Complaint,Petition: In the Matter of: Gt Securities, Inc. et al

On March 22, 2024 a Complaint,Petition was filed involving a dispute between Gt Securities, Inc., Metro City Realty, Llc F K A Metro Investment Bankers, and for Miscellaneous Civil Actions in the District Court of Middlesex County.

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Date Filed 3/22/2024 4:03 PM
Superior Court - Middlesex
Docket Number

COMMONWEALTH OF MASSACHUSETTS

MIDDLESEX, ss SUPERIOR COURT DEPT.
C.A. No.: 24 CV 76

GT SECURITIES, INC. and
METRO CITY REALTY, LLC fik/a
METRO INVESTMENT BANKERS
3/22/24 te
Plaintiffs, RECEIVED

MIDWEST TRADING GROUP, LLC

Defendant.

APPLICATION FOR ORDER TO TESTIFY AND PRODUCE DOCUMENTS FOR
PROCEEDING IN TRIBUNAL OUTSIDE COMMONWEALTH PURSUANT TO M.G.L. C.
223A, § 11 AND M.G.L. C. 233, § 45

1 Pursuant to M.G.L. c. 223A, § 11 and M.G.L. c. 233, § 45, application is hereby made on

behalf of GT Securities, Inc. (“GT”) and Metro City Realty, LLC, f/k/a Metro Investment Bankers

(“Metro”) (collectively, “Applicants”) for an order requiring the following persons, entities, and/or

Keeper of the Records to give swom testimony and to produce documents for use in proceedings now

pending in the Circuit Court of Cook County, Illinois, Case No. 2023L011582 and bearing the caption

set forth above (the “Illinois Action”):

(a) Caydan Capital Partners f/k/a Asydan Capital Management, c/o Corporation
Service Company as Registered Agent, 84 State Street, Boston, MA 02109
(“Caydan”).

2. The testimony and documents sought herein from Caydan are as follows: all documents

and ESI relating in any way to any introduction of Larry Nussbaum (“Nussbaum”) to Asydan Capital

Management (“Asydan”) including all communications relating to such introduction, all documents

and ESI relating in any way to any introduction of Nussbaum and/or Asydan to Midwest Trading

Group, LLC (“MTG”) including all communications relating to such introduction, all documents and

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ESI relating in any way to any actual or potential transaction between Asydan and MTG, all non-

disclosure agreements between Asydan and MTG and all documents and ESI relating thereto, all

letters of intent between Asydan and MTG and all documents and ESI relating thereto, all documents

and ESI relating in any way to any actual or potential transaction between Asydan and Zeikos, Inc.

(“Zeikos”) and all documents and ESI relating thereto, all letters of intent between Asydan and Zeikos

and all documents and ESI relating thereto, and all documents and ESI relating in any way to the

allegations of the Complaint in the Illinois Action. These documents and things are relevant, material

and necessary to the issues involved in the Illinois Action, are limited in scope, and are necessary for

the Applicants to pursue their claims against MTG in the Illinois Action.

3. In support of this application, Applicants state that in accordance with the Rules of the

Circuit Court of Cook County, Illinois, a subpoena has issued for taking of Caydan’s deposition and

for the production of documents in Caydan’s possession, custody, or control in Massachusetts.

4. In further support of this application, undersigned counsel states that it is acting at the

request and on behalf of Applicants’ counsel in the Illinois Action: Thomas A. Christensen, Esq., Huck

Bouma, P.C., 1755 South Naperville Road, Suite 200, Wheaton, IL 60189.

5. Attached hereto as exhibits to this application are:

(a) Subpoena issued in the Circuit Court of Cook County, Illinois to Caydan (“Exhibit A”);

(b) Proposed Deposition Subpoena to Non-Party, Corporate Representative of Caydan
(“Exhibit B”); and,
(c) Proposed Order (“ExhibitC”).
WHEREFORE, the undersigned Applicants pray that this Court issue an order authorizing the

issuance of the attached Subpoena in accordance with the procedure of Mass. R. Civ. P. 45, to compel the

testimony of and production of documents by Caydan, within 30 days of service of the attached Subpoena

or at such other time and place as may be both in accordance with Mass. R. Civ. P. 45, and in accordance

with the attached Subpoena, at the office of the undersigned.

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Respectfully submitted,

GT SECURITIES, INC. and METRO CITY
REALTY, LLC, f/k/a METRO INVESTMENT
BANKERS,

By their attorney,

LEG
M. Matthew Madden, Jr., BBO #685738
mummadden@kslegal.com
KENNEY & SAMS, P.C.
Reservoir Nine
144 Turnpike Road, Suite 350
Southborough, MA 01772
(p) (508) 490-8500
(f) (508) 490-8501

Dated: March 22, 2024
Date Filed 3/22/2024 4:03 PM
Superior Court - Middlesex
Docket Number

EXHIBIT A
Date Filed 3/22/2024 4:03 PM
Superior Court - Middlesex
Docket Number

Subpoena in a Civil Matter (For Testimony and/or Documents) (12/01/20) CCG 0106 A
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
GT Securities, Inc. and Metro City Realty, LLC
Plaintiff/Petitioner
v. Case No. 2023-L-11582

Midwest Trading Group, LLC
Defendant/Respondent

SUBPOENA IN A CIVIL MATTER
(For Testimony and/or Documents)
To:
Caydan Capital Partners £/k/a Asydan Capital Management
Corporation Service Company, Registered Agent
84 Street, Boston, MA 02109

1 {| YOU ARE COMMANDED to appear to give your testimony before the

Honorable in Room

, Illinois on

at “> AM © PM
20 YOU ARE COMMANDED to appear and give your deposition testimony before a Notary Public

at:
via ZOOM - 1755 S. Naperville Road, Suite 200 in Room
Wheaton , Winois on 5/9/24

at
10:00 ET ® AM O PM
3. YOU ARE COMMANDED to mail the following documents in your possession or control
to Thomas A. Christensen at
1755 S. Naperville Road, Suite 200, Wheaton, IL 60189

on or before 4/25/24 at
5:00
AM
-
PM
(THIS IS FOR RECORDS ONLY. THERE WILL BE NO ORAL INTERROGATORIES):

SEE ATTACHED RIDER |
PLEASE ALSO EMAIL DOCUMENTS TO tchristensen@huckbouma.com AND nclarke@huckbouma.com

Description continued on attached page(s).
Your failure to respond to this subpoena will subject you to punishment for contempt of this Court.

Iris Y. Martinez, Clerk of the Circuit Court of Cook County, Illinois
cookcountyclerkofcourt.org
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Subpoena in a Civil Matter (For Testimony and/or Documents) (12/01/20) CCG 0106 B
Notice to Deponent:
1. Cl The deponent is a public or private corporation, partnership, association, or governmental agency. The
matter(s) on which examination is requested are as follows:

Description continued on attached page(s).
(A nonparty organization has a duty to designate one or mote officers, directors, or managing agents,
or other persons to testify on its behalf, and may set forth, for each person designated, the matters on
which that person will testify. Ill. Sup. Ct. Rule 206.)
(1 The deponent’s testimony will be recorded by use of an audio-visual recording device, operated

by
(Name of Recording Device Operator)
No discovery deposition of any party or witnesses shall exceed three hours regardless of the number of
parties involved in the case, except by stipulation of the parties or by order upon showing that good cause
warrants a lengthier examination. Ill. Sup. Ct. Rule 206().

. 59932
2 Atty. No.:
© Pro Se 99500

Name: Thomas A. Christensen
Atty. for (if applicable): Issued by: /s/ Thomas A. Christensen
Plaintiffs Signature
‘ Attorney ( Clerk of Court
Address: 1755 S. Naperville Road, Suite 200

Date: 3/22/24
City: Wheaton

State: —— TL zip, 60189
Telephone: 630-344-1152

Primary Email: tchristensen@huckbouma.com

(1 I served this subpoena by mailing a copy, as required by Ill. Sup. Ct. Rules 11, 12 and 204(a) (2),

to by certified mail, return receipt requested

(Receipt # )on . I paid the witness $ for
witness and mileage fees.
I served this subpoena by handing a copy to

on . I paid the witness $ for witness and mileage fees.
/s/ Thomas A. Christensen Thomas A. Christensen
(Signature of Server) (Print Name)
Iris Y. Martinez, Clerk of the Circuit Court of Cook County, Illinois
cookcountyclerkofcourt.org
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Docket Number

39311-1
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS
COUNTY DEPARTMENT, LAW DIVISION

GT SECURITIES, INC. and
METRO CITY REALTY, LLC
f/k/a METRO INVESTMENT BANKERS
Plaintiffs, Case No. 2023 L 11582

MIDWEST TRADING GROUP, LLC

Defendant.

RIDER TO SUBPOENA FOR RECORDS CAYDAN CAPITAL PARTNERS
F/K/A ASYDAN CAPITAL MANAGEMENT, LLC

Produce all Documents and ESI relating in any way to any introduction of Nussbaum to

Asydan. Include in your production all Communications relating to such introduction.

Produce all Documents and ESI relating in any way to any introduction of Nussbaum

and/or Asydan to MTG. Include in your production all Communications relating to such

introduction.

Produce all Documents and ESI relating in any way to any actual or potential Transaction

between Asydan and MTG.

Produce all non-disclosure agreements between Asydan and MTG and all Documents and

ESI relating thereto.

Produce all letters of intent between Asydan and MTG and all Documents and ESI

relating thereto.

Produce all Documents and ESI relating in any way to any actual or potential Transaction

between Asydan and Zeikos.

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7. Produce all non-disclosure agreements between Asydan and Zeikos and all Documents

and ESI relating thereto.

Produce all letters of intent between Asydan and Zeikos and all Documents and ESI

relating thereto.

Produce all Documents and ESI relating in any way to the allegations contained in the

Complaint, a copy of which is attached hereto, not produced pursuant to the foregoing

requests.

DEFINITIONS AND NSTRI ONS

The term “You” shall. mean Caydan Capital Partners f/k/a Asydan Capital Management
LLC, or its agents, attorneys, representatives, investigators, and. any person or entity
acting on its behalf.

The term “Your” shall mean the possessive form of “You” as “You” is defined above, the
subject being Caydan Capital Partners f/k/a Asydan Capital Management LLC, and its
affiliates, parent companies, subsidiaries, agents, attorneys, representatives and any
person or entity acting on its behalf.

The term “Asydan” shall mean Caydan Capital Partners f/k/a Asydan Capital
Management, LLC, and its affiliates, parent companies, subsidiaries, agents, attorneys,
representatives and any person or entity acting on its-behalf and shall mean the same as
“You” defined above.

The term “Nussbaum” shall mean an individual named Larry Nussbaum, and his agents,
attorneys, representatives, and any person or entity acting on his behalf.

The term “Person” shall mean natural persons, firms, proprietorships, associations,
partnerships, corporations, limited liability companies, and every other type of
organization or entity.

The term “MTG” means Midwest Trading Group, LLC, Midwest Trading Group, Inc.,
Midwest Trading Group Seller, Inc., collectively, or any of them, and their affiliates
parent companies, subsidiaries, agents, attorneys, representatives and any person or entity
acting on its behalf.

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The term “Plaintiffs” shall mean Plaintiffs, GT Securities, Inc., and Metro City Realty,
LLC, f/k/a Metro Investment Bankers, or their agents, attorneys, representatives,
investigators, and any person or entity acting on their behalf.

The terms “GT” or “GTS” shall mean Plaintiff, GT Securities, Inc., or its agents,
attorneys, representatives, investigators, and any person or entity acting on their behalf.

The term “Metro” shall mean Plaintiff, Metro City Realty, LLC, f/k/a Metro Investment
Bankers, or its agents, attorneys, representatives, investigators, and any person or entity
acting on their behalf.

10. The term “Zeikos” shall mean Zeikos, Inc. and its affiliates, parent companies,
subsidiaries, agents, attorneys, representatives, investigators, and any person or entity
acting on its behalf.

ll The term “Complaint” shall mean the Complaint filed by Plaintiffs, GT Securities, Inc.,
and Metro City Realty, LLC, f/k/a Metro Investment Bankers, and any amendment
subsequent thereto filed in the above-captioned action.

12. The terms “relate to” or “relating to” or “referring to” or “regarding” mean anything
which, directly or indirectly, concerns, consists of, pertains to, reflects, evidences,
describes, sets forth, mentions, constitutes, contains, cites, shows, underlies, supports,
summarizes, analyzes, refers to, is appended to, is legally, logically or factually
connected with, proves, disproves, tends to prove or disprove, or bears any logical or
factual connection with the matter discussed.

13 The timeframe for all requested information is January 1, 2019, to the present.

14. “Any” shall also mean “all” and vice versa.

15, And” shall mean “or” and “or shall mean “and” as necessary to call for the broadest
possible response.

16. The term “Communication” means any or all transmittals of information, words,
thoughts, or ideas, whether oral, written, or electronic, whether handwritten, typewritten,
tape-recorded, or produced by electronic data processing, irrespective of how conveyed
(e.g., telephone, letter, telefax, e-mail, voicemail, instant messaging, text messaging,
telegram, telegraph, United States Mail, private mail, courier service, or face-to-face
contact).

17. “Document”: or “Documents” includes without limitation any communication of any
nature, and any written, typed, printed, recorded or graphic matter, however preserved,
produced, or reproduced, of any type or description, regardless of origin or location,
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including without limitation any binder, cover note, certificate, letter, correspondence,
record, table, chart, analysis, graph, schedule, report, test, study memorandum, note, list,
diary, log, calendar, telex, message (including, but not limited to, inter-office and intra-
office communications), questionnaire, bill, purchase order, shipping order, contract,
memorandum of contract, agreement, assignment, license, certificate, permit, ledger,
ledger entry, book of account, check order, invoice, receipt, statement, financial data,
acknowledgment, computer or data processing card, computer or data processing disk,
computer-generated matter, electronic mail, text messages, communications on the
internet, electronic files or date, electronic storage devices, computer discs, photograph,
photographic negative, phonograph recording, transcript or log of any such recording,
projection, videotape, film, microfiche, and all other data compilations from which
information can be obtained or translated, reports and/or summaries of investigations,
drafts and revisions of drafts of any Documents and original preliminary notes or
sketches, no matter how produced or maintained, in your actual or constructive
possession, custody or control, or the existence of which you have knowledge, and
whether prepared, published or released by you or by any other person. If a document
has been prepared in several copies, or additional copies have been made, or copies are
not identical (or which by reason of subsequent modification of a copy by the addition of
notations or other modifications, are no longer identical), each nonidentical copy as a
separate document.

18. “Electronically Stored Information” (“ESI”) is used in the broadest possible sense and
shall mean and refer to all writings, drawings, graphs, charts, photographs, sound
recordings, images, and other data or data compilations in any medium from which
electronically stored information can be obtained either directly or, if necessary, after
translation by the responding party into a reasonably usable form. This includes all
information from the computer systems, servers, mainframes, workstations, local
computer networks, personal home computers, hard drives, thumb drives, removable hard
drives, personal digital assistants (PDAs), floppy diskettes, zip disks, magnetic tapes,
digital camera media, CD-ROMs, DVDs, email system history files, back-up files,
portable, laptop and notebook computers, and any and all ESI retention devices and
software.

19 References to the singular include the plural and vice versa.

20. The use of any tense of any verb shall be considered also to include within its meaning all
other tenses of the verb so used.

21 You are required in responding to these requests to obtain and furnish all information
available to you and any of your representatives, agents, or attorneys and to obtain and
furnish all information that is in your possession or under your control, or in the
possession or under the control of any of your representatives, agents, or attorneys.

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22. Each request to produce a document or Documents shall be deemed to call for the
production of the original document or Documents to the extent that they are in, or
subject to, directly or indirectly, the control of the party to whom this request is
addressed. In addition, each request should be considered as including a request for
separate production of all copies and, to the extent applicable, preliminary drafts of
Documents that differ in any respect from the original or final draft or from each other
(e.g., by reason of differences in form or content or by reason of handwritten notes or
comments having been added to one copy of a document but not on the original or other
copies thereof). .

23. All Documents produced in response to this request shall be produced in toto
notwithstanding the fact that portions thereof may contain information not requested.

24. Each request which seeks information relating in any way to communications to, from, or
within a business and/or corporate entity, is hereby designated to demand, and should be
construed to include, all communications by and between representatives, employees,
agents, brokers and/or servants of the business and/or corporate entity.

25. The Documents produced in response to this request shall include all attachments and
enclosures.

26 All Documents produced shall be segregated and identified by the request to which they
are primarily responsive. Where required by a particular paragraph of this Request,
Documents produced shall be further segregated and identified as indicated in this
paragraph. For any Documents that are stored or maintained in files in the normal course
of business, such Documents shall be produced in such files, or in such a manner as to
preserve and identify the file from which such Documents were taken.

27. All Documents called for by this request or related to this request, for which Plaintiff
claims a privilege or statutory authority as a ground for nonproduction shall be listed
chronologically as follows:

a. The place, date and manner of recording or otherwise preparing the document;
b. The name and title of the sender;
Cc. The identity of each person or persons (other than stenographic or clerical
assistants) participating in the preparation of the document;
The identity of each person to whom the contents of the document have
heretofore been communicated by copy, exhibition, sketch, reading or substantial
summarization, the dates of said communication, and the employer and title of
said person at the time of said communication;
Type of document;
Subject matter (without revealing the relevant information for which privilege or
statutory authority is claimed); and

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g. Factual and legal basis for claim, privilege or specific statutory or regulatory
authority which provides the claimed ground for nonproduction.

28 If any Documents requested herein have been lost or destroyed, the Documents so lost or
destroyed shall be identified by author, date and subject matter. -

29. With respect to any document requested which was once in possession, custody or
control, but no longer is, please indicate the date the document ceased to be in possession,
custody or control, the reason for such change of possession, custody or control, and the
name and address of its present custodian.

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f
uperior Court - Mic idl
a Mot 01n Section Initial Case Management Dates for 42:Perses( Al BKYD,E,FH.RX,Z) will be heard In Person.
All other Law Division Initial Case Management Dates will be heard via Zoom
For more information and Zoom Meeting IDs go to https.//www.cookcountycourt,org/HOME?Zoom-Links?Agg4906_SelectTab/12
Court Date: 1/16/2024 9:00 AM FILED
11/14/2023 1:44 PM
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS IRIS Y. MARTINEZ
COUNTY DEPARTMENT, LAW DIVISION CIRCUIT CLERK
COOK COUNTY, IL
2023L011582
GT SECURITIES, INC. and Calendar, Y
METRO CITY REALTY, LLC 25201568
f/k/a METRO INVESTMENT BANKERS
Plaintiffs,

MIDWEST TRADING GROUP, LLC

Defendant.

COMPLAINT AT LAW

Plaintiffs GT Securities, Inc. (hereinafter “GT”) and Metro City Realty, LLC, f/k/a Metro

Investment Bankers (hereinafter “Metro”) by and through their undersigned counsel, for their

Complaint at Law against Midwest Trading Group, LLC (hereinafter “MTG”), state as follows:

PARTIES, JURISDICTION AND VENUE

1. Metro is an Arizona Limited Liability company with its principal place of business in

Phoenix, Arizona. At all relevant times, Metro has been engaged in business as a provider

of financial services and advice to businesses, and as an advisor and broker in the purchase

and sale of businesses and business assets.

GT is an investment bank and broker-dealer with its principal place of business in Los

Angeles, California. At all relevant times, GT has been engaged in business as a provider

of banking services, including raising of capital and advising on the sale and purchase of

businesses and business assets.

MTG is an Illinois Limited Liability Company with its principal place of business located

in Downers Grove, Illinois. Upon information and belief, at all relevant times, MTG has

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been engaged in business as a manufacturer, importer and distributor of electronics, cellular

accessories, household items and kitchen items.

This Court has personal jurisdiction over MTG as MTG is a resident of this State.

Venue is proper in this County pursuant to Section IX(A) of the Broker Commission

Agreement hereinafter described.

PLAINTIFFS’ INTRODUCTION OF NUSSBAUM, ASYDAN AND MTG

Commencing in or around 2019, Plaintiffs became affiliated with an individual named

Larry Nussbaum (hereinafter “Nussbaum”). Nussbaum involves himself in various

corporate merger and acquisition transactions, including through serving in an operational

capacity to boost performance of the acquired entity.

Asydan Capital Management (hereinafter “Asydan”) is an entity that engages in merger

and acquisition transactions and private equity investment. Prior to Plaintiffs’ affiliation

with Nussbaum in 2019, Plaintiffs had worked with Asydan on certain transactions. Upon

information and belief, Nussbaum and Asydan were not affiliated or familiar with each

other prior to Plaintiffs’ introduction.

In April, 2020, as a result of introductions made by Plaintiffs, Asydan executed a Letter of

Intent for the purchase of Zeikos, Inc., a seller of consumer goods and electronics.

Together with the plan for Asydan to acquire Zeikos, the parties further discussed a “roll

ip” which would involve the acquisition of other consumer products entities. Given its

line of business, MTG was a natural target for the roll up.

10. On or about September 29, 2020, GT and Metro on the one hand, and MTG on the other

hand, entered into a Broker Commission Agreement, a copy of which is attached hereto as

Exhibit A.

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11. The purpose of the Broker Commission Agreement was for GT to assist MTG in a

Transaction, defined in the Broker Commission Agreement as “the exchange of value

whereby MTG shall sell, grant or release all or some portion of its equity or assets to a

buyer for Consideration.” See, Ex. A, (IV.

12. The Broker Commission Agreement contemplated that GT would introduce potential

purchasers to MTG. The Broker Commission Agreement defined a GTS Introduced Party

as follows:

GTS Introduced Party shall be defined as an individual or entity contacted by GT
in connection with its engagement hereunder regarding a possible Financing or Sale
Transaction with [MTG].

See, Ex. A, JV.

13, Pursuant to the Broker Commission Agreement, in the event that MTG entered into a

Transaction with a GTS Introduced Party, MTG was to pay GTS a Transaction Fee in the

amount of 2.5% of the Consideration received by MTG. See, Ex. A, JII(C).

14. In addition, if MTG was paid an “earn-out” as part of a Transaction, MTG was to pay GTS

2% of the Consideration paid as part of the earn-out.

15 The Broker Commission Agreement provided as follows regarding the Term of the

agreement:

The Term of this Agreement (the “Term”) shall initially be three (3) months,
commencing on the date hereof, and shall renew automatically thereafter from
month to month until terminated by either party upon seven (7) days advance
written notice. Termination or expiration of this Agreement shall not affect
[MTG]’s obligations to GTS under Section 2 of this Agreement.

See, Ex. A, JVI.

16. MTG did not at any time terminate the Agreement.

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17. Upon executing the Broker Commission Agreement, GT in conjunction with Metro

invested time and effort into obtaining information about the business of MTG, positioning

MTG for sale, and actively marketing MTG to potential purchasers.

18. Given Nussbaum and Asydan’s interest in rolling up other consumer products companies

together with Zeikos, Plaintiffs introduced Nussbaum and Asydan to MTG, and worked

towards a transaction between Nussbaum, Asydan and MTG.

19. Asydan, together with Nussbaum, was a GTS Introduced Party pursuant to the terms of the

Broker Commission Agreement.

20 Nussbaum, whom Plaintiffs had introduced to Asydan, in 2019 was directly involved in

Asydan’s acquisition efforts. In August, 2021, Asydan prepared a “Deal Overview” which

noted that it was working with Nussbaum, who was sponsoring the rollup of Zeikos and

MTG.

21 The Broker Commission Agreement provides:

In the event that a GTS Introduced Party introduces another individual or entity that
engages in a Transaction with [MTG], then they too shall be deemed a GTS
Introduced Party.

Ex. A, 95.

PLAINTIFFS’ INTRODUCTION OF GEMINI AND MTG

22. Gemini Investors (hereinafter “Gemini”) is a company with its principal place of business

in Wellesley, Massachusetts. At all relevant times, Gemini has been in business as an

investor in private companies, through various kinds of transactions, including purchases

of such businesses.

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23. As a result of GT’s and Metro’s efforts as described above, GT and Metro introduced

Gemini to MTG as an interested party that may enter into a Transaction as defined in the

Broker Commission Agreement.

24. Gemini was a GTS Introduced Party as defined in the Broker Commission Agreement.

25. On or about November 3, 2020, Gemini entered into a Mutual Nondisclosure Agreement

(hereinafter “NDA”) with Metro, for the specific purpose of “negotiat[ing] a potential

transaction.” See, Nondisclosure Agreement, copy attached hereto as Exhibit B.

26. Following execution of the NDA, GT and Metro invested substantial time, effort and

expense in advancing a Transaction between Gemini and MTG.

27. On or about March 16, 2023, as a direct and proximate result of the aforementioned

investment of time, effort and expense on the part of GT and Metro, Gemini and MTG

entered into a Transaction as defined in the Broker Commission Agreement.

28. As part of the Transaction, MTG was paid Consideration as defined in the Broker

Commission Agreement. The amount of the Consideration is not known to GT and Metro

and is exclusively within the possession of MTG.

29. Despite having entered into a Transaction as defined in the Broker Commission Agreement,

MTG has failed and refused to pay the commission pursuant to the Broker Commission

Agreement.

30. MTG did not inform Plaintiffs that MTG had entered into a transaction with Gemini.

31 Upon learning of the Transaction between MTG and Gemini, Plaintiff became aware that

Nussbaum acted as an “independent sponsor” of the transaction.

GT’s ENTITLEMENT TO A COMMISSION

32. Gemini is a GTS Introduced Party based upon Plaintiffs’ introduction of Gemini to MTG.

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33. In the alternative, Gemini is a GTS Introduced Party based upon Nussbaum’s independent

sponsorship of the transaction between Gemini and MTG, pursuant to the provisions of the

Broker Commission Agreement recited in Paragraph 22 of this Complaint.

34. GT is entitled to a commission from MTG on the basis that Gemini is a GTS Introduced

Party as defined in the Broker Commission Agreement, and Gemini and MTG entered into

a Transaction.

COUNT I - BREACH OF CONTRACT

35. Plaintiffs adopt Paragraphs 1-34 of the general allegations as Paragraph 35 of this Count I,

and incorporate them by this reference.

36. The Commission Broker Agreement constitutes a valid, binding and enforceable agreement

by and between GT and Metro on the one hand, and MTG on the other hand.

37. GT and Metro performed all of their obligations under the Commission Broker Agreement.

38. MTG has breached the Commission Broker Agreement by failing to pay to GT the

commission due pursuant to the Commission Broker Agreement.

39. As a direct and proximate result of said breach, GT and Metro have sustained damages in

an amount to be proven at trial.

WHEREFORE, Plaintiffs respectfully request that this Honorable Court enter judgment in

their favor and against Defendant Midwest Trading Group, LLC, award damages in an amount to

be determined at trial, and award such other and further relief as is equitable and just.

Respectfully submitted,

By: /s/ Thomas A. Christensen
Attomey for Plaintiffs

Page 6 of 7
Date Filed 3/22/2024 4:03 PM
Superior Court - Middlesex
Docket Number

Thomas A. Christensen (#59932)
Jenna N. Wadulak (#62074)
HUCK BOUMA PC
1755 South Naperville Road
Suite 200
Wheaton, Illinois 60189
(630) 221-1755
tchristensen@huckbouma.com
jwadulak@huckbouma.com

Page 7 of 7
Date Filed 3/22/2024 4:03 PM
‘Superior Court - Middlesex
Docket Number

GT SECURITIES, METRO INVESTMENT BANKERS
MIDWEST TRADING GROUP
BROKER COMMISSION AGREEMENT
en

September 25, 2020

GT Securities, Inc.(“GTS”) and Metro Investment Bankers (“Metro”) desire to act as broker for
Midwest Trading Group, Inc “MTG” “Client” or “Company”) in order to facilitate-a Tratisaction. (as
defined below) under the terms and conditions listed ‘herein:
I. Provi of Services, GTS: will represent the Company and will-assist the Company as.its
ad onriection with the pursuit 6f.a Transaction, inéluding:
familiarizing the GTS and Metro staff with the-Conipany’s business, operations, financial
condition and prospects;
preparing the Compatiy for due diligence requests from potential investors. and/or:-buyers;
offering and recommending operational, niarketirig, stiles, and financial strategies and‘tactics
as to how to most effectively finance and/or sell the Company:
advising and assisting in-developing and iimplementing:a strategy for-accomplishinga
Transaction;
review offering materials prepared by the. Company that.will.include an information
memorandut, a presentation.deck, financial.projections model'and other materials as.
appropriate;
Jeading contact and diligence efforts to./ with prospective investors-and/or buyers; and
G. assisting in transaction discussions and negotiations with prospective investors and/or buyers.
I, impensation.
A. Upfront Engagement Fée. Waived.
B.. Transaction. F If during the Term or within twelve (12). months theréaftér (the “Tail
Period”), the Company consummates a. Transaction with a-G'

Case Info

Judge

Camille F. Sarrouf, Jr. Track Judge’s New Case

Case No.

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Document Filed Date

March 22, 2024

Case Filing Date

March 22, 2024

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Complaint,Petition: In the Matter of: Gt Securities, Inc. et al

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