,

conditioned on obtaining funding, which would have expired but for SOSv’s agreement to

provide the funding. As Imbruce claimed to SOSv that he would have no trouble raising $3.5

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million from investors, SOSv invested $1 million assuming that sum would be less than half of

the fund. However, Imbruce was able to raise less than $300,000.00, so that Higgins and SOSv

together provided over 75% of the $1.3 million Hunton invested. Hunton could have acquired

more working interests in the producing properties if Imbruce had fulfilled his boasts.

18. Imbruce marketed investments in Hunton by way of oral representations and

promises and by way of written literature, which included, among other things, a fourteen-page

presentation prepared under his direction, a subscription agreement, and a limited partnership

agreement (“Hunton LP Agreement”).

19. Imbruce represented to SOSv and other investors that he would invest personal

funds in Hunton. Notwithstanding these representations, he did not invest any of his own

money.

20. Imbruce and his affiliates acted as aforesaid under CUSA, DSA and TSA, to

promote Hunton as a security investment to the Certain Respondents and/or solicited the Limited

Partners.

21. An investment in Hunton is a “security” as defined in CUSA, General Statutes

Section 36b-3(19). In marketing investment interests in Hunton for sale, and in subsequently

managing Hunton through Hunton Genpar, Imbruce acted as an “Investment Adviser” and/or

“Investment Adviser Agent” and/or “Issuer” for the sale of a security as defined in CUSA

Sections 36b-3(11), (12) and (13), respectively.

22. In reliance, in whole or in part, upon the written literature and documents, and the

statements and representations therein, as well as the express oral promises and representations

made by the Claimants, nine individuals or entities, including an SOSv affiliate, invested and

became limited partners in Hunton.

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23. The investors were, for a significant time, unable to verify, despite due diligence,

the veracity and accuracy of Claimants’ representations, including whether the Claimants had

actually invested in Hunton.

24. Pursuant to the Hunton LP Agreement, Imbruce and his affiliates charged to the

Hunton limited partners various fees and expenses, and they presently claim entitlement to

ongoing fees, including fees based upon capital gains to be realized by the Limited Partners,

which are illegal under Connecticut law (CUSA).

25. Aside from being illegal under CUSA, some of the fees and expenses charged and

claimed by Imbruce are not authorized under the Hunton LP Agreement.

26. From the time immediately prior to the formation of Hunton to at least August 25,

2014, Imbruce and his affiliates failed to register as Investment Advisers and/or Investment

Advisor Agents with the State of Connecticut in violation of CUSA.

27. In the fall of 2009, Imbruce identified an investment opportunity involving the

assets of South Texas Oil Company, formerly a publicly traded entity that had filed for

bankruptcy protection (“STXX”). A group of investment partnerships operated by Summerline

Asset Management LLC (“Summerline”) were the principal creditors in the STXX bankruptcy.

In November 2009, Imbruce was in negotiations with Summerline to form a bidding partnership

to acquire the STXX assets in a bankruptcy auction. GOGLP was formed as the Glenrose/ASYM

vehicle to participate in this investment. The general partner of GOGLP was Giddings Genpar

LLC ("Giddings Genpar"), of which Glenrose was the beneficial owner. As a key part of the

deal, Glenrose/ASYM was required to provide debtor in possession (“DIP”) financing of $1.5

million for STXX. As Imbruce once again had no source for these funds, he asked SOSv to fund

the entire $1.5 million DIP loan, and SOSv did so. The DIP financing was funneled through an

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entity named Giddings Investments LLC ("GI") which subsequently assigned the DIP financing

claim to GOGLP.

28. GI, is a Delaware limited liability company and is purportedly owned by Imbruce,

or Giddings Genpar, or one of his other affiliates and is subject to the laws and regulations of

CUSA, DSA and TSA.

29. At all relevant times, Imbruce, exercised complete control over GI with respect to

all aspects of its business and its finances, including as to all dealings with GOGLP, the Giddings

Limited Partners, Starboard, and non-parties, Impetro Resources, LLC and Summerline,

described infra.

30. At all relevant times, Giddings Genpar was the General Partner of GOGLP, was

the purported owner and/or Managing Member of GI, was exclusively controlled and owned by

Imbruce, and was the alter ego of Imbruce.

31. Giddings Genpar is an issuer, investment adviser and/or investment adviser agent

and is subject to the laws and regulations of CUSA, DSA and TSA.

32. Glenrose is the manager of Giddings Genpar, is the alter ego of Imbruce, is an

investment adviser and/or investment adviser agent and is otherwise subject to the laws and

regulations of CUSA, DSA and TSA.

33. GOGLP and Summerline formed an entity named Impetro Resources LLC

(“Impetro”). Summerline made a successful credit bid for the STXX assets subject to the

GOGLP DIP financing. GOGLP invested $4.5 million in Impetro (including the DIP financing),

and received an approximately 40% equity interest in Impetro and a $4.5 million senior secured

note. Summerline received an approximately 60% equity interest in Impetro and a $6.5 million

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second lien note. While Imbruce undertook to raise another $3 million, he was unable to do so.

SOSv provided or raised all of the new cash for GOGLP.

34. Imbruce marketed investments in GOGLP by way of oral representations and

promises, and by way of written literature, which included, among other things, a Confidential

Private Placement Memorandum (“GOGLP PPM”) prepared under his direction, a subscription

agreement, and a limited partnership agreement (“GOGLP LP Agreement”)

35. Imbruce represented to Higgins and other investors that he would invest personal

funds into the GOGLP deal, but he never did.

36. Imbruce and his affiliates acted as aforesaid under CUSA, DSA and TSA to

promote GOGLP as a security investment to the Certain Respondents and/or solicited the

Limited Partners.

37. An investment in GOGLP is a “security” as defined in Section 36b-3(19) of

CUSA. In marketing investment interests in GOGLP for sale, and in subsequently managing

GOGLP through Giddings Genpar, Imbruce acted as an “Investment Advisor” and/or

“Investment Advisor Agent” and/or “Issuer” for the sale of a security as defined in CUSA

Sections 36b-3(11), (12) and (13) respectively.

38. In reliance, in whole or in part, upon the written literature and documents

provided to them by Imbruce, the statements and representations therein and the express oral

promises and representations made by the Claimants, thirteen individuals or entities, including

SOSv, invested and became limited partners in GOGLP.

39. The investors were, for a significant time, unable to verify, despite due diligence,

the veracity and accuracy of Claimants' representations, including whether the Claimants had

actually invested in GOGLP.

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40. Pursuant to the GOGLP LP Agreement, Imbruce and his affiliates charged to the

GOGLP limited partners various fees and expenses, and they presently claim entitlement to

ongoing fees, including fees based upon capital gains to be realized by the Limited Partners,

which are illegal under Connecticut law (CUSA).

41. Aside from being illegal under CUSA, some of the fees and expenses charged and

claimed by Imbruce are not authorized under the GOGLP Partnership agreement.

42. From the time immediately prior to the formation of GOGLP to at least August

31, 2014, Imbruce and his affiliates failed to register as Investment Advisers and/or Investment

Adviser Agents with the State of Connecticut in violation of CUSA.

43. On or about February 25, 2010, FINRA filed a complaint against Imbruce for

willfully violating the Securities Exchange Act of 1934 and FINRA Conduct Rule 2110.

44. Imbruce did not disclose the FINRA Complaint to investors in Hunton or the

Partnerships.

45. In connection with Impetro’s acquisition of the STXX assets in March 2010,

Imbruce directed that certain valuable oil and gas drilling participation rights would be held in

GI. The cash to pay for these assets came from GOGLP, and the partnership documents and

marketing materials described these participation rights as GOGLP assets, indicating a clear

intent on Imbruce’s part to personally benefit from the participation rights outside GOGLP,

despite being paid sizeable fees as general partner of GOGLP.

46. GOGLP is the rightful owner of the Starboard equity held in the name of GI,

and/or any drilling participation rights held in GI and/or contributed to Starboard.

47. In the spring and summer of 2010, Glenrose/ASYM developed plans to raise a

third fund which became ASYM III.

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48. The general partner of ASYM III was ASYM Capital III LLC ("ASYM Genpar").

ASYM Genpar is a Delaware limited liability company, headquartered in Connecticut.

49. ASYM Genpar is an issuer, investment adviser and/or investment adviser agent

and is subject to the laws and regulations of CUSA, DSA and TSA.

50. ASYM Energy Investments LLC (“ASYM LLC”), a Delaware limited liability

company, headquartered in Connecticut, is the manager of ASYM Genpar, is the alter-ego of

Imbruce, is an investment adviser and/or investment adviser agent and is otherwise subject to the

laws and regulations of CUSA, DSA and TSA. At all relevant times, ASYM Genpar was the

General Partner of ASYM III, was exclusively controlled by Imbruce, and was the alter ego of

Imbruce.

51. Imbruce’s target was to raise $20 million with an August 1, 2010 closing date.

ASYM III was to acquire drilling rights on properties adjacent to the properties in which Hunton

and GOGLP had interests. SOSv agreed to put up 25% of the money, up to a maximum of $5

million of an anticipated $20 million total. Imbruce later represented that he actually had raised

only approximately $11 million, so SOSv reduced its commitment to $3.75 million or 25% of the

anticipated total of $15 million. When the ASYM III deal finally closed in December 2010,

Imbruce admitted to Higgins that he had actually raised only approximately $10 million. SOSv

thereupon reduced its commitment to $2.5 million.

52. Imbruce marketed investments in ASYM III by way of oral representations and

promises, and by way of written literature, which included, among other things, a Confidential

Private Placement Memorandum (“ASYM III PPM”) prepared under his direction, a subscription

agreement, and a limited partnership agreement.

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53. Imbruce represented to the limited partners that he would invest personal funds in

ASYM III. Notwithstanding these representations, he did not invest any of his own money.

54. Imbruce and his affiliates acted as aforesaid under CUSA, DSA and TSA to

promote ASYM III as a security investment to the Certain Respondents and/or solicited the

Limited Partners.

55. An investment in ASYM III is a “security” as defined in Section 36b-3(19) of

CUSA. In marketing investment interests in GOGLP for sale, and in subsequently managing

GOGLP through Giddings Genpar, Imbruce acted as an “Investment Advisor” and/or

“Investment Advisor Agent” and/or “Issuer” for the sale of a security as defined in CUSA

Sections 36b-3(11), (12) and (13) respectively

56. In reliance, in whole or in part, upon the written literature and documents

provided to them by Imbruce, the statements and representations therein and the express oral

promises and representations made by the Claimants, eighteen individuals or entities, including

SOSv, invested and became limited partners in ASYM III.

57. At the time that the Claimants were soliciting investors for ASYM III, Imbruce

was being sued by FINRA and failed to disclose this material fact to certain investors.

58. At the time that the Claimants were soliciting investors for ASYM III, Imbruce

was under investigation by FINRA and failed to disclose this material fact to the investors.

59. Pursuant to the ASYM III LP Agreement, Imbruce and his affiliates charged to

the ASYM III limited partners various fees and expenses, and they presently claim entitlement to

ongoing fees, including fees based upon capital gains to be realized by the Limited Partners,

which are illegal under Connecticut law (CUSA).

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60. Aside from being illegal under CUSA, some of the fees and expenses charged and

claimed by Imbruce are not authorized under the ASYM III LP Agreement.

61. From immediately prior to the formation of ASYM III to at least August 25, 2014,

Imbruce and his affiliates failed to register as Investment Advisers and/or Investment Adviser

Agents with the State of Connecticut in violation of CUSA.

62. In the spring of 2011 Imbruce revealed for the first time that the total capital

raised for ASYM III was only approximately $7.3 million of which SOSv had contributed $2.5

million, William Mahoney had contributed $1 million, and other SOSv contacts had contributed

$500,000, for a total SOSv related investment of $4 million, over half the fund. It was not until

November, 2011, when SOSv finally obtained the investor list from Imbruce, that it discovered

that only $6.7 million had been raised, contrary to Imbruce’s prior statements.

63. On or about January 7, 2011, after a hearing before FINRA in connection with its

investigation of Imbruce, FINRA issued a decision, finding that Imbruce willfully violated Rule

105 of Regulation M under the Exchange Act and FINRA Conduct Rule 2110. Imbruce was

ordered censured, suspended from associating with any FINRA member firm in any capacity for

30 days, and fined. Imbruce then appealed the FINRA decision.

64. In early 2011, Imbruce urged Higgins and SOSv to convert SOSv’s revolving

loan to Glenrose into equity and to invest an additional $1 million in Glenrose/ASYM. Higgins

declined. The relationship between Imbruce and SOSv began to erode.

65. In February 2011, Higgins became aware that Imbruce was working on another

acquisition. When Higgins sought information on the investment, which was subject to SOSv's

approval, Imbruce precluded a Glenrose employee from providing it.

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66. On March 22, 2011, Imbruce sent an email to Glenrose/ASYM employees stating

that no information was to be provided to SOSv or Higgins without Imbruce’s approval, despite

provisions in the Term Sheet and the description of Higgins’ role in fund marketing materials.

According to Imbruce’s email, Higgins was “Chairman as a title only and [he] has no authority

in our operations and is not authorized to access our confidential information.” Higgins did not

learn of this email until November 2011.

67. In the spring of 2011, as part of his effort to persuade SOSv to convert its loan to

Glenrose into equity, Imbruce permitted SOSv’s Chief Financial Officer to review

Glenrose/ASYM’s financial information, but not the financials of the partnerships. SOSv

discovered that Imbruce had spent $12,000 of Glenrose/ASYM funds to buy a sail for his

sailboat. Imbruce claimed it was an advertising expense because he had put the ASYM logo on

it. Imbruce had also caused ASYM to lease a Cadillac Escalade that he claimed was needed for

transportation to the airport, though it was subsequently learned that the vehicle was for his

wife’s personal use. While these expenses were relatively modest, SOSv’s confidence in

Imbruce continued to waiver.

68. Imbruce and SOSv had contemplated that the exit strategy for the investors in the

Partnerships would be a combination of the Partnerships’ assets into an entity that could achieve

a larger scale and ultimately go public. To that end, in the spring of 2011, Imbruce began

discussions with Summerline about a “roll-up” transaction, which would combine the assets of

Impetro (which included GOGLP), Hunton and ASYM III into a single entity (“Newco”) with

the ultimate goal of taking Newco public.

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69. On May 9, 2011, Imbruce sent Higgins Summerline’s proposed term sheet for a

roll-up transaction dated May 6, 2011 (the “Roll-Up Term Sheet”), along with a transmittal email

inviting Higgins’ “thoughts” on the Roll-Up Term Sheet.

70. Higgins responded the next day, raising a number of concerns including:

a. The Roll-Up Term Sheet contemplated the formation of Newco as a

Delaware corporation (as distinguished from an LLC) which would

acquire all of Summerline’s interest in Impetro in return for 6.57% of

Newco’s stock and an $800,000 cash payment. Higgins raised concerns

about the source of the cash.

b. The Roll-Up Term Sheet contemplated that Newco would become a public

entity through a reverse merger into a public shell company (“Reverse

Merger Obligation”) within 90 days following the closing of the Roll-Up

(“Closing Date”) or as soon thereafter as practicable. Higgins expressed

the concern that because of the need for audited financial statements for a

public company and the time required for the Securities and Exchange

Commission (“SEC”) to review and comment on the transactional

documents, such a short time frame was unrealistic.

c. The Roll-Up Term Sheet provided that if Newco failed to use its best

efforts to complete the Reverse Merger Obligation within six months of

the Closing Date, Summerline could require Newco, upon 20 days’ prior

written notice, to buy back Summerline’s Newco stock for $18.4 million

(the “Summerline Put”). Higgins objected to the Put concept raising

concerns as to the potential for a dispute over “best efforts” and the

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potential consequences if Newco was not able to pay the Summerline Put

price, since Newco was not anticipated to have that amount of cash

available.

d. The Roll-Up Term Sheet also contemplated that if the Reverse Merger

Obligation was not satisfied within 150 days of the Closing Date, Newco

would pay Summerline a “Going Public Delay Fee” of $25,000 per month

until the Reverse Merger Obligation was satisfied. Higgins expressed

serious concerns about funding such an obligation.

71. While the Roll Up negotiations were ongoing with Summerline, Imbruce on May

18, 2011, caused ASYM to enter into a so-called “Consulting Agreement” ("Consulting

Agreement") with David Kattay (“Kattay”) and Robert Brantman (“Brantman”), two principals

of Summerline. Pursuant to this agreement, Kattay and Brantman were to provide “non-

discretionary advisory services” with respect to a Newco going public transaction and Newco’s

prospective purchase of additional oil and gas properties. For these services, ASYM

contractually committed to pay a non-refundable fee of $225,000 to each of Kattay and

Brantman and an unspecified additional fee upon Newco’s becoming a publicly traded entity.

72. The Term Sheet required an approving vote of both Imbruce and SOSv for an

expenditure of this magnitude. However, Imbruce did not seek SOSv’s approval for the

Consulting Agreement and told SOSv only that he had signed a consulting deal with

Summerline. At that time, Imbruce instructed Higgins not to communicate with Summerline.

SOSv only learned the details of this agreement when an ASYM employee gave Higgins a copy

of the agreement in or about November 2011.

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73. Imbruce’s response to Higgins’ objections with respect to the proposed Roll-Up

terms was, in essence, “Don’t worry, I will take care of it.” Higgins repeatedly asked Imbruce

for drafts of the Roll-Up transaction documents, as the Term Sheet required SOSv’s consent to

the transaction. Imbruce ignored Higgins’ requests. In addition to the Term Sheet provisions,

the Roll-Up required SOSv’s consent for a separate reason. The LP Agreements incorporated by

reference the agreements by which investors had subscribed for limited partnership interests.

Each of the subscription agreements contained a provision to the effect that: “This Agreement or

any interest herein may not be assigned by either party without the written consent of the other

party.” [Emphasis added.] Since the Roll-Up assigned the Partnerships’ assets to Newco, the

Roll-Up transaction in effect assigned “any interest” in the LP Agreements to Newco, thereby

invoking the consent provision in the subscription agreements. Accordingly, the Roll-Up

required the consent of all of the investors who had purchased limited partnership interests in the

Partnerships.

74. Imbruce intentionally concealed from SOSv the details of the Roll-Up transaction

and drafts of the underlying documents, claiming the transaction was still up in the air. SOSv

told Imbruce that a roll-up of three distinctly separate hard asset investment partnerships into less

secure equity interests in a new limited liability company converted limited partners’ interests

into a very different security, which would require normal investor protections and investor

consents for major corporate actions. That was particularly so here, where the investors had

provided 100% of the funding and Imbruce had not invested any of his own money.

75. In a June 1, 2011 email to Higgins, Imbruce represented that in connection with

the Roll-Up, GOGLP would receive $365,000. Imbruce separately told Higgins this money

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would be distributed to limited partners in GOGLP. This sum was never distributed to GOGLP

Limited Partners, however, Imbruce wrongfully paid himself 20% thereof.

76. On June 7, 2011, Imbruce emailed Higgins asking if he could set up “a call for

midweek next week to review [the] roll up” with SOSv principals. A meeting was scheduled for

June 16, 2011. Based on prior practice and the Term Sheet, Higgins and his SOSv colleagues

understood the purpose of this meeting to be to review the deal documents, discuss concerns, and

obtain SOSv’s approval for the Roll-Up.

77. The meeting on June 16, 2011 began with a financial review of the Roll-Up which

appeared favorable. What had previously been generically denominated “Newco” now was

Starboard Resources LLC. The basic structure of the transaction was that Summerline and

GOGLP received Starboard membership units in exchange for cash and their interests in

Impetro, and Hunton and ASYM III received Starboard membership units in exchange for cash

and their oil and gas assets.

78. The SOSv representatives participating in the June 16, 2011 meeting asked for the

proposed Operating Agreement for Starboard. Upon review, they were shocked to see that

instead of giving investors a vote in major transactions, Imbruce had structured the Starboard

Operating Agreement to give him total control of Starboard. In particular:

a. The Starboard Operating Agreement designated ASYM as Starboard’s

manager with full managerial control over the “property, business or

affairs” of Starboard.

b. Starboard would be under the direction of a board of directors consisting

of three members, two of whom would be designated by Glenrose, and

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one of whom would be designated by a vote of a majority in interest of

Starboard’s members.

c. The member designating each director had the authority to remove such

person from the board.

d. As the Partnerships owned a majority of the Starboard membership

interests, and Imbruce controlled the general partners of each of the

Partnerships, he effectively controlled the Partnerships’ vote of their

Starboard membership interests. Moreover, as Imbruce also controlled

Glenrose, he effectively controlled the membership of the Starboard

board.

e. The three initial members of the Starboard board were Imbruce (as

Chairman), Higgins, purportedly designated by Glenrose, and Michael

Pawelek, Starboard’s Chief Executive Officer. Per the Operating

Agreement, Imbruce, through his control of ASYM as manager of

Starboard, controlled Pawelek’s contrived employment. Thus, Imbruce

effectively controlled the Starboard board.

f. An amendment to the Starboard Operating Agreement could be effected

only with the approval of the Starboard board.

79. When the SOSv representatives at the June 16, 2011 meeting expressed vigorous

objection to the terms of the Starboard Operating Agreement, Imbruce informed them, for the

first time, that the Roll-Up transaction had already closed on June 11, 2011, and it was therefore

a done deal which could not be changed. He also refused to approach Summerline to make any

changes. Imbruce had thus concluded the Roll-Up without SOSv’s knowledge or consent in

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blatant violation of the Term Sheet commitment to partner with SOSv in significant investment

decisions.

80. As a consequence, SOSv refused to fund its $2.2 million share of a capital call in

GOGLP and ASYM III, demanding first that the Starboard Operating Agreement be amended to

provide standard investor protections. Imbruce immediately threatened forfeiture of SOSv’s

entire $7.5M investment in the two Partnerships, and SOSv timely funded the capital call under

protest.

81. Higgins, on behalf of SOSv, demanded to see the other transaction documents.

As Imbruce initially refused to provide them, SOSv did not become aware of many of the Roll-

Up terms until November 2011.

82. The dispute over the Starboard Operating Agreement, Imbruce’s having acted

unilaterally, and Imbruce’s refusal to provide the Roll-Up transaction documents led to heated

discussions between Imbruce and Higgins, and acerbic, angry communications between Imbruce

and other SOSv representatives. In these confrontations, Imbruce repeatedly expressed the view

that he was in charge of the investments, that no one could tell him what to do, that he had total

discretion notwithstanding SOSv’s having invested the great majority of the money used to

acquire the Partnerships’ assets that Starboard now held, and that he had total discretion as to

whether or not SOSv would ever receive any return on its investment. He stated that SOSv’s

investment was his risk capital to invest as he saw fit.

83. In subsequent discussions, Imbruce indicated a willingness to make changes to the

Starboard Operating Agreement, but only in return for some concession from SOSv. Initially he

sought to induce SOSv to convert its debt investment in Glenrose/ASYM to equity in Starboard.

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He then falsely claimed that he had a buyer for SOSv’s interest. SOSv responded that it would

maintain its investment position and its rights under the Term Sheet.

84. While these disputes were ongoing, Imbruce prepared a presentation for the

limited partners on Starboard and the Roll-Up (the “July 2011 Roll-Up Presentation”). Among

other things, this presentation:

a. Indicated that the Partnerships owned 87.4% of Starboard, while

Summerline owned 12.6% and had received $1.25 million in the

transaction;

b. Stated that the exit strategy for the limited partners was a reverse merger

into a public entity;

c. Estimated that a merger between Starboard and a publicly traded entity

would occur in the first quarter of 2012;

d. Identified Higgins as Chairman of Starboard’s board (notwithstanding the

provision in the Starboard Operating Agreement that Imbruce was

Chairman);

e. Inaccurately stated that investor rights were “Standard under Delaware

Law”;

f. Contained excessively inflated valuations of the oil and gas assets

contributed to Starboard in the Roll-Up that had no basis in fact because,

inter alia, no contemporaneous reserve valuation had been done;

g. Depicted GI’s assets as part of GOGLP’s contribution to Starboard;

h. Stated that GOGLP had received $350,000 in connection with the Roll-

Up, consisting of a bond call premium and accrued bond interest;

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i. Summarized Higgins’ distinguished credentials followed by biographical

paragraphs on Imbruce and Pawelek;

j. Stated that “ASYM expects to distribute each [limited partner’s]

respective shares upon [Starboard’s] merging with the SPAC [special

purpose acquisition company] and the expiration of any restricted period,

which will allow each investor the opportunity to sell, hold and/or borrow

against the stock and consider their own tax issues. It is anticipated that

the [Partnerships] will thereafter be dissolved”; and

k. Stated that Imbruce would not receive any fees in connection with the

Starboard Roll-Up.

85. Imbruce convened a conference call with the limited partners on July 22, 2011, to

inform them about the Roll Up and plans for Starboard. In that call, Imbruce stated that he

expected a Starboard going public merger to occur in the first quarter of 2012, that Starboard

stock would be actively trading by the second quarter of 2012, that any restrictions on the free

trading of Starboard stock would be removed within a year, and that he would thereafter dissolve

the Partnerships and distribute their Starboard stock to the limited partners. During this

conference call and other calls, Imbruce claimed his entities would not receive any fees in

connection with the roll up, did not disclose the existence of the Summerline Put, the Going

Public Delay Fees or the fact that GI was purportedly owned by Claimant, Giddings Genpar, and

not GOGLP. Moreover, again, the Claimants misrepresented and inflated the valuation of the

Starboard Assets. Imbruce also did not disclose the FINRA investigation and FINRA’s adverse

findings against him, which ultimately were discovered by the Limited Partners.

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86. Thus, as of mid-July 2011, Imbruce conveyed to the limited partners a clear

strategy, to wit: manage Starboard so it could effect a merger which would convert the

Partnerships’ assets into stock of a publicly traded entity, then distribute the stock to limited

partners and dissolve the Partnerships which at that point would no longer have any reason to

exist.

87. As heated and contentious discussions concerning necessary revisions to the

Starboard Operating Agreement and Imbruce’s refusal to provide transaction documents to SOSv

continued, Imbruce in August 2011 purported to remove Higgins from the Starboard board of

directors. Imbruce also barred Higgins from ASYM’s offices and from access to Higgins’

ASYM email account.

88. In or about August 2011, SOSv learned that in connection with the Roll-Up,

Glenrose/ASYM had purchased from Summerline certain overriding royalty interests (“ORRIs”)

in the Impetro assets at a very favorable price, without having offered the purchase to Starboard.

Imbruce had made this investment without the consent or knowledge of SOSv, once again in

violation of the Term Sheet. Even though SOSv ostensibly benefitted from this acquisition by

virtue of its interest in Glenrose/ASYM, SOSv insisted that Imbruce offer it to Starboard or to

the Partnerships. Imbruce falsely claimed that the Partnerships did not have the requisite funds

to make the acquisition.

89. Also in August 2011, SOSv learned that Imbruce was negotiating for Starboard’s

acquisition of two oil and gas entities. Instead of structuring these transactions as a direct

purchase by Starboard, Imbruce planned to acquire the assets through separate entities in which

he or an affiliate would have a controlling interest so that he could then sell the acquired

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properties at above market valuations to Starboard for his own personal profit and charge the

Partnerships hidden fees. Imbruce's self-dealing and deception continued.

90. In late August or early September of 2011, Higgins learned that Imbruce was

negotiating an $11 million line of credit for Starboard operating capital with Mutual of Omaha

Bank (“MOB”). On September 2, 2011, Imbruce gave Higgins a proposed credit agreement with

MOB and sought his approval both “as a director of Starboard as well as on behalf of” SOSv.

Apparently, Imbruce had withdrawn or overlooked his earlier purported dismissal of Higgins

from the Starboard board.

91. In a conversation with Starboard’s CEO, Mike Pawelek, in late September 2011,

Higgins learned that an Imbruce entity, at Imbruce’s direction, had been charging Starboard

$24,000 a month for the assistance of its employees, including Lee. Glenrose/ASYM, however,

was already earning fees of more than $300,000 per year from the Partnerships pursuant to the

LP Agreements, and purportedly providing its employees a salary from those funds. In short,

Imbruce was double dipping. Even though SOSv indirectly benefitted from this conduct by

virtue of its 25% interest in Glenrose/ASYM, SOSv demanded that Imbruce cease this double

payment and reimburse such amounts to Starboard immediately.

92. In connection with Starboard, Imbruce charged the Partnerships fees and expenses

despite falsely claiming they would not receive any fees in connection with the Roll Up. To this

date, Imbruce is wrongfully claiming fees generated through the Roll Up in connection with

acreage acquired by Starboard and not the Partnerships.

93. SOSv refused to participate in approval of the MOB credit agreement without (a)

amendments to the Starboard Operating Agreement to give limited partners some control and

oversight, and (b) review of the documents by which the Roll-Up had been effected. Heated

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exchanges continued. In November 2011, an ASYM employee gave Higgins a copy of the Roll-

Up transaction documents, apparently without Imbruce’s permission. As a result, SOSv for the

first time learned all of the terms of the deal.

94. The primary transaction document was the Securities Purchase and Exchange

Agreement dated as of June 10, 2011 (“SPEA”). SOSv was surprised and angered to find that

the SPEA contained a number of provisions to which Higgins had objected in May, including:

a. The SPEA provided for the Summerline Put, that is, if Starboard failed “to

use its commercially reasonable efforts to consummate” a merger by

which Starboard would become a public entity within six months of the

Closing Date, each of the Summerline funds on 20 days’ notice could

require Starboard to repurchase all of their membership interests in

Starboard, (an aggregate purchase price of $18.4 million if all Summerline

funds exercised the Summerline Put);

b. The SPEA also provided for a going public delay fee such that if

Starboard did not complete a merger within 150 days of the Closing Date,

the Company would pay to each of Summerline and GOGLP a going

public delay fee of approximately $28,000 and $36,000 per month,

respectively.

95. These provisions were a ticking time bomb planted within Starboard.

a. There was no reasonable prospect that Starboard could accomplish a

merger within the specified time periods. The necessary steps, including

identifying an appropriate and interested candidate, preparing audited

financial statements, negotiating a transaction, completing the

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counterpart’s due diligence, preparing appropriate SEC filings, and

obtaining SEC approval simply could not be accomplished within the

stated time limitations. In fact, (i) Imbruce's July 2011 Roll-Up

Presentation estimated public status for Starboard no earlier than the first

quarter of 2012, and (ii) Starboard’s financial statements for the three

months ended September 30, 2011 stated that Starboard expected to

achieve a public listing in September 2012, both estimates well after the

date on which Summerline could exercise its Put.

b. Starboard had limited cash resources and payment of the going public

delay fee would drain resources needed for operations and acquisitions,

placing its continued functioning at risk.

c. Starboard did not have $18.4 million to pay the aggregate Summerline Put

price. As of September 30, 2011, Starboard’s cash balance was $3.2

million, and its total current assets were $4.4 million against total current

liabilities of $2.2 million. As SOSv later discovered, Imbruce had falsely

inflated the balance sheet value of Starboard’s oil and gas assets. Thus, if

Summerline exercised the Summerline Put, Starboard’s other investors,

primarily SOSv, would be faced with the choice of investing substantial

additional funds so that Starboard could pay the Put price, or allowing

Starboard to file for bankruptcy, in which case the entire investment would

likely be lost.

d. To the extent the going public delay fee provided compensation to

Summerline and GOGLP for the delay in converting their private interest

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in Starboard into publicly traded securities, it discriminated against

Hunton and ASYM III, as the SPEA had no similar mechanism for the

investors in those partnerships.

96. The Claimants stood on both sides of the SPEA and Roll-Up transaction.

Claimants controlled Starboard as the managing member, sole officer, and effectively, sole board

member. Through the Claimant General Partners, they also controlled the Partnerships who were

selling their assets to Starboard in exchange for equity therein and/or buying Starboard equity for

cash.

97. No matter what happened, Imbruce would receive fees. If a reverse merger

occurred, Imbruce would purportedly receive a fee under the Limited Partnership Agreements. If

a reverse merger did not occur, Imbruce would continue to receive Management and other fees

purportedly under the Partnership Agreements, and going public delay fees under the SPEA.

Unlike the Limited Partners, he couldn't lose.

98. In addition to keeping SOSv in the dark about the Summerline Put and the going

public delay fee, Imbruce concealed this critical information from the other limited partners as

well. The July 2011 Roll-Up Presentation contained no mention of either obligation, effectively

portraying the Roll-Up to limited partners as an exchange of first lien debt and producing oil

wells for a secure, debt free company.

99. The Roll-Up transaction documents, including the Kattay/Brantman Consulting

Agreement (¶ 71 above), revealed that Imbruce had improperly used Partnership funds without

authorization and exposed SOSv and the other limited partners to excessive risk in order to

induce Summerline to effect the Roll-Up. While a sophisticated party like Summerline would

normally insist on standard investor protections such as a board of directors elected by a vote of

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investors, the Starboard Operating Agreement gave Imbruce virtually complete control over

Starboard. In return for relinquishing control of Summerline’s assets to Imbruce, Summerline‘s

principals personally received the up front $450,000 "Consulting Agreement" payment made

with Partnership funds, plus a guaranteed minimum return of $18.4 million on exercise of the

Summerline Put. (The payment was secure since the Partnership assets conveyed to Starboard in

the Roll-Up could be sold to pay the Summerline Put price if necessary.)

100. SOSv then discovered that Imbruce had not disclosed anything about the

Summerline Put in the financial information he had given MOB in support of the Starboard line

of credit application. The Summerline Put was a significant contingent liability of Starboard,

obviously material to any prospective lender, which had to be disclosed in Starboard’s financial

statements. SOSv further learned that Imbruce had not even told Starboard’s lawyers about the

Summerline Put. If the MOB line of credit application had proceeded without disclosure of the

Summerline Put, Imbruce could have exposed Starboard and the individuals involved in the

application, including SOSv whose approval of the application Imbruce aggressively sought, to

civil and criminal penalties which likely would have resulted in the collapse of Starboard and the

loss of the Partnerships' entire investment. SOSv demanded that Imbruce immediately disclose

the Summerline Put to MOB.

101. At that point, given Imbruce's persistent pattern of deception and dishonesty,

SOSv decided to pursue legal remedies. In December 2011, SOSv and an affiliate filed suit

against Imbruce, Glenrose and ASYM in Connecticut Superior Court. The complaint alleged

breaches of the Term Sheet, fraudulent conduct by Imbruce, self-dealing, usurpation of corporate

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opportunities, fraudulent concealment of material information, and other breaches of fiduciary

duty.

102. The lawsuit was resolved through a series of agreements dated January 20, 2012,

(hereinafter collectively the "2012 Settlement Agreements") including:

a. An Agreement Regarding Starboard Resources LLC between and among

SOSv and the three Imbruce owned limited liability companies that served

as the general partners of the Partnerships (the “Starboard Agreement”);

b. A Mutual Release Agreement between and among SOSv, an SOSv

affiliate, Higgins, and Imbruce (the “Release”);

c. The Amended and Restated Limited Liability Company Operating

Agreement of Starboard Resources LLC (the “Amended Starboard

Operating Agreement”);

d. An Agreement Regarding the Purchase and Sale of Overriding Royalty

Interests (“ORRI Agreement”); and

e. An Agreement Regarding Certain Relationships between ASYM LLC and

SOSventures LLC (“Relationship Agreement”).

103. The Starboard Agreement, among other things:

a. Confirmed the Roll-Up;

b. Amended the LP Agreements to provide that in situations where the

Amended Starboard Operating Agreement would require consent or

approval of the members of Starboard, the general partner of each

Partnership (Imbruce controlled each general partner entity) would submit

such matters to the Partnerships’ respective limited partners for a vote, and

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each Partnership’s approval would require affirming votes from limited

partners holding collectively 87.5% of the Partnerships’ interests;

c. Contractually committed Imbruce and his general partner entities to the

strategy he had conveyed to limited partners in July, 2011 (paragraphs 84-

86 above) by providing that upon “Monetization” of Starboard, each of the

partnerships would be dissolved and defining “Monetization” as “the

receipt of a liquidating distribution in cash from Starboard or its

successors, including a corporate successor formed for the purpose of

effecting a public offering, or the receipt of unrestricted and freely

transferable securities registered under the Securities Act of 1933, as

amended, in connection with a going public transaction at Starboard . . .

however effected.” This provision was incorporated into each of the

Partnership agreements by amendment.

104. In the Release, each of the parties granted the other a release from liability on any

claims that could result from conduct prior to January 20, 2012. The Release, however, excluded

“the respective rights and obligations of the parties” set forth in the Release and the other

January 20, 2012 agreements.

105. The Relationship Agreement, which Imbruce signed on behalf of Glenrose and

ASYM, contained a representation by ASYM that it had used “commercially reasonable efforts”

to negotiate a merger by which Starboard would become publicly traded. In connection with the

2012 Settlement Agreements, the Claimants also represented that they had not diverted any oil

and gas opportunities from Asym or Starboard. These representations were false and misleading,

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and did not satisfy conditions precedent to the binding effect of any release from SOSv to the

Claimants.

106. These representations were material to SOSv’s decision to enter into the January

20, 2012 agreements. The representations were false and Imbruce knew they were false.

Imbruce had presented potential counterparties falsely inflated reserve valuations as a basis for

demanding unreasonable transaction terms. As of January 20, 2012, SOSv and other limited

partners were not aware of Imbruce’s efforts to mislead potential counterparties.

107. By fraudulently inflating the valuation of the Starboard assets, inter alia, the

Claimants diverted oil and gas opportunities from Starboard and did not use commercially

reasonable efforts to "consummate the merger" as defined under the SPEA.

108. If the Claimants had not fraudulently inflated the valuation of the Starboard

assets, it is likely that a merger as defined under the SPEA, or an asset sale, would have been

consummated, thereby avoiding the going public delay fees. The Claimants’ breach of these

representations renders SOSv's release under the 2012 Settlement Agreements null and void.

109. Moreover, the false representations contained in the settlement are also actionable

and not subject to the release.

110. Aside from the exceptions and conditions precedent to the Release, because the

Claimants were, at the time the Settlement Agreement was executed, in violation of CUSA, DSA

and TSA, they are precluded from enforcing the 2012 Settlement Agreements to their benefit

under CUSA §36b-29h, DSA §73-605(f) and TSA §581-33(k).

111. In the ORRI Agreement, Glenrose conveyed the ORRIs (¶88 above) to Starboard

at Glenrose’s cost.

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112. The Amended Starboard Operating Agreement provided, in material part, as

follows:

a. Starboard’s property, business and affairs would be conducted and

managed by a board of directors provided, however, its Chief Executive

Officer would manage its day-to-day administrative operations.

b. The board of directors would consist of six members: the CEO, a director

designated by ASYM, a director designated by SOSv, a director

designated by Summerline, and two independent directors. As of the

effective date of the Amended Starboard Operating Agreement, the board

consisted of CEO, Michael Pawelek, ASYM designee Imbruce, SOSv

designee William Liao, Summerline designee Peter Benz, and independent

directors William Mahoney and Charles Henry III.

c. All board action required the affirmative vote of a majority of the directors

then in office, but in the event of a vacancy, no board actions could occur

until there were at least four directors.

d. A director could be removed from the board by a unanimous

determination by all the other directors that the offending director had

failed to perform his duties and responsibilities and had failed to remedy

his behavior after notice, had committed an act of dishonesty with respect

to Starboard, had committed a felony or any act of misappropriation,

embezzlement, fraud or moral turpitude which adversely affected

Starboard, or had violated a federal or state law or regulation applicable to

Starboard.

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113. Following January 20, 2012, the principal activities of the Starboard board

included negotiating a resolution of the Summerline Put, which MOB and other potential lenders

required as a condition of granting a line of credit, and pursuing a going public transaction. In a

meeting of the Starboard board on February 9, 2012 in which Imbruce participated, the board

established an Acquisition/Transaction Committee (“ATC”) composed of Messrs. Liao and

Henry, and approved a resolution empowering the ATC to “determine what is appropriate to

release and what non-compete and non-disclosure agreements are needed” with respect to any

discussions with third parties.

114. The Starboard board subsequently learned that, notwithstanding the foregoing

resolution, Imbruce had engaged in an unauthorized disclosure of Starboard confidential

information to a third party, Gastar, as part of a unilateral effort to attract potential acquirors.

When the unauthorized conduct was called to his attention, Imbruce claimed that he thought he

was a member of the ATC, even though he plainly knew he was not as he had participated in the

meeting that had established the ATC and its membership as Messrs. Liao and Henry.

Accordingly, Starboard’s then counsel, William Farah, on February 29, 2012, sent Imbruce a

letter stating that Imbruce was not authorized to disclose Starboard confidential information to

anyone and demanding on Starboard’s behalf that Imbruce “immediately cease and desist your

unauthorized disclosure of Starboard information to any individuals or companies and

immediately return to Starboard or destroy all Starboard information in your possession. . . . .”

115. In a meeting of the Starboard board conducted on April 20, 2012, the board voted

unanimously to ask Imbruce to resign as a director and to remove him as a director. Among the

reasons for this decision were:

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a. On February 27, 2012, the board, including Imbruce, had voted to proceed

with an underwriting with Aegis Capital (“Aegis”). As part of its due

diligence, Aegis had learned that FINRA had, in or about January 2011,

determined after a hearing that Imbruce had willfully violated certain

FINRA regulations, and had disciplined him therefor. Aegis determined

that Imbruce’s presence on the Starboard board would impede a successful

public offering, and concluded it would therefore not proceed with the

underwriting as long as he remained on the board.

b. Summerline’s personnel had concluded that Imbruce had been dishonest

with them on a number of occasions. Summerline designee to the

Starboard board, Peter Benz, stated that if Imbruce remained on the board,

Summerline would exercise the Summerline Put and thereby liquidate its

investment in Starboard. Starboard did not then have the cash necessary

to make the Put payment, and Summerline’s exercise of the Summerline

Put would likely have required Starboard’s liquidation.

c. Starboard was in the process of converting from a limited liability

company to a corporation in order to facilitate a going public transaction.

Imbruce had delayed the conversion process, and thereby lengthened the

period during which Starboard was obligated to pay the going public delay

fee, by not providing comments on relevant documentation and

withholding necessary consents. Imbruce was personally motivated to

delay a going public transaction for Starboard because Starboard’s

becoming a public entity would result in the liquidation of the

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Partnerships, thereby ending the illegitimate fees the Imbruce-controlled

general partners were charging the limited partners, and the going public

delay fee that GOGLP claimed pursuant to the SPEA.

d. In April 2012, Imbruce had impermissibly shared confidential Starboard

information with Summerline and had misrepresented material facts about

Starboard to Summerline, thereby committing an act of dishonesty with

respect to Starboard.

116. Acting selfishly and without regard to the interests of the Partnerships’ limited

partners whose investments were now completely committed to Starboard, Imbruce initially

refused to resign thereby putting at risk Starboard’s strategy and the interests of the Partnerships’

limited partners. Despite his refusal, the Starboard board made his removal effective. Imbruce

then sent a letter to the board purportedly resigning, but conditioning his resignation on

Starboard’s agreement to retain him as an advisor. Starboard rejected Imbruce’s conditions.

Imbruce then appointed Craig Dermody to replace him as the ASYM designee on the Starboard

board.

117. In retaliation, Imbruce, acting through ASYM III’s general partner which he

controlled, issued a capital call to ASYM III limited partners dated April 30, 2012, pursuant to

the ASYM III LP Agreement, purportedly to fund an investment in a public company. After

protest by the ASYM III limited partners, Imbruce withdrew the capital call.

118. In mid May 2012, SOSv funded an emergency $900,000 bridge loan to Starboard.

119. Also in May 2012, limited partners in the Partnerships demanded that Imbruce

personally compensate Summerline to effect the waiver of the Summerline Put. Imbruce offered

to Summerline the equity of GI, thereby informing limited partners for the first time that

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GOGLP’s general partner, Giddings Genpar, which he owned, not GOGLP, owned GI.

Contemporaneously, investors learned that Imbruce had told Summerline that he (or an affiliate)

owned GI, and that GI had been his contribution to Starboard. These statements contradicted the

July 2011 Roll-Up Presentation and a January 2012 newsletter to limited partners in which

Imbruce had described GI as owned by GOGLP.

120. SOSv also discovered audit documents containing Imbruce’s representations to

auditors that Giddings Genpar, the general partner of GOGLP, owned GI, without any indication

that Giddings Genpar held GI for the benefit of GOGLP, as Imbruce had previously represented.

121. The limited partners perceived this as an effort by Imbruce to use their assets as

consideration for the waiver of the Summerline Put, in order to avoid using a portion of his own

fee. In short, it appeared that Imbruce was trying to appropriate GI for his own benefit.

122. GOGLP’s limited partners formally demanded that Imbruce convey to GOGLP

the Starboard equity GI held.

123. Imbruce told Lee that he would retain GI’s assets to use as a bargaining chip with

SOSv and the limited partners.

124. On or about May 7, 2012, FINRA rejected Imbruce's appeal of its adverse

decision against him and affirmed said decision, again finding that Imbruce willfully violated the

Securities Act of 1934 and FINRA Conduct Rule 2110.

125. On or about June 28, 2012, Starboard converted from a Delaware limited liability

company to a Delaware corporation. As a result of the conversion, the Partnerships’ interests in

Starboard were converted from membership interests to shares of Starboard common stock.

126. Imbruce sent the limited partners a notice dated July 12, 2012 purporting to

distribute to each limited partner a pro rata share of 30% of each Partnership’s interest in

39

Starboard. If Imbruce had distributed all of the Partnerships’ Starboard interests to the limited

partners, the Partnerships, per the LP Agreements, would have been dissolved, thereby depriving

Imbruce’s general partner entities of a myriad of fees, some of which were unauthorized under

the Partnership Agreements. As a result of the conversion, Imbruce was no longer performing

substantial management services for the Partnerships, and there was no business reason for the

Partnerships to continue to exist. Imbruce, however, wanted his controlled general partner

entities to continue receiving lucrative fees. In any event, notwithstanding the July 12, 2012

notice, no distribution to limited partners of shares in Starboard was effected at that time.

127. On or about July 20, 2012, Starboard and Summerline entered into agreements

resulting in the waiver of the Summerline Put. In return, Summerline received an additional 5%

of Starboard’s equity, increasing its total equity position to approximately 17.6%.

128. In late July 2012, Starboard repaid the SOSv bridge loan. SOSv agreed to forego

interest.

129. As a result of the Summerline Put waiver, in late August 2012, Starboard finally

secured a bank line of credit.

130. By letter dated December 13, 2012, Imbruce informed the limited partners of the

Partnerships that: GI’s assets then consisted of 550,000 shares of Starboard common stock; GI

had been holding its assets for the benefit of both GOGLP and ASYM III; the allocation of those

assets between GOGLP and ASYM III had been unclear; and the Partnerships’ general partners

(i.e. Imbruce) had decided to allocate 330,503 shares, or 60.1% of the total, to GOGLP, and

219,497 shares, or 39.9% of the total, to ASYM III. Imbruce offered no basis for this allocation.

131. The letter’s statement that both GOGLP and ASYM III “had rights under a certain

participation agreement between” GI and Impetro made no sense. ASYM III was formed well

40

after GOGLP participated with Summerline in the acquisition of the Impetro assets, and the July

2011 Roll-Up Presentation had clearly shown GI as part of GOGLP’s contribution to Starboard.

In all prior communications about GI, including those in connection with the waiver of the

Summerline Put, neither Imbruce nor his counsel had asserted that ASYM III had any interest in

GI.

132. In December 2012, the Connecticut Department of Banking, Securities and

Business Investment Division (the “Division”) opened an investigation into whether Imbruce had

acted as an investment advisor in connection with the Partnerships without being registered as

required by CUSA, inter alia. On or about December 19, 2012, the Division sent a letter to

counsel for the Claimants. In said letter, the Division informed the Claimants of the following:

"[S]ince the General Partners did not manage funds exceeding $25,000,000,… [they were not]

exempt… from investment adviser registration under State law."

133. In an effort to avoid potential liability under the Connecticut securities laws,

Imbruce in January 2013 caused the Partnerships’ general partners to offer to refund limited

partners’ investments plus interest. The offer, however, was a sham, as Imbruce and his general

partner entities did not have the money necessary to make good on the offer. The aggregate

investment in the Partnerships was approximately $15.5 million.

134. By early 2013, it had become clear to the limited partners that since January 2012,

Imbruce had continued acting dishonestly with respect to the Partnerships, that he had attempted

to appropriate Partnership assets for his own benefit, that he had been acting solely in his own

interests with regard to the Partnerships’ investments in Starboard, and that he had damaged the

Partnerships’ investment in Starboard by his misuse of Starboard confidential information and by

deliberately delaying Starboard’s efforts to become a public entity.

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135. Per the January 20, 2012 amendments to the LP Agreements, a vote of limited

partners holding 87.5% of the interest in each Partnership was necessary to remove the Imbruce-

owned entity as the Partnership’s general partner. In February 2013, the requisite majority in

interest of each of the Partnerships voted for the removal of each Partnership’s general partner.

136. On or about February 6, 2013, Giddings Genpar received formal notice of its

removal as general partner of GOGLP.

137. On or about February 7, 2013, Hunton Genpar received formal notice of its

removal as general partner of Hunton.

138. On or about February 28, 2013, ASYM Genpar received formal notice of its

removal as general partner of ASYM III.

139. Each of the notices of removal identified Charles Henry III, a limited partner and

Starboard director, as the successor general partner of each Partnership.

140. By no later than April 29, 2013, each of the notices of removal became effective

and Henry became the general partner of each Partnership.

141. As of early 2013, the Partnerships had no business purpose. They simply held

Starboard stock for the benefit of the limited partners. Imbruce, however, contested removal of

his general partner entities, solely as a basis to maintain a claim to entitlement to various fees for

which the general partners were performing no meaningful service as the Partnerships simply

held stock in a company that was being effectively managed by its own board of directors and

management team.

142. In mid-May 2013, Starboard filed a Form 10 with the SEC. The Starboard Form

10 stated, accurately, that more than 80% of Starboard’s common stock was owned either by the

Partnerships or the limited partners, and control of the stock was in litigation in Connecticut

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Superior Court. The Form 10 stated that while the lawsuit was pending, Starboard was “likely to

have corporate governance issues in shareholder meetings due to possible conflicts as to who can

vote the majority” of the common stock. The Form 10 further noted continuing accrual of the

going public delay fee which exceeded $700,000 on an annual basis. Imbruce’s contesting the

removal of his general partner entities was adversely affecting Starboard’s ability to pursue its

business plan while giving him a basis to continue claiming management and going public delay

fees.

143. On or about October 25, 2013, Starboard filed with the SEC a form S-1/A

Registration Statement of its common stock (“Registration Statement”). The Registration

Statement became effective on or about November 12, 2013. As a result, a monetization event

as defined in the January 20, 2012 Starboard Agreement had occurred. In February 2014,

Starboard delivered to its transfer agent stock certificates that had been issued to the Partnerships

with directions to remove the restrictive legends on the certificates. The transfer agent did so.

Accordingly, the Partnerships received unrestricted and freely transferrable securities registered

under the Securities Act of 1933, as amended, thereby satisfying the Partnership Agreements’

definition of monetization.

144. Accordingly, in February 2014, Henry, acting in his capacity as general partner of

the Partnerships, effected the distribution of the Starboard common stock the Partnerships then

held to the Partnerships’ limited partners on a pro rata basis, while escrowing sufficient shares to

satisfy any claim by Imbruce and his entities for fees pursuant to the LP Agreements.

145. On December 17, 2013, the Connecticut Banking Commissioner, following a

lengthy and detailed investigation, issued an “Order to Cease and Desist, Notice of Intent to Fine

and Notice of Right to Hearing” (“Order”) against Imbruce, the Partnerships, their Imbruce

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owned general partners and their Imbruce-owned managers, finding violations of the anti-fraud,

securities registration and investment adviser registration provisions of CUSA. In essence, the

Commissioner found that with respect to the Partnerships, Imbruce had acted as an unregistered

investment adviser in violation of CUSA, and engaged in deceitful conduct in connection with

the sale of securities. The Commissioner further found that in the course of the investigation

Imbruce had made a material misleading statement to the Division.

146. The Commissioner issued an amendment to the Order on June 14, 2014

(“Amendment”), finding that Imbruce had made misleading statements during sworn testimony

taken in connection with the Division’s investigation, and that he had made other misleading

statements during the Division’s investigation.

147. Imbruce sought a hearing with respect to the Order and Amendment. Prior to the

hearing, on August 27, 2014, Imbruce, his three general partner entities and the Commissioner

agreed to a Consent Order resolving the matter. In the Consent Order, Imbruce agreed, among

other things, not to deny, directly or indirectly “any allegation set forth” in the Order and

Amendment “relating to” him or the general partner entities. He was further required to

immediately register with the Commissioner as an investment advisor agent, and the Imbruce

entities were required to register as investment advisors.

148. On December 22, 2014, Imbruce instituted a legal malpractice action in the

Connecticut Superior Court against his former attorneys, Cheryl Johnson, Esq. and Levett

Rockwood, P.C., wherein Imbruce admits that he failed to comply with CUSA; that he and his

entities needed to be registered as investment advisers and investment adviser agents under

CUSA, but failed to do so; that the Partnerships needed to be registered under CUSA in order to

offer and sell their units to investors, but failed to do so; that the Partnerships were selling real

44

estate investments under Connecticut law; and that “[Imbruce’s] Partnerships, Hunton LP,

Giddings LP, Asym LP, Hunton Genpar, Giddings Genpar, Asym Genpar …” offered and sold

units of securities to investors that were not registered under CUSA. Imbruce filed an amended

complaint in said action on January 29, 2015, in which Imbruce also admits that Partnership

Agreements failed to contain a "full waiver of the general partners' fiduciary duties to the

Partnerships, and rather only provided a limited waiver of the general partners' liability to the

Partnerships."

SUMMARY OF WRONGFUL ACTS OF CLAIMANTS/COUNTERCLAIM

RESPONDENTS

149. The Claimants committed the following wrongful acts, in connection with

Hunton, GOGLP, and ASYM III:

a. Falsely representing to the Limited Partners that Imbruce had invested in

the Partnerships as an LP and/or General Partner;

b. Falsely representing to the Limited Partners that Claimants would not

receive fees in connection with the Starboard Roll-Up transaction;

c. Indemnifying themselves in violation of the Partnership Agreements;

d. Charging fees and expenses to the Limited Partners in violation of the

Partnership Agreements;

e. Assigning contract rights to others without the consent of the Limited

Partners in violation of the Partnership/Subscription Agreements;

f. Issuing Capital Calls in violation of the Asym III Partnership Agreement;

g. Usurping drilling participation rights and other assets or funds in

connection with GI;

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h. Engaging in the fraudulent charging of fees and expenses;

i. Falsely representing to the Limited Partners that the Partnerships had more

money under management than they actually had;

j. Falsely representing the value of assets under management;

k. Falsely representing the type of assets owned by the Partnerships;

l. Falsely representing the amount of assets owned by the Partnerships;

m. Falsely representing to prospective lenders the value of the three

Partnerships and/or the Starboard assets;

n. Falsely representing to prospective SPACs or purchasers of Starboard the

value of the three Partnerships and/or the Starboard assets;

o. Failing to obtain an independent valuation of the three Partnerships and/or

the Starboard assets;

p. Failing to negotiate in good faith with prospective SPACS or other

purchasers in connection with the sale of the Partnership assets;

q. Failing to use commercially reasonable efforts in consummating a merger

as defined under the SPEA;

r. Falsely representing to the Limited Partners that Claimants were not acting

as investment advisers, when they in fact were;

s. Falsely representing to the Limited Partners that Claimants were exempt

from registration as investment advisers under Blue Sky Laws;

t. Falsely representing to the Limited Partners that Claimants were exempt

from or otherwise had complied with the securities registration

requirements of Connecticut Blue Sky Laws;

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u. Diverting the Limited Partners’ rights to others outside of the Partnerships

in violation of the Partnership Agreements and January 20, 2012

Agreements;

a. Failing to disclose to the Limited Partners and actively concealing an

$18,500,000 put right (“Put”) issued to Summerline. The Summerline Put

and Imbruce’s failure to disclose it to the limited partners and to MOB

placed Starboard and the limited partners’ investment and reputations at

significant risk, and the entire investment would have been lost but for the

actions of SOSv and other limited partners. The Summerline Put,

Imbruce’s failure to disclose it, his implementation of an initial Starboard

Operating Agreement that gave him control of the Company, the extended

negotiations necessary to resolve the operating agreement dispute in which

Imbruce acted entirely in his own interest and without regard for the

interests of the limited partners, the negotiations necessary to resolve the

Summerline Put, and Imbruce’s deliberately acting to create and

perpetuate a cloud over voting control of a majority of the Starboard

shares, significantly impeded Starboard’s ability to secure a lending

facility and other third party financing, and thereby its efforts to

commence a drilling program and commercialize its interest in oil bearing

properties, with resulting financial loss;

v. Failing to disclose to the Limited Partners and actively concealing that

Summerline and Imbruce entities had rights to a going public delay fee at

the time of the Starboard Roll-Up transaction;

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w. Being on multiple sides of the Starboard roll-up transaction and creating

fees for itself and/or affiliates to the detriment of the Limited Partners;

x. Negligently and fraudulently causing delays in going public or

consummating a merger under the SPEA;

y. Withholding the distribution of all the shares to the Limited Partners;

z. In failing to disclose Imbruce's FINRA violations, the FINRA

investigation, the FINRA Complaint and the adverse FINRA decision to

certain Limited Partners. The failure to disclose such investigation,

complaint and adverse decision were material omissions;

aa. In breaching common law fiduciary duties;

bb. In that Imbruce fraudulently offered rescission to all of the Limited

Partners when he did not have the financial ability to make such payments

in violation of CUSA, DSA and TSA and the common law in Connecticut,

Delaware and Texas;

cc. In purchasing the Summerline ORRI for Claimants’ own account when it

was a corporate opportunity of the Partnerships;

dd. In failing to disclose the Summerline Put to a lender until such bank fraud

was discovered by the Limited Partners;

ee. Causing GOGLP the loss of drilling participation rights and equity in GI,

and in turn equity in Starboard, by conversion, mismanagement and

negligence;

ff. Falsely representing to the GOGLP Limited Partners that they would be in

a senior secured position and ultimately collect dividends and/or interest;

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gg. Falsely representing to the GOGLP Limited Partners that the purpose of

the Partnership was primarily a debt deal not subject to dilution or

subordination;

hh. Assigning and conveying substantial equity of GOGLP to ASYM III

without the consent of the GOGLP Limited Partners, as evidenced by

Claimants’ notice dated December 13, 2012;

ii. Attempting to convert the going public delay fees to Claimants’ own use

when Claimants negligently and fraudulently caused the delays in going

public;

jj. Engaging in multiple violations of CUSA, DSA and TSA, including but

not limited to, the failure to register with Connecticut and Texas as an

investment adviser, and the continuous making of materially false and

misleading statements and omissions in connection with the sale and

management of securities. These false statements include, but are not

limited to, representations that the Claimants were in compliance with

applicable Blue Sky Laws, that Imbruce had personally invested in the

partnerships, omitting his FINRA history and most recently, falsely

representing the Claimants' financial ability to pay restitution plus

statutory interest to all investors;

kk. The disclosure of confidential Starboard information to Gastar, without

confidentiality agreements in place, resulting in Gastar’s using that

information to bid on properties contiguous to properties for which

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Starboard had drilling rights, further impeding Starboard's execution of its

business plan to the detriment of its shareholders;

ll. Usurping $350,000, payable to GOGLP and failing to make an appropriate

distribution to the limited partners of GOGLP in connection therewith; and

mm. Double charging management and other fees to the Partnerships.

150. The Certain Respondents, on multiple occasions, have demanded that the

Claimants engage in corrective and remedial measures, to no avail.

151. The Claimants, in their multiple roles in multiple corporate structures as

Investment Adviser, Issuer, Officer, General Partner, Director, Board Member, Chairman of the

Board, Member and/or Managing Member, are not disinterested, and are involved in all

contested transactions.

152. At all relevant times, Imbruce exercised complete control over all of the Claimant

General Partners, and Claimant Managers, with respect to all aspects of their business and

finances, including as to all dealings with the Partnerships, the Limited Partners, non-party

Starboard Resources, Inc. f/k/a Starboard Resources LLC, and non-party, Summerline.

153. The Claimants, inter alia, controlled, to the exclusion of Certain Respondents, the

following: the operations and finances of the Claimant General Partners, the Partnerships and

Starboard (until January 20, 2012); the drafting of all relevant transactional documents; the

drafting and dissemination of all marketing materials; the representations made to the Certain

Respondents to induce their investment and/or other actions; the drafting and dissemination of

financial reports; and the compliance and/or non-compliance with all applicable statutes and

regulations.

154. Until January 20, 2012, Starboard was exclusively controlled by the Claimants.

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155. Certain Respondents will fairly and adequately represent the interests of the

Partnerships in enforcing and prosecuting their rights.

156. Relative to Certain Respondents' derivative claims, demand futility exists.

157. The Limited Partners bring this action on behalf of themselves and derivatively

on behalf of GOGLP, Hunton and ASYM III.

158. The Claimants have engaged in a continuous course of fraudulent and wrongful

conduct, and have fraudulently concealed certain acts and causes of action from the Certain

Respondents.

159. Indeed, Imbruce continues with his campaign of concealment and wrongful

conduct to this date, e.g. pursuing rights under unenforceable investment advisory contracts,

issuing unauthorized capital call notices, issuing fraudulent rescission notices, as well as

concealing relevant financial information from the Certain Respondents.

COUNT I

Breach of Fiduciary Duties Against Imbruce, Giddings Genpar LLC, Hunton

Oil Genpar LLC, ASYM Capital III LLC and Glenrose Holdings LLC

160. Counterclaimants incorporate the allegations of Counterclaim ¶¶1-159 above by

reference, as if fully set forth herein.

161. Hunton Genpar was, prior to April 29, 2013, the general partner of Hunton. As

the general partner of Hunton, Hunton Genpar owed fiduciary duties to the limited partners of

Hunton.

162. Giddings Genpar was, prior to April 29, 2013, the general partner of GOGLP. As

the general partner of GOGLP, Giddings Genpar owed fiduciary duties to the limited partners of

GOGLP.

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163. ASYM Genpar was, prior to April 29, 2013, the general partner of ASYM III. As

the general partner of ASYM III, ASYM Genpar owed fiduciary duties to the limited partners of

ASYM III.

164. Glenrose was the beneficial owner of each of Hunton Genpar, Giddings Genpar,

and ASYM Genpar and controlled each of those entities. Accordingly, Glenrose owed fiduciary

duties to the limited partners of each of the Partnerships.

165. Imbruce owned 75% of Glenrose and exclusively controlled Glenrose.

Accordingly, Imbruce owed fiduciary duties to the limited partners of each of the Partnerships.

166. The limited partnership agreements of each of the Partnerships contained only

limited waivers of fiduciary responsibility for the Partnerships’ respective general partners and

did not contain a general waiver of fiduciary duties, including the fiduciary duty of loyalty.

Accordingly, each of the Claimants/Counterclaim Respondents owed to the Partnerships

fiduciary duties, including, but not limited to, the fiduciary duty of loyalty, including the

obligation to conduct the Partnerships’ business fairly for the benefit of all limited partners and

not in the self-interest of the Counterclaim Respondents.

167. The Counterclaim Respondents engaged in conduct that benefitted them to the

detriment of the Partnerships and the limited partners, thereby damaging each of the Partnerships

and the interests of the limited partners. Such conduct included, but was not limited to:

a. Structuring the Roll-Up to give Imbruce virtually complete control over

the Partnerships’ assets;

b. Putting the Partnerships’ assets at risk by agreeing to the Summerline Put

and the going public delay fees, and by submitting the false and

misleading line of credit application to MOB;

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c. Refusing to agree to modifications to the Starboard Operating Agreement

to provide limited partners with usual and customary investor protections;

d. Knowingly acting to delay Starboard’s efforts to obtain financing for its

business operations in order to maintain Imbruce’s control over Starboard

and lengthen the time during which Counterclaim Respondents could

extract fees and expenses from the Partnerships, many of which were

unauthorized under the Partnership Agreements;

e. Imbruce’s unauthorized disclosure of confidential Starboard information

to third parties;

f. Fraudulently inflating the value and ownership of Starboard’s and/or the

Partnerships’ assets;

g. Knowingly acting to delay a Starboard monetization event in order to

extend the time during which Counterclaim Respondents could extract

fees and expenses from the Partnerships, some of which were

unauthorized under the Partnership Agreements.

168. These breaches of fiduciary duties have damaged the limited partners.

COUNT II

Breach of Implied Covenant of Good Faith and Fair Dealing Against Imbruce, Giddings

Genpar LLC, Hunton Oil Genpar LLC, ASYM Capital III LLC,

Glenrose Holdings LLC, and Giddings Investments LLC

169. Counterclaimants incorporate the allegations of Counterclaim ¶¶1-159 above by

reference, as if fully set forth herein.

170. Implied in the Partnership agreements were contractual covenants of good faith

and fair dealing to the effect that Imbruce, Glenrose, and the Imbruce general partner entities and

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GI would manage the Partnerships for the benefit of all investors and would not act in a manner

knowingly detrimental to the business development of the Partnerships’ assets in order to serve

solely their own interests.

171. Claimants/Counterclaim Respondents breached this implied covenant of good

faith and fair dealing in at least the following respects:

a. Structuring the Roll-Up to give Imbruce virtually complete control over

the Partnerships’ assets;

b. Putting the Partnerships’ assets at risk by agreeing to the Summerline Put

and the going public delay fees, and by submitting the false and

misleading line of credit application to MOB;

c. Refusing to agree to modifications to the Starboard Operating Agreement

to provide limited partners with usual and customary investor protections;

d. Knowingly acting to delay Starboard’s efforts to obtain financing for its

business operations in order to maintain Imbruce’s control over Starboard

and lengthen the time during which Counterclaim Respondents could

extract fees and expenses from the Partnerships, many of which were

unauthorized under the Partnership Agreements;

e. Imbruce’s unauthorized disclosure of confidential Starboard information

to third parties;

f. Fraudulently inflating the value and ownership of Starboard’s and/or the

Partnerships’ assets;

a. Knowingly acting to delay a Starboard monetization event in order to

extend the time during which Counterclaim Respondents could extract

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fees and expenses from the Partnerships, some of which were

unauthorized under the Partnership Agreements.

172. These breaches of the implied covenant of good faith and fair dealing have

damaged the limited partners.

COUNT III

Partnership Dissolution Against Imbruce, Giddings Genpar LLC,

Hunton Oil Genpar LLC, ASYM Capital III LLC,

Glenrose Holdings LLC, and Giddings Investments LLC

173. Counterclaimants incorporate the allegations of Counterclaim ¶¶1-159 by

reference, as if fully set forth herein.

174. Since on or about January 2012, when the Partnership Assets came to be managed

by the Board of Directors at Starboard, there has been no business reason for the Partnerships to

continue to exist.

175. Since in or about February 2014, the Partnerships no longer had any assets.

176. The purpose of each of the Partnerships, as set forth in Article III of the

Partnership agreements was to acquire and develop certain oil and gas assets and to engage in all

appropriate activities incident thereto. That purpose no longer exists as the subject assets are

owned and being developed by Starboard.

177. In February 2014, a "Majority in Interest" of the limited partners of each of the

Partnerships, as that term is defined in the Partnership agreements, and including General Partner

Henry, approved an agreement that included among other provisions the commitment of each to

“take all steps necessary and within [the] power” of each to dissolve the Partnerships.

Accordingly, the Partnerships have been dissolved according to the terms of the Partnership

agreements.

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178. Alternatively, it is no longer reasonably practicable to carry on the business of

each of the Partnerships in conformity with the Partnership agreements and the Partnerships

should, therefore, be dissolved pursuant to 6 Del. C. §17-802.

COUNT IV

Unjust Enrichment Against Imbruce, Giddings Genpar LLC,

Hunton Oil Genpar LLC, ASYM Capital III LLC,

Glenrose Holdings LLC, and Giddings Investments LLC

179. Counterclaimants incorporate the allegations of Counterclaim ¶¶1-159 above by

reference, as if fully set forth herein.

180. Imbruce deliberately frustrated and delayed the efforts of Starboard management

to effect a Starboard monetization event solely to enable Imbruce, Glenrose, Hunton Genpar,

Giddings Genpar, ASYM Genpar and GI to continue to extract fees pursuant to the Partnership

and other Agreements, many of which were unauthorized thereunder.

181. To the extent the Claimants/Counterclaim Respondents received fees as a result of

their efforts to frustrate and delay a Starboard monetization event or obtained other

compensation and benefits by virtue of their improper conduct, including charging the

Partnerships unauthorized fees and expenses, they have been unjustly enriched and

Counterclaimants have been correspondingly impoverished.

182. There is a relationship between the enrichment and the impoverishment.

183. The Claimants/Counterclaim Respondents had no justification for their conduct.

184. Accordingly, the Claimants/Counterclaim Respondents should be required to

make restitution to Counterclaimants of any and all fees, compensation and other benefits

improperly obtained.

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COUNT V

Breach of Contract Against Imbruce, Giddings Genpar LLC, Hunton Oil Genpar

LLC, ASYM Capital III LLC, Giddings Investments, LLC, Glenrose Holdings, LLC

185. Counterclaimants incorporate the allegations of Counterclaim ¶¶ 1-184 above by

reference, as if fully set forth herein.

186. The Claimants/Counterclaim Respondents, by virtue of their aforesaid wrongful

conduct, have materially breached some or all of the LP Agreements and the 2012 Settlement

Agreements.

187. As a direct and proximate result of the aforementioned breaches of contract, the

Counterclaimants have suffered damages.

COUNT VI

Accounting Against Imbruce, Giddings Genpar LLC,

ASYM Capital III LLC, Glenrose Holdings, LLC and Giddings Investments LLC

188. Counterclaimants incorporate the allegations of Counterclaim ¶¶ 1-159 above by

reference, as if fully set forth herein.

189. Imbruce and his affiliates have given Limited Partners inconsistent and

incomplete explanations concerning fees and expenses charged to the Partnerships by Imbruce

affiliates and the assets and finances exclusively controlled by Imbruce, including the role of GI.

190. The Counterclaim Respondents had fiduciary obligations to the limited partners

concerning their management of the assets of the Partnerships.

191. The Counterclaim Respondents should be required to account to the

Counterclaimants with regard to the sources and uses of all funds and other assets of Hunton,

GOGLP and ASYM III received, and the disposition of all assets of those Partnerships during the

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time Hunton Genpar, Giddings Genpar and ASYM Genpar were the general partners of GOGLP

and ASYM III, respectively, as well as fully account to the Counterclaimants the financial role of

GI.

COUNT VII

Breach of the Connecticut Unfair Trade Practices Act Against Imbruce, Giddings

Genpar LLC, Hunton Oil Genpar LLC, ASYM Capital III LLC,

Giddings Investments, LLC, Glenrose Holdings, LLC

192. Counterclaimants incorporate the allegations of Counterclaim ¶¶1-159 above

by reference, as if fully set forth herein.

193. Counterclaim Respondents’ aforementioned actions constitute unfair or

deceptive acts or practices in the conduct of trade or commerce in violation of § 42-110b, et seq.,

of the Connecticut General Statutes.

194. The aforementioned conduct of the Counterclaim Respondents, including but

not limited to Imbruce's wrongful charging of expenses and fees, constitutes unfair or deceptive

acts or practices in violation of the Connecticut Unfair Trade Practices Act, General Statutes §

42-110b, et seq.

195. As a result of the aforementioned unfair and deceptive acts and practices in

violation of General Statutes § 42-110b, et seq., the Counterclaimants have suffered an

ascertainable loss.

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COUNT VIII

Civil Theft Against Imbruce, Giddings Genpar LLC, Hunton Oil Genpar LLC,

ASYM Capital III LLC, Giddings Investments, LLC, Glenrose Holdings, LLC

196. Counterclaimants incorporate the allegations of Counterclaim ¶¶1-159 above by

reference, as if fully set forth herein.

197. By virtue of their aforementioned wrongful conduct, Counterclaim Respondents

have intentionally and wrongfully deprived, and continue to intentionally and wrongfully

deprive, Counterclaimants of their money without justification, right or entitlement.

198. Counterclaim Respondents intentionally and wrongfully accepted monies under

false pretenses and converted said monies.

199. By virtue of their conduct as alleged herein, the Counterclaim Respondents have

engaged in civil theft in violation of General Statutes § 52-564.

200. As a result, the Counterclaimants have been damaged.

COUNT IX

Piercing the Corporate Veil / Alter Ego Against Imbruce, Giddings Genpar LLC,

Hunton Oil Genpar LLC, ASYM Capital III LLC, Giddings Investments, LLC,

Glenrose Holdings, LLC

201. Counterclaimants incorporate the allegations of Counterclaim ¶¶ 1-159 above by

reference, as if fully set forth herein.

202. Based on the foregoing, it is clear that Imbruce dominated all Claimant entities

such that the independence thereof ceased or never existed.

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203. Based on the foregoing, it is clear that the Claimant entities had no separate

business mind, will or existence of their own.

204. Imbruce and the Claimant entities have a unity of interest such that independence

of said entities has ceased or never existed.

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WHEREFORE, Counterclaimants demand the following:

1. Compensatory damages;

2. Restitution or disgorgement;

3. A declaration that the Partnerships are or must be dissolved;

4. A declaration that the removal of Hunton Genpar, Giddings Genpar and ASYM

Genpar, as general partners of the subject limited partnerships, was legally proper

and in accordance with the LP Agreements;

5. A declaration that there was a monetization event under the Partnership

Agreements and proper distribution of Starboard shares to the Limited

Partnerships, and, in turn, a proper transfer of shares from the Partnerships to the

individual limited partners;

6. Treble damages pursuant to General Statutes § 52-564;

7. Attorneys’ fees pursuant to General Statutes § 42-110g;

8. Punitive damages pursuant to General Statutes § 42-110g;

9. Attorneys’ fees under contract;

10. Costs;

11. Pre-judgment and post-judgment interest; and

12. Such other and further relief as the Arbitrator deems just and proper.

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RESPECTFULLY SUBMITTED

THE RESPONDENTS,

BY:_/s/ Jonathan P. Whitcomb________

Jonathan P. Whitcomb, Esq.

Scott S. Centrella, Esq.

Jonathan J. Kelson, Esq.

Richard E. Castiglioni, Esq.

DISERIO MARTIN O'CONNOR &

CASTIGLIONI LLP

One Atlantic Street

Stamford, CT 06901

Tel.: (203) 358-0800

Fax: (203) 348-2321

jwhitcomb@dmoc.com

scentrella@dmoc.com

jkelson@dmoc.com

rcastiglioni@dmoc.com

OF COUNSEL:

Norman M. Monhait, Esq.

ROSENTHAL MONHAIT & GODDESS, P.A.

919 Market Street

Wilmington, DE 19801

Tel: 302-656-4433

Fax: 302-658-7567

nmonhait@rmgglaw.com

Counsel for SOS Ventures, LLC and Bradford Higgins

Daniel Viola, Esq.

Sadis & Goldberg, LLP

551 Fifth Avenue, 21st Floor

New York, NY 10176

dviola@sglawyers.com

62

CERTIFICATE OF SERVICE

I hereby certify that a true copy of the foregoing was served on March 11, 2015 to all

counsel and pro se parties of record:

Richard S. Gora

Gora LLC

Tresser Boulevard

Stamford, CT 06905

Rich@goralaw.com

Michael L. Zuppone

Paul Hastings LLP

75 East 55th Street

New York, NY 10022

MichaelZuppone@paulhastings.com

Sigma Gas Barbastella Fund

ceking@sigmaroyalties.com

Sigma Gas Antrozous Fund

ceking@sigmaroyalties.com

Rubicon Resources, LLC

craigrdermody@gmail.com

scott@pitoncapital.com

Nicholas P. Garofolo

NApartners@aol.com

William Pettinati, Jr.

bkpettinati@sbcglobal.net

billp@rivieresecurities.com

King Lee

klee12@alum.mit.edu

Michael Rihner

mrihner@yahoo.com

Sylvierihner@mac.com

Scott Decker

scott@deckerlawfirm.com

63

Andrew and Briana Gillick

andrew.m.gillick@gmail.com

Steve Heinemann

steven@goosehillllc.com

Stanley Goldstein

sgoldstein@ceipea.org

Sidney Orbach

sojk@optonline.net

James P. Ashman

jashman@axxun.com

Patrick R. Ashman

aashman00@gmail.com

/s/Jonathan P. Whitcomb

Jonathan P. Whitcomb