SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NASSAU PALMETTO PARTNERS, L.P. and STEVEN MIZEL ROTH IRA, Index No. Plaintiffs, -against~ AdW QUALIFIED PARTNERS, LLC AJW MANAGER, LLC, and COREY S. RIBOTSKY, Defendants. Plaintiffs, by their attorneys, for their complaint against defendants, allege upon knowledge as to their own acts and upon information and belief as to all other matters as follows: Nature of the Action Plaintiffs are investors in AJW Qualified Partners, LLC (the “Fund”), a private investment company. Plaintiffs, pursuant to their contractual rights, sought the return of their investments. Defendants, to further their own ends, refused to return plaintiffs’ investments in violation of plaintiffs contractual rights and in breach of defendants’ fiduciary duties Parties 2. Plaintiff Palmetto Partners, L.P. is a limited partnership with offices in Florida. According to defendants, at June 30, 2008, Palmetto Partners L.P.’s invested capital in the Fund was $653,513. 3. Plaintiff Steven Mizel Roth IRA is an individual retirement account funded with after-tax dollars and domiciled inCalifornia. According to defendants, at June 30, 2008, Steven Mizel Roth IRA’s invested capital in the Fund was $1,026,719. 4. The Fund is a New York limited liability company with its principal place of business in Roslyn, New York. 5. Defendant AJW Manager, LLC (the “Manager”), is a New York limited liability company with its principal place of business in Roslyn, New York Defendant Corey S. Ribotsky is a New York resident and the sole manager of The N.I.R. Group, LLC, which is the sole manager of the Manager, which manages the Fund. Accordingly, Ribotsky controls the activities of both the Manager and the Fund Substantive Allegations 7. The Fund was formed to pool assets for the purpose of investing, trading, and dealing in public and private securities 8. The relationship between the Fund and its investors (called “members”) is governed by the Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”). A copy of the Operating Agreement is annexed as Exhibit A. Article 5 of the Operating Agreement governs members capital withdrawals. Section 5.1 permits a Member to withdraw all or part of the member’s capital account. Section 5.2 requires at least 120 days’ prior written notice of any suchwithdrawal and provides for withdrawal as of the last day of the next calendar quarter following the 120-day period Section 5.2(c) gives the Manager discretion to use “cash or marketable securities or both” for any such redemption Section 5.3, as relevant hereto, allows the Fund to suspend redemptions “during the existence of any state of affairs which, in the opinion of the Manager, makes the determination of the price, value or disposition of the Company’s investments impractical or prejudicial to the Members.” 10. By Notices dated and delivered by facsimile transmission on September 22, 2008, plaintiffs requested that the Fund redeem all of its interests. 11. By letter dated October 16, 2008, and in the context of attempting to coerce plaintiffs into restructuring their investments in the Fund, defendants notified plaintiffs that the Fund was suspending redemptions. A copy of defendants October 16, 2008 letter is annexed as Exhibit B 12. The coercive nature of defendants’ restructuring is evident by the fact that unless plaintiffs accepted “option One” or “option Two,” which would require plaintiffs to invest in a new company, plaintiffs will remain members in the Fund, the Fund will cease investing but “will continue to suspend the payment of outstanding withdrawal proceeds for the foreseeable future.”