Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 1 of 16 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA TAMPA DIVISION In re ANDREW BADOLATO, CASE NO. 8:05-BK-17643 Chapter 7 Debtor, Carter Footwear, Inc., Plaintiff, v. Adv. No. ______________ Andrew Badolato, Defendant. _______________________/ COMPLAINT TO DETERMINE NONDISCHARGEABILITY OF DEBT Carter Footwear, Inc. (“Carter”), by and through its undersigned counsel, hereby files this Complaint to determine the nondischargeability of the debts owed to it by Debtor Andrew Badolato (“Debtor” and/or “Badolato”) and, in support hereof, alleges as follows: I. INTRODUCTION 1. This is an adversary proceeding to determine the nondischargeability of a debt pursuant to 11 U.S.C. § 523(c) of the Bankruptcy Code and Bankruptcy Rules 4007 and 7001. 2. This Court has jurisdiction over the core proceeding pursuant to 28 U.S.C. §§ 157 and 1334. Contemporaneously with the filing of this Complaint, Carter has filed a joint motion to extend the time to file objections to discharge and dischargeability. Carter hereby files this Complaint in advance of the Court's ruling on that motion in an abundance of caution and Carter {TP200526;1} Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 2 of 16 expressly preserves all, and does not waive any, rights under that motion to amend this Complaint and raise additional claims under 11 U.S.C §§ 523 and 727. II. THE PARTIES 3. Debtor Andrew Badolato (“Badolato”) filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code on or about September 6, 2005. In his Petition, Debtor contends that he resides at 4604 49th Street, Box 28, St. Petersburg, Florida 33709. 4. Gerald Parker (although not a named party to this action) is Badolato's business partner (as admitted by Badolato in his §341 testimony) and is also a Chapter 7 debtor in a similar adversary proceeding pending before this Court. 5. Plaintiff Carter is a Pennsylvania corporation with its principal place of business at 1201 North Washington Street, Wilkes-Barre, Pennsylvania 18705. III. OPERATIVE FACTS 6. On May 5, 1999, Carter filed an Amended Complaint against Badolato and multiple other parties in the United States District Court for the Middle District of Pennsylvania (the “underlying action”) under Sections 1962 (c) and (d) of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), 18 U.S.C. § 1962 et. seq., as well as other related state law claims sounding in fraud and breach of contract. (A true and correct, copy of Carter’s Amended Complaint in the underlying action is attached hereto as Exhibit A and incorporated herein by reference.) 7. The claims asserted against Badolato in Carter’s Amended Complaint are, as follows: {TP200526;1}2 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 3 of 16 Count I - Violation of 18 U.S.C. § 1962(c) (Graystone World-Wide, Inc. as the Enterprise); Count II - Violation of 18 U.S.C. § 1962(d) by conspiring to violate 18 U.S.C. §1962(c); Count III - Violation of 18 U.S.C. § 1962(c) (Association-in-Fact Enterprise); Count IV - Violation of 18 U.S.C. § 1962(d) by conspiring to violate 18 U.S.C. §1962(c); and Count V - Common Law Fraud. These claims are clearly non-dischargeable in Badolato’s bankruptcy action. A. The Scheme Begins 8. As articulated more fully in Carter’s Amended Complaint in the underlying action, a company called Graystone World Wide, Inc. (“Graystone”) was fraudulently created to deceitfully promote the economic interests of its principals and promoters, including Badolato, through the sale of their personal Graystone stock. Although Graystone had no real base of operations, assets or customers, through, inter alia, bogus business plans created by Badolato and his co-conspirators, Graystone was falsely portrayed as having millions of dollars of “state-ofthe-art” shoe manufacturing equipment and hundreds of millions of dollars in production and sales commitments. 9. In order to be successful in its overall scheme to defraud members of the investing public, Graystone needed to establish some connection with a recognized name in the footwear industry. Graystone targeted Carter as that connection. 10. In February, 1997, Badolato’s co-conspirator, Donald J. Hallisy (“Hallisy”), Graystone’s former President and Chairman of its Board of Directors, planted the seeds for this scheme by placing an interstate telephone call to one of Carter’s principals under the false {TP200526;1}3 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 4 of 16 pretense that he was interested in acquiring Carter’s assets. During that discussion, Hallisy obtained valuable insight into Carter’s domestic and overseas operations. (Amended Complaint at ¶¶ 36-37.) 11. In February, 1998, Hallisy placed another interstate telephone call to Carter and proclaimed that the “time was right” to proceed with the acquisition of Carter’s assets. (Amended Complaint at ¶ 38.) 12. On March 19, 1998, Adam Waxman (“Waxman”), acting at the direction of Graystone and Hallisy, telefaxed through interstate wire services a Letter of Intent (“L.O.I.”) which summarized the terms of Graystone’s acquisition of Carter’s assets -- terms which had been negotiated through numerous interstate telephone calls and telefax transmissions. (Amended Complaint at ¶ 47; Exhibit 1 to Amended Complaint.) 13. On April 25, 1998, Hallisy offered the first of what turned out to be a series of excuses for delaying consummation of the Graystone/Carter agreement by telefaxing, through interstate wire services, a letter which advised Carter’s President, Howard Gonchar (“Gonchar”), that the closing had to be delayed 30 days. (Amended Complaint at ¶ 60; Exhibit 2 to Amended Complaint.) B. Carter Continues Its Operations For Graystone’s Benefit 14. In the meantime, to induce Carter to continue its operations for Graystone’s benefit during the interim, Hallisy’s April 25, 1998 telefax transmittal assured Carter that Graystone would pay in advance all fixed overhead, payroll and raw material costs until the time of closing. (Amended Complaint at ¶ 61; Exhibit 2 to Amended Complaint.) {TP200526;1}4 Case 8:05-ap-00903-MGW 15. Doc 1 Filed 12/05/05 Page 5 of 16 Through multiple related interstate telephone conversations and telefax transmissions which took place between April 28, 1998 and June 1, 1998, Graystone, Hallisy and their agents provided false assurances to Carter that Graystone’s aforementioned contractual obligations would be honored and the deal would be closed by June 1, 1998. (Amended Complaint at ¶ 71; Exhibits 2, 3 and 5 to Amended Complaint.) 16. Relying on each of these assurances, Carter continued to operate on Graystone’s behalf and for Graystone’s benefit. 17. In late May, 1998, Hallisy furthered the unlawful scheme outlined in Carter’s Amended Complaint in the underlying action by placing an interstate telephone call to Gonchar and informing him that Graystone needed a “few extra days” to come up with the funding needed for the $3,000,000.00 closing on Carter’s assets, which had been scheduled for June 1, 1998. (Amended Complaint at ¶ 77.) Accordingly, the Asset Purchase Agreement between Carter and Graystone was executed on June 1, 1998, but the Agreement was held in escrow by Carter’s counsel pending delivery of Graystone’s cash payment. 18. As Carter, unfortunately, would later learn, Graystone never had the ability, or intention, of paying $3 million for Carter’s assets. Indeed, by letter dated June 2, 1998, which was transmitted through interstate wire services just one (1) day after the escrow closing, Hallisy attempted to renegotiate the deal by proposing that Carter accept 750,000.00 shares of Graystone stock instead of the previously negotiated $3 million purchase price for the sale of Carter’s assets. To induce Carter to change the deal, Graystone represented that it would buy back the 750,000 shares for $10/share. As an alternative, Hallisy and Graystone proposed that the Carter assets be sold for a combination of $1.5 million in cash and 375,000 shares of Graystone stock which Graystone would repurchase at $10/share. (Id.) {TP200526;1}5 Case 8:05-ap-00903-MGW 19. Doc 1 Filed 12/05/05 Page 6 of 16 Over the course of the ensuing weeks, Hallisy and Graystone, through numerous related interstate telephone calls and telephone transmissions, continued to falsely assure Carter’s principals and agents that Graystone would pay Carter the $3 million purchase price and all unreimbursed operating expenses Carter incurred on Graystone’s behalf within a matter of a few days. (Amended Complaint at ¶ 88.) 20. By letter dated June 19, 1998, which was transmitted to Carter via interstate wire services, Graystone and Hallisy falsely proclaimed that Graystone was committed to “moving forward and meeting all our obligations” to Carter. (See Exhibit 7 to Amended Complaint.) 21. In that same letter, Graystone and Hallisy also falsely claimed that Graystone would pay Carter $3 million by the end of June, 1998, one-half of which would be applied toward the asset purchase price and the other half to the operating expenses which Hallisy acknowledged were owed by Graystone to Carter. (Id.) 22. Again, Carter relied on each of these assurances in continuing to operate on Graystone’s behalf and for Graystone’s benefit. 23. To further convince Carter to continue operating for Graystone’s benefit while they carried out their unlawful scheme, Graystone, through loans arranged by, inter alia, Hallisy and Badolato (discussed below) and collateralized by Graystone stock, transferred, via interstate wire services, more than $650,000.00 to Carter to partially offset the operating expenses that Carter had incurred on Graystone’s behalf. (Amended Complaint at ¶¶ 69, 93.) 24. Through multiple acts of interstate communications during the months of July and August, 1998, Graystone and Hallisy repeatedly fabricated one excuse after another for Graystone’s funding delays while, at the same time, provided further false assurances that Carter {TP200526;1}6 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 7 of 16 would be paid in short order. (Amended Complaint at ¶ 94.) With each excuse and fraudulent assurance, Carter continued to operate on behalf of Graystone. C. Badolato And IMA Enter Upon The Scene 25. By the beginning of August, 1998, Carter had enough of Graystone’s excuses and delays and announced that it could not keep operating for Graystone’s benefit without funding and would have to start laying off its employees. It was at that point that Badolato and his cohorts at Investment Management of America, Inc. (“IMA”), a company in which Badolato was both an officer and director, including Badolato’s admitted business partner and IMA officer and director, Parker, introduced themselves to Carter. Unbeknownst to Carter at the time, however, Badolato and Parker had begun scheming with Graystone and Hallisy several months earlier. 26. More specifically, in June, 1998, Badolato, Parker and IMA began assisting Hallisy in the preparation of a phony Graystone business plan for purposes of attracting investors. 27. On June 14, 1998, IMA loaned Graystone $175,000.00 in exchange for a Promissory Note to which IMA was to be repaid at an interest rate of ten percent (10%) per annum and also receive 30,000 shares of Graystone stock. 28. On June 25, 1998, Badolato, in furtherance of the Graystone’s deal, personally loaned $70,000 to Graystone, for which, over the next few months, he was paid a total of $110,000. 29. On August 5, 1998, Parker, acting on behalf of and for the benefit of himself, IMA and Badolato, met with Hallisy in Georgia to further discuss Graystone and the status of the Carter acquisition. {TP200526;1}7 Case 8:05-ap-00903-MGW 30. Doc 1 Filed 12/05/05 Page 8 of 16 The following day, on August 6, 1998, Carter’s Dave Weaver telefaxed a letter to Hallisy informing Hallisy and Graystone that Carter would begin laying off key management personnel because of Graystone’s numerous contractual breaches and Carter’s inability to continue operating for Graystone’s benefit. 31. Within a few hours of transmitting the August 6, 1998 letter, Weaver received an interstate telephone call from Parker, who introduced himself as representing IMA. Parker advised Weaver that IMA would be providing investment capital to Graystone which would enable Graystone to meet all of its financial obligations to Carter. He also stated that IMA was in the process of finalizing the paperwork with Hallisy and Graystone -- a process which Parker claimed would only take a few more days to complete. Parker also expressly acknowledged during that same conversation that IMA was aware of Carter’s dire financial straits and, to help Carter continue to operate, would wire-transfer $800,000.00 into Carter’s bank account no later than August 11, 1998. 32. Based upon Parker’s aforementioned assurances -- which, like those of Hallisy and his co-conspirators, later proved to be false -- Weaver telefaxed a second letter on August 6, 1998 informing Hallisy and Parker that Carter would place the management personnel it previously intended to lay off on half days. In that same letter, Weaver also requested that Hallisy and/or Parker immediately notify him if there would be any changes to Graystone’s promised payment schedule so that Carter could make alternative arrangements with its management employees if necessary. Despite Weaver’s request, neither Hallisy nor Parker, nor any one acting on their respective behalf, ever notified Weaver of any anticipated deviation from IMA’s commitment to transfer $800,000.00 in working capital to Carter by August 11, 1998. {TP200526;1}8 Case 8:05-ap-00903-MGW 33. Doc 1 Filed 12/05/05 Page 9 of 16 After Parker’s call to Carter on August 6, 1998, Smith Consulting, Inc. (“Smith Consulting”), another defendant in the underlying action, transferred 250,000 shares of its Graystone stock to IMA and, thereby, conferred an economic benefit to Badolato and Parker in exchange for their roles in furthering the Graystone scheme. 34. Later that same week, a number of Carter officials, including Weaver and Leonard Gonchar, met with representatives of both Graystone and IMA at a trade show in Las Vegas, Nevada. Carter had previously advised Graystone that it would not attend the trade show because Graystone had breached financial obligations to Carter. Knowing, however, that Carter’s attendance at this trade show and perception as a continued presence in the footwear industry was essential to further Defendants’ deceptive scheme, Hallisy implored, and ultimately convinced, Carter to send representatives to the show so that they could, inter alia, meet Badolato, Parker and the IMA team. 35. At that trade show, Parker and Badolato furthered their contrived scheme by falsely representing to Carter’s Weaver and Leonard Gonchar that IMA would promptly fund Graystone’ s acquisition of Carter’s assets under the June 1, 1998 Purchase Agreement, as well as reimburse Carter for all working capital commitments previously made, but breached, by Graystone. 36. Notwithstanding these misrepresentations, IMA failed to transfer the promised operating funds into Carter’s bank account by IMA’s commitment date of August 11, 1998. When Weaver contacted IMA in an attempt to expedite the transfer of these needed funds, he was advised by Badolato that, before its could advance any monies, IMA needed Carter to provide “ballpark” figures for the operating funds that Carter would need to operate on {TP200526;1}9 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 10 of 16 Graystone’s behalf until the deal closed. Badolato also requested Carter’s anticipated sales revenues for the products that Carter had manufactured on Graystone’s behalf. 37. Weaver responded to Badolato’s request within twenty four (24) hours. By telefax, Weaver advised Badolato that Graystone had advanced a total of $655,000.00 to partially offset the operating costs that Carter had incurred on Graystone’ s behalf but that, in addition to those advances, Carter had also incurred $1.6 million in operating expenses for which Carter had not been reimbursed. Weaver also projected that an additional $2 million would be needed to cover the operating expenses that Carter expected to incur on Graystone’s behalf over the next two months. Finally, Weaver advised Badolato that Carter had received sales commitments for 6,000,000 pairs of shoes at an average price of $2.40 per pair, but that those commitments could be reduced by as much as 33% if the closing was delayed any further. 38. On August 13, 1998, just one day after receiving the above-referenced figures from Carter, Badolato, acting on behalf of IMA and in concert with Parker, transmitted, through interstate wire services, a letter to Weaver which falsely represented that “IMA, its partners and principals” (including Badolato) had taken over the control of Graystone and that the closing documents were due for signing by August 14, 1998. In that same letter, Badolato and IMA expressly stated that “[i]t is [IMA’s] intent to immediately and expediently fulfill all obligations to Carter Footwear as outlined in [Graystone’s] original acquisition agreement.” Badolato’s and IMA’s August 13, 1998 representations were false and misleading. 39. Badolato and IMA also falsely represented in their August 13, 1998 letter that IMA was structuring a $7,000,000.00 private placement to close on or before October 31, 1998 and that, during the interim, “all working capital commitments and general obligations (including [Carter’s]) will be made from our internal pooling account and bridge financing.” Badolato and {TP200526;1}10 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 11 of 16 IMA additionally and falsely represented and warranted in the August 13, 1998 commitment letter that, commencing August 18, 1998, IMA would send Carter, via interstate wire transfers, the $800,000.00 already in arrears as well as “all other necessary obligations as they become due.” 40. To further the foregoing fraud and other unlawful activity, on August 13, 1998, IMA, Badolato directed IMA’s agent, Tricia Wilds, to transmit to Carter, via interstate wire services, a prospectus which was characterized as “the overview for IMA and a Graystone draft.” That document purported to set forth an overview of Graystone’s operations and confirmation of “Graystone’s mission . . . to be recognized as the world’s leading American shoe manufacturer . . . by acquiring state-of-the art component and shoe manufacturing facilities. . .“ That prospectus also falsely claimed that Graystone was “currently in purchase negotiations” with Carter, despite the fact that the terms of Carter’s asset acquisition had already been established in the June 1, 1998 Purchase Agreement. It also fraudulently misrepresented that Graystone had more than $25 million in assets in the United States and the Dominican Republic, with no long-term debt. 41. In the Business Plan which Badolato directed be transmitted to Weaver via interstate wire services on August 13, 1998, Badolato was identified as, inter alia, a key member of its Management Team. Detailed biographic data is included in this Graystone IMA Business Plan regarding each member of the new “Management Team,” including Badolato. Also attached to this Business Plan was a summary of IMA’s operations and experiences, including some of IMA’s purported clients. 42. On August 13, 1998, the same day that IMA telefaxed its commitment letter and the IMA/Graystone prospectus to Carter, Hallisy and Graystone furthered Badolato's fraudulent and unlawful scheme by telefaxing, through interstate wire services, a transmittal letter and a {TP200526;1}11 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 12 of 16 copy of a Graystone check to Carter in the amount of $900,000.00, post-dated for August 19, 1998, as an alleged “payment on account” of the capital expenses that Carter had incurred on Graystone’s behalf. 43. Graystone’s August 19, 1998 check was purportedly drawn on a Graystone account with Wachovia Bank, N.A. in Atlanta, Georgia. Wachovia Bank, however, refused to honor the check upon presentment because Graystone did not have sufficient funds in its account to cover the check. 44. After Graystone’s August 19, 1998 check bounced, Gonchar demanded that Hallisy and Graystone immediately cover the check and confirm the source for the remaining funds owed by Graystone, as well as the schedule by when these funds would be delivered to Carter. In response, Hallisy and Graystone telefaxed, again through interstate wire services, a letter on August 22, 1998. In this letter, Hallisy and Graystone fraudulently claimed that “Graystone [had] reached a separate agreement with a third party by which certain funds shall be delivered to Graystone at established intervals for continued operations.” Hallisy and Graystone did not provide any details whatsoever regarding either the third party source or the “established [payment] intervals.” They did, however, deliberately misrepresent in that letter that Carter could expect $900,000.00 to be wire-transferred into its account by August 25, 1998. 45. As they had done repeatedly in the past, Graystone and Hallisy reneged on their commitment to wire-transfer $900,000.00 into Carter’s account by the August 25, 1998 deadline. When Carter did not receive those promised funds, its officials again pressured Graystone, Hallisy and others to make good on Graystone’s financial commitments to Carter. 46. In response, on August 26, 1998 Hallisy and Graystone telefaxed yet another letter to Carter through interstate wire services, this time fraudulently representing that Wachovia {TP200526;1}12 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 13 of 16 Bank would be honoring Graystone’s $900,000.00 bounced check because the payment to cover Graystone’s check was “imminent.” Contrary to this misrepresentation, Wachovia Bank never honored Graystone’s $900,000.00 check. 47. In the August 26, 1998 letter, Hallisy and Graystone also fraudulently referenced “three separate agreements,” with unidentified sources, which would enable Graystone to pay Carter $1,000,000.00 towards the asset acquisition within ten (10) days (i.e., by September 5, 1998) and the remaining $2,000,000.00 within ten (10) days after that date (i.e., by September 15, 1998.) The following day, August 27, 1998, Hallisy repeated this same false message to Weaver during an interstate telephone conversation during which Hallisy also said that Daniel Kemp (another defendant in the underlying RICO action) and Parker would be calling to provide Carter with further assurances that Graystone would be in a position, Badolato’s business associate, within a matter of days, to meet all of Graystone’s financial commitments to Carter. As Hallisy had promised, Kemp and Parker (who, again, was acting on behalf of and for the benefit of himself, IMA and Badolato) did call Carter and falsely assure it that Smith Barney was putting together a funding package to cover all of Graystone’s debt to Carter and that the funds would be available in short order. 48. To further Defendants’ unlawful scheme, Parker and IMA’s attorney, Neil Hutchinson, Esq., traveled to Wilkes-Barre, Pennsylvania in mid-September, 1998 to meet with Carter officials and provide further false assurances that the monies were coming. During meetings which took place on September 16 and 17, 1998, Parker and Hutchinson falsely proclaimed that Graystone’s $900,000.00 bounced check would be honored by IMA within a few days, that an additional, substantial payment would be made within a few weeks thereafter and {TP200526;1}13 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 14 of 16 that all of Graystone’s remaining financial commitments to Carter would be paid in full by the end of October, 1998. 49. As with the many false assurances which Defendants had deceptively made in the past, however, none of the payments promised by Badolato, IMA and Parker were ever received by Carter. Finally, on September 25, 1998, because it could no longer sustain the mounting losses it was continuing to incur on Graystone’s behalf, Carter advised Graystone, through Hallisy, and IMA, through Badolato and Parker, that Carter was terminating the June 1, 1998 Purchase Agreement. 50. By the time carter realized that Badolato, Parker and IMA had no intention of ever honoring Graystone’s mounting debt, it had sustained millions of dollars of damages. (Amended Complaint at ¶¶ 118-120, 138.) 51. Based on the evidence of record set forth above, which, significantly, compelled a denial of the summary judgment motions filed by Badolato and all other defendants in the underlying action, it is clear that Badolato and his co-defendants in that action intended to deceptively induce Carter to, inter alia, continue operating for Graystone’s benefit while they carried out their deceptive plot to capitalize on the sale of Graystone stock knowing, all along, that IMA intended to fully fund Graystone’s mounting debt to Carter. 52. Badolato, Parker and IMA were integral components of the scheme to defraud Carter through their false and misleading misrepresentations that funding would be provided to Carter. 53. Upon information and belief, Badolato knew that the funding assurances he made to Carter were false when made and that neither he, IMA, Parker nor Graystone ever intended to make good on their repeated false assurances to Carter. Instead, through these {TP200526;1}14 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 15 of 16 misrepresentations, as well as the seed money provided by, inter alia, Badolato and IMA loans, they merely intended to string Carter along long enough for them to carry out their deceptive and unlawful plot to defraud the investing public through the sale of their worthless Graystone stock. 54. Badolato’s aforementioned fraudulent and false utterances were intended to, and did in fact, defraud Carter and induce it to continue operating on Graystone’s behalf while he and his cohorts carried out their deceptive plot. 55. Carter reasonably relied, must to its detriment, on Badolato’s false assurances and utterances and/or omissions of material facts. 56. At the trial in the underlying action, Carter will prove that it incurred damages in excess of $6 million as a result of the fraudulent misrepresentations and furtive scheme carried out by Badolato and his cohorts. 57. Accordingly, the debts arising out of Carter’s RICO and fraud claims against Badolato are non-dischargeable under Section 523(a)(2)(A) of the Bankruptcy Code. IV. RELIEF REQUESTED WHEREFORE, Plaintiff Carter respectfully requests that this Court upon trial: (1) order the Debtor’s indebtedness to Plaintiff Carter, together with punitive damages, attorneys fees, costs of suit, and legal interest and such other and further relief as the Court deems appropriate, constitutes a non-dischargeable debt to 11 U.S.C. § 523(a)(2)(A); (2) grant a non-dischargeable judgment in favor of Plaintiff Carter against Debtor, plus pre-judgment and post-judgment interest as provided by law, reasonable attorneys’ fees, cost and expenses; and (3) grant Plaintiff Carter such other and further relief as it may be justly entitled. {TP200526;1}15 Case 8:05-ap-00903-MGW Doc 1 Filed 12/05/05 Page 16 of 16 Dated: December 5th , 2005 /s/ Edmund S. Whitson, III Edmund S. Whitson, III, Esquire Fla. Bar #897272 AKERMAN SENTERFITT Sun Trust Financial Center 401 E. Jackson Street – Suite 1700 Tampa, FL 33602 (813) 209-5011 (phone) (813) 223-2837 (fax) Email: edmund.whitson@akerman.com {TP200526;1}16