Preview
FILED
10/20/2023 3:33 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Debra Clark DEPUTY
CAUSE NO. DC-23-09546
CONSTANCE O’NEILL and IN THE DISTRICT COURT OF
CONSTANCE O’NEILL on behalfof
PATRICIA BLASS, individually and as
trustee of the Gus Blass II Share #2 Trust
Plaintiff,
Vv
J. CHRIS O’NEILL DALLAS COUNTY, TEXAS
ENTERPRISE FNX, INC.
VENDOR NETWORKS, INC.
WORK RECORDS, INC.,
Defendants.
134" JUDICIAL DISTRICT
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER
PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND
Pursuant to Texas Business organizations Code section 21.218, Plaintiffs Constance
O’Neill (“Ms. O'Neill”) and Patricia Blass (“Ms. Blass”), individually and as trustee of the Gus
Blass II Share #2 Trust (“Plaintiffs”) file this Amended and Supplemental Shareholders’ Motion
to Compel Instanter Production of Corporate Records Pursuant to Shareholder Demand (the
“Motion”).
BACKGROUND
Ms. Blass is a 94-year-old woman living in Arkansas. For years, she and her late husband
(“Mr. Blass”) have held stock in Enterprise FNX, Inc., Vendor Networks, Inc., and WorkRecords,
Inc. (the “Corporate Defendants”). Since 2021, her daughter Ms. O’Neill has held stock in the
Corporate Defendants as well. On September 18, 2023, Plaintiffs made demand on all three
Corporate Defendants, by letter to and through counsel for the Corporate Defendants, to examine
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO
COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND PAGE |
books and records as permitted by Chapter 21 of the Texas Business Organizations Code.
Plaintiffs reasserted that demand on October 2, 2023, under Plaintiffs’ personal signatures. A true
and correct copy of Plaintiffs’ demand is attached hereto as Exhibit A.
On October 4, 2023, counsel for the Corporate Defendants indicated they had no further
procedural objections to the demand and only had objections as to the scope of the demand.
Despite repeated requests to clarify those objections as to scope, the Corporate Defendants have
clarified nothing. Counsel for the Corporate Defendants indicated that certain books and records,
regarding which there were no objections, “should” be available for inspection on October 18,
2023, after repeatedly being asked to provide a date certain for examination. On October 18, 2023,
counsel for the Corporate Defendants indicated production could not be made that day or even that
week: the CEO of the Corporate Defendants was out of town, and the general counsel of the
Corporate Defendants, having just returned from traveling abroad, had “more pressing matters on
his plate.” This recalcitrance comes despite Plaintiffs having sought these records for months, and
despite the fact that any corporation should have these kinds of documents on-hand in the ordinary
course of business.
Despite the absence of objections to Plaintiffs’ shareholder demand, the Corporate
Defendants refuse to make books and records available for examination and copying. This is a
fundamental shareholder right, guaranteed by Texas statute. A copy of Texas Business
Organizations Code section 21.218 is attached hereto as Exhibit B. Plaintiffs cannot reasonably
rely on vague assurances that documents will be made available in the future. Actions speak louder
than words, and the Corporate Defendants’ conduct demonstrates that they will not willingly open
their books and records to shareholders. Regrettably, Plaintiffs must seek judicial intervention.
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO
COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND PAGE 2
Plaintiffs ask that the Court that access be granted instanter on a date certain to be set by the Court,
and that the production of records continue day to day until inspection and copying is completed.
PLAINTIFFS ARE ENTITLED TO EXAMINATION
Plaintiffs made a written demand to examine the Corporate Defendants’ books and records.
They made this demand a month ago. When the Corporate Defendants objected on the grounds
that the Plaintiffs themselves did not sign the demand, the Plaintiffs submitted a personally-signed
renewal of the demand. The demand stated multiple proper purposes for inspection and that
Plaintiffs have been shareholders for over six months. Texas law is clear:
On written demand stating a proper purpose, a holder of shares of a corporation for
at least six months immediately preceding the holder’s demand . . . is entitled to
examine and copy, at a reasonable time at the corporation’s principal place of
business or other location approved by the corporation and the holder, the
corporation’s books, records of account, minutes, share transfer records, and other
records...
Tex. Bus. Org. Code § 21.218(a). Moreover, this provision:
does not impair the power of a court, on the presentation of proof of proper purpose
by a beneficial or record holder of shares, to compel the production for examination
by the holder, at the holder’s cost, of the books and records of account, minutes,
share transfer records, and other records, whether in written or other tangible form,
of a corporation.
Tex. Bus. Org. Code § 21.218(c). Accordingly, Texas law entitles Plaintiffs to seek an order from
this Court compelling production of books and records, at the Corporate Defendants’ cost.
It is beyond dispute that Plaintiffs are shareholders. True and correct copies of shareholder
certificates are attached hereto as Exhibit C. A table indicating stock ownership is attached hereto
as Exhibit D. A note from Mr. O’Neill to Mr. Blass, noting a transfer of shares to Mr. Blass, is
attached hereto as Exhibit E. Plaintiffs have undeniably held their shares for longer than six
months. And the purposes stated in the demand, which include assessing value of the shares;
determining whether there has been any corporate malfeasance or self-dealing; investigating
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO
COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND PAGE 3
suspected fraud, mismanagement, abuse, and breach of fiduciary duty; learning whether there are
any planned corporate actions which could affect share value; determining the truth of allegations
that WorkRecords, Inc. has lost $3 million a year every year since its formation; and discerning
whether Plaintiffs need to take immediate action to protect their shares, are clearly proper. See,
e.g., KT4 Partners LLC v. Palantir Techs. Inc., 203 A.3d 738, 756 (Del. 2019). Moreover, while
the statute does not define a “reasonable” timeframe to permit inspection, Defendants have had
more than enough time to produce corporate records. And time is of the essence as described
herein.
Most crucially, the Corporate Defendants, through counsel, represented they have no
objections to the demand other than as to scope. Given the statute explicitly itemizes certain
categories of records (and given the Corporate Defendants’ agreement to produce at least some
records) there can be no serious objection to production of profit and loss statements, share transfer
records, and minutes. The inescapable conclusion is that the Corporate Defendants have not
opened their books and records because they do not want to, or because they are ambivalent to
shareholder rights. Accordingly, Plaintiffs have no choice but to turn to this Court for relief.
THE SCOPE OF DEMAND IS PROPER
The scope of the demand includes the minute book, balance sheets, tax returns, records of
account, share transfer records, records of shareholder votes (if any), non-privileged documents
dealing with claims by the IRS, intellectual property ownership records, and documents regarding
any pending litigation or government investigation. This is a proper scope, as Texas courts
interpret the shareholder examination statute broadly. See, e.g., Westerburg v. W. Royalty Corp.,
No. 07-15-00082-CV, 2015 WL 8781425, at *4 (Tex. App.—Amarillo Dec. 11, 2015, pet. denied)
(affirming trial court judgment ordering inspection of shareholder rolls, bank statements and
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO
COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND PAGE 4
cancelled checks, cash flow reports, documents describing mineral rights, and real property
records).
PLAINTIFFS’ NEED IS URGENT
Ms. O’Neill has sought access to company records for months. On May 18, 2023, Ms.
O’Neill requested an investor update, and Mr. O’Neill responded that one would be coming
“soon.” A true and correct copy of this email exchange between Ms. O’Neill and Mr. O’Neill is
attached hereto as Exhibit F. No such update came.
Others experienced similar stonewalling. Carol Donnally demanded to examine records of
the corporate Defendants and eventually filed suit. A copy of the petition in the Donnally matter
is attached hereto as Exhibit G. That matter settled on the eve of a hearing to expedite production
of corporate records.
Plaintiffs have substantial reason to believe there is corporate wrongdoing. If they are
correct, they need to know as soon as possible to take all necessary precautions to protect
themselves, including but not limited to seeking appointment of a receiver. Plaintiffs base these
assertions of wrongdoing in part on Mr. O’Neill’s organization of four new corporate entities, two
of which are apparently merger subsidiaries and two of which have deceptively similar names to
two of the corporate defendants in this matter. True and correct copies of the certificates of
incorporation for those entities are attached hereto as Exhibits H, I, J, and K. Mr. O’Neill
organized these corporations while his divorce from Ms. O’Neill was pending. A true and correct
copy of the agreement incident to that divorce is attached hereto as Exhibit L.
One of these new corporations (EFNX, Inc.) is being sued by Mr. O’Neill’s former
employee, who alleges that Mr. O’Neill defrauded him of an $800,000 investment into EFNX,
Inc., comingled funds among various corporations, cryptically stated he needed to “fix all the
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO
COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND PAGE 5
accounting,” sent falsified promissory notes to the employee backdating the employee’s
investment, and stated that WorkRecords has lost $3 million a year since its founding. A copy of
the petition in Probasco v. O'Neill, DC-23-08383 (193d Judicial District, Dallas County, Texas,
June 22, 2023) is attached hereto as Exhibit M.
Moreover, time is also of the essence because Mr. O’Neill is under criminal investigation
by the IRS, and corporate assets could be seized or used by Mr. O’Neill to settle personal liability.
The cover pages of summonses from the IRS are attached hereto as Exhibit N.
PRAYER
For the foregoing reasons, Plaintiffs respectfully request an order directing the Corporate
Defendants to permit examination and copying by Plaintiffs or Plaintiffs’ attorneys, of the
Corporate Defendants’ books, records of account, minutes, share transfer records, and other
records, whether in written or other tangible form, and that the Corporate Defendants permit such
examination and copying at the Corporate Defendants’ place of business or by electronic
transmission of documents on a date mutually agreeable to the parties but in no event later than a
date certain to be set by this Court, and that examination continue from day to day until complete.
Plaintiffs further request their costs and fees in bringing this motion as permitted by the Texas
Business Organizations Code.
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO
COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND PAGE 6
Respectfully submitted,
/s/ Werner A. Powers
Werner A. Powers
State Bar No. 16218800
werner.powers@haynesboone.com
Samuel Mallick
State Bar No. 24109501
sam.mallick@haynesboone.com
HAYNES AND BOONE, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
Telephone: (214) 651-5000
Telecopier: (214) 651-5581
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO
COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND PAGE 7
CERTIFICATE OF CONFERENCE
Counsel for movant and counsel for respondent have personally conducted a conference at
which there was a substantive discussion of every item presented to the Court in this motion and
despite best efforts the counsel have not been able to resolve those matters presented.
Certified to the 20th of October, 2023 by:
/s/ Samuel Mallick
Samuel Mallick
CERTIFICATE OF SERVICE
[hereby certify that on October 20, 2023, a true and correct copy of the foregoing document
was served on the below counsel in accordance with the Texas Rules of Civil Procedure:
/s/ Samuel Mallick
Samuel Mallick
Stuart M. Reynolds, Jr.
Schneider Miller Reynolds, P.C
300 N. Coit Road, Suite 1125
Richardson, Texas 75080
(972) 479-1112 Telephone
(972) 479-1113 Telecopy
Email: stuart@schneidlaw.com
PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO
COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO
SHAREHOLDER DEMAND PAGE 8
EXHIBIT
A
Re: Cause No. DC-23-09546; Constance O'Neill, et al. v. J. Chris O'Neill, et al.;
in the 134th
District Court of Dallas County, Texas Shareholder Demand to Examine and Copy
Books and Records of Corporate Defendants
To WorkRecords, Inc., Enterprise FNX, Inc., and Vendor Networks, Inc:
We are Plaintiffs in the above-referenced matter, We are sharehol
ders of WorkRecords, Inc.,
Enterprise FNX, Inc., and Vendor Networks, Inc (collectively, the “Corpor
ate Defendants”),
We write in reference to the September 18, 2023 letter that our counsel sent on our behalf to
Stuart M. Reynolds, Jr., counsel to the Corporate Defendants, making
demand to examine the
books and records of the Corporate Defendants. That letter is attached.
We affirm that counsel
sent that letter on our behalf. We incorporate that letter herein by reference and reaffirm that
demand to examine books and records of the Corporate Defendants to
the fullest extent permitted
by Texas law, at the time and place indicated in that letter,
for Proper purposes including
ascertaining the value of our shares, determining whether there
has been any corporate
malfeasance or self-dealing, investigate suspected fraud, misman
agement, abuse, and breach of
fiduciary duty, learn whether there are any planned corporate actions
which could affect the
value of our shares, determine the truth of allegations that WorkRe
cords, Inc. has lost $3 million
a year every year since its formation, and discern whether we need
to take any immediate action
to protect the value of our shares.
Nothing herein is intended to waive any default, event of default, right,
remedy, recourse, claim,
or cause of action. Our counsel looks forward to your prompt response.
a
(é diene Cutt
Connie O'Neill
Date: _] Jay 13 5
52 ( clas,
Patricia Blass, Individually
Date: 4/2 4fZo
Fad Reoeneos'
-
dla. &
Patricia Blass, as Trustee of the
rina les
Gus Blass IT Share #2 Trust
Date: Uy fis
HAYNES BOONE
September 18, 2023
Via Email
Stuart M. Reynolds, Jr.
Schneider Miller Reynolds, P .C.
Attorneys at Law
300 N. Coit Road, Suite 1125
Richardson, Texas 75080
stuart@schneidlaw.com
Re: Cause No. DC-23-09546; Constance O'Neill, et al. v. J. Chris O'Neill, et al.; in the 134th
District Court of Dallas County, Texas — Shareholder Demand to Examine and Copy Books
and Records of Corporate Defendants
Dear Stuart:
As you know, we represent the Plaintiffs in the above-referenced matter. We write to you in your
capacity as counsel for Chris O’Neill (““Mr. O’Neill’”) and WorkRecords, Inc., Enterprise FNX,
Inc., and Vendor Networks, Inc (collectively, the “Corporate Defendants”). Connie O’Neill
individually and as Power of Attorney for Patricia Blass, in her individual capacity and as trustee
of the Gus Blass II Share # 2 Trust (collectively, “Plaintiffs”), hereby make demand of the
Corporate Defendants to examine and copy their books and records. This demand is made pursuant
to Chapter 21 of the Texas Business Organizations Code. See Tex. Bus. Org. Code § 21.218.
As is clear from records sent by Mr. O’Neill to Connie O’Neill, each and every Plaintiff, in all
their capacities, hold shares in each and every one of the Corporate Defendants. Plaintiffs have
held those shares for more than six months immediately preceding this demand, and all Plaintiffs
in all capacities make this demand of each and every Corporate Defendant.
Plaintiffs demand to examine corporate records to the greatest extent permitted by Chapter 21 of
the Texas Business Organizations Code, including examination and copying of all of the Corporate
Defendants’ books, records of account, minutes, share transfer records, and other records—
including shareholder roles, records of shareholder votes (if any), minute books including
corporate charters and resolutions, profit-loss statements, tax returns and documentation
supporting the same, pleadings in and documents relating to any pending litigation or government
investigation, documents and communications regarding any planned sale of the business or a
substantial portion of the business, any sale of intellectual property, or any considered or proposed
bankruptcy filing, and any and all real and intellectual property ownership records. See
Haynes and Boone, LLP 2801 N. Harwood Street | Suite 2300 | Dallas, TX 75201
T: 214.651.5000 | haynesboone.com
HAYNES BOONE
Stuart M. Reynolds, Jr.
September 18, 2023
Page 2
Westerburg v. W. Royalty Corp., No. 07-15-00082-CV, 2015 WL 8781425, at *4 (Tex. App.—
Amarillo Dec. 11, 2015, pet. denied) (affirming trial court judgment ordering inspection of
shareholder rolls, bank statements and cancelled checks, cash flow reports, documents describing
mineral rights, and real property records). To the extent the Corporate Defendants have not
complied with corporate formalities, Plaintiffs request records sufficient to provide the information
that would ordinarily be included in corporate books and records.
This demand is made in good faith and for a proper purpose, namely so that Plaintiffs may:
ascertain the value of their shares in the Corporate Defendants; determine whether there has been
any corporate malfeasance or self-dealing; investigate suspected fraud, mismanagement, abuse,
and breach of fiduciary duty; learn whether there are any planned corporate actions which could
affect the value of the Plaintiffs’ shares; determine the truth of allegations that WorkRecords, Inc.
has lost $3 million a year every year since its formation; and discern whether Plaintiffs need to
take any immediate action to protect the value of their shares. See, e.g., KT4 Partners LLC v.
Palantir Techs. Inc., 203 A.3d 738, 756 (Del. 2019) (under similarly-worded statute, a “proper
purpose” includes “investigating ‘fraud, mismanagement, abuse, and breach of fiduciary duty”);
see also Moore v. Rock Creek Oil Corp., 59 S.W.2d 815, 818-19 (Tex. Comm’n App. 1933) (“The
stockholders of a corporation are the beneficial owners of the corporate property, and are therefore
vitally interested in knowing the true condition of its affairs. If a condition exists which is
calculated to alarm the stockholders, they are legitimately entitled to know such fact . . . .”)
Inspection is to occur no later than two weeks from the date of this letter, at the Corporate
Defendants’ place of business, or at some other place mutually agreeable to the parties, and to
continue from day-to-day until inspection is completed. Plaintiffs are agreeable to an electronic
production of books and records. Two weeks is a more than reasonable time period given there is
a statutory obligation that the Corporate Defendants make books and records available for
inspection, that the Corporate Defendants should have easy access to all books and records, and
that there is an emergent need for the Plaintiffs to access the Corporate Defendants’ books and
records given ongoing litigation filed by a former employee of WorkRecords, Inc. and an IRS
investigation regarding Chris O’Neill.
Please respond within three days of the date of this letter stating whether the Corporate Defendants
will comply with this demand. If we do not hear from you within three days, or if your response
does not clearly indicate that the Corporate Defendants will comply with this demand, we will take
your silence as a refusal to permit examination and copying.
HAYNES BOONE
Stuart M. Reynolds, Jr.
September 18, 2023
Page 3
Nothing herein is intended to waive any default, event of default, right, remedy, recourse, claim,
or cause of action by the Plaintiffs. We look forward to your prompt response.
Respectfully,
/s/ Sam Mallick
Sam Mallick
Direct Phone Number: (214) 651-5962
Sam.Mallick@haynesboone.com
cc: Werner Powers
_ Examination of Records, TX BUS ORG § 21.218
EXHIBIT
a
B
~ KeyCite Yellow Flag - Negative Treatment
Proposed Legislation
Vernon's Texas Statutes and Codes Annotated
Business Organizations Code (Refs & Annos)
Title 2. Corporations (Refs & Annos)
Chapter 21. For-Profit Corporations (Refs & Annos)
Subchapter E. Shareholder Rights and Restrictions
V.T.C.A., Business Organizations Code § 21.218
§ 21.218. Examination of Records
Effective: September 1, 2023
Currentness
(a) In this section, a holder of a beneficial interest in a voting trust entered into under Section 6.251 is a holder of the shares
represented by the beneficial interest.
(b) On written demand stating a proper purpose, a holder of shares of a corporation for at least six months immediately preceding
the holder's demand, or a holder of at least five percent of all of the outstanding shares of a corporation, is entitled to examine
and copy, at a reasonable time at the corporation's principal place of business or other location approved by the corporation and
the holder, the corporation's books, records of account, minutes, share transfer records, and other records, whether in written or
other tangible form, if the record is reasonably related to and appropriate to examine and copy for that proper purpose.
(b-1) The examination and copying may be conducted by the holder of shares or through an agent, accountant, or attorney. An
agent, accountant, or attorney who conducts an examination and copying under this section is subject to any obligations of the
shareholder with respect to the records made available for examination and copying.
(c) This section does not impair the power of a court, on the presentation of proof of proper purpose by a beneficial or record
holder of shares, to compel the production for examination by the holder, at the holder's cost, of the books and records of account
, minutes, share transfer records, and other records, whether in written or other tangible form, of a corporation, regardless of
the period during which the holder was a beneficial holder or record holder and regardless of the number of shares held by
the person.
Credits
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by Acts 2017, 85th Leg., ch. 75 (S.B. 1518), § 9, eff. Sept. 1,
2017; Acts 2023, 88th Leg., ch, 27 (S.B. 1514), § 26, eff. Sept. 1, 2023.
Notes of Decisions (21)
V.T. C. A., Business Organizations Code § 21.218, TX BUS ORG § 21.218
WESTLAW © 2023 Thomson Reuters. No claim to original U.S. Government Works.
§ 21.218. Examination of Records, TX BUS ORG § 21.218
Current through legislation effective July 1, 2023, of the 2023 Regular Session of the 88th Legislature. Some statute sections
may be more current, but not necessarily complete through the whole Session. See credits for details.
End of Document © 023 Thomson Reuters. No claim to original U.S. Government Works.
WESTLAW © 2023 Thomson Reuters. No claim to original U.S. Government Works
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EXHIBIT
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MEMO
Date: March 22, 2006
To Gus Blass II
From: Chris O’Neill
RE Stock Certificates
Dad,
Enclosed please find the Friends & Family stock certificates we
discussed. As you distribute them, please have each recipient execute a
W-9 Form and an Investor Questionnaire and return mail it to the
WorkRecords office. Pre-addressed envelopes are enclosed.
Thanks again for all you and Mom do! I could not do this without you!
f\
Wwe?
EXHIBIT
F
From: Connie ONeill
To: Mallick, Sam; Powers, Werner A.
Subject: Fwd: Notes
Date: Thursday, July 6, 2023 6:04:54 PM
EXTERNAL: Sent from outside Haynes and
Boone, LLP
eee Forwarded message eee
From: Connie ONeill
Date: Mon, May 22, 2023 at 6:16 AM
Subject: Re: Notes
To: ONeill, Chris
if you are making money, I suggest you use some of that to send funds to mom to show your
desire to honor these notes. i’m trying to be very transparent and upfront before June 23.
On Mon, May 22, 2023 at 6:13 AM ONeill, Chris wrote:
I cannot predict the stock market. As I said earlier, we are working on the process to make a sale. When that is
done I will know the answers to your questions.
An update is coming out soon to all shareholders with related info.
jeo
On Thu, May 18, 2023 at 11:47 AM Connie ONeill wrote:
We are about 5 weeks away from all notes being due for payment. What is status? As I
said before, we would have expected and do expect some significant payment to show
good faith before the notes come due. I was also expecting and investor update.
Thanks,Connie
EXHIBIT
G
CAUSE NO.
CAROL DONNALLY, IN THE DISTRICT COURT OF
Plaintiff,
Vv.
MATHEW B. DELIER, DALLAS COUNTY, TEXAS
J. CHRIS O’NEILL
ENTERPRISE FNX, INC.
‘VENDOR NETWORKS,
Preview
FILED 10/20/2023 3:33 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Debra Clark DEPUTY CAUSE NO. DC-23-09546 CONSTANCE O’NEILL and IN THE DISTRICT COURT OF CONSTANCE O’NEILL on behalfof PATRICIA BLASS, individually and as trustee of the Gus Blass II Share #2 Trust Plaintiff, Vv J. CHRIS O’NEILL DALLAS COUNTY, TEXAS ENTERPRISE FNX, INC. VENDOR NETWORKS, INC. WORK RECORDS, INC., Defendants. 134" JUDICIAL DISTRICT PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND Pursuant to Texas Business organizations Code section 21.218, Plaintiffs Constance O’Neill (“Ms. O'Neill”) and Patricia Blass (“Ms. Blass”), individually and as trustee of the Gus Blass II Share #2 Trust (“Plaintiffs”) file this Amended and Supplemental Shareholders’ Motion to Compel Instanter Production of Corporate Records Pursuant to Shareholder Demand (the “Motion”). BACKGROUND Ms. Blass is a 94-year-old woman living in Arkansas. For years, she and her late husband (“Mr. Blass”) have held stock in Enterprise FNX, Inc., Vendor Networks, Inc., and WorkRecords, Inc. (the “Corporate Defendants”). Since 2021, her daughter Ms. O’Neill has held stock in the Corporate Defendants as well. On September 18, 2023, Plaintiffs made demand on all three Corporate Defendants, by letter to and through counsel for the Corporate Defendants, to examine PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND PAGE | books and records as permitted by Chapter 21 of the Texas Business Organizations Code. Plaintiffs reasserted that demand on October 2, 2023, under Plaintiffs’ personal signatures. A true and correct copy of Plaintiffs’ demand is attached hereto as Exhibit A. On October 4, 2023, counsel for the Corporate Defendants indicated they had no further procedural objections to the demand and only had objections as to the scope of the demand. Despite repeated requests to clarify those objections as to scope, the Corporate Defendants have clarified nothing. Counsel for the Corporate Defendants indicated that certain books and records, regarding which there were no objections, “should” be available for inspection on October 18, 2023, after repeatedly being asked to provide a date certain for examination. On October 18, 2023, counsel for the Corporate Defendants indicated production could not be made that day or even that week: the CEO of the Corporate Defendants was out of town, and the general counsel of the Corporate Defendants, having just returned from traveling abroad, had “more pressing matters on his plate.” This recalcitrance comes despite Plaintiffs having sought these records for months, and despite the fact that any corporation should have these kinds of documents on-hand in the ordinary course of business. Despite the absence of objections to Plaintiffs’ shareholder demand, the Corporate Defendants refuse to make books and records available for examination and copying. This is a fundamental shareholder right, guaranteed by Texas statute. A copy of Texas Business Organizations Code section 21.218 is attached hereto as Exhibit B. Plaintiffs cannot reasonably rely on vague assurances that documents will be made available in the future. Actions speak louder than words, and the Corporate Defendants’ conduct demonstrates that they will not willingly open their books and records to shareholders. Regrettably, Plaintiffs must seek judicial intervention. PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND PAGE 2 Plaintiffs ask that the Court that access be granted instanter on a date certain to be set by the Court, and that the production of records continue day to day until inspection and copying is completed. PLAINTIFFS ARE ENTITLED TO EXAMINATION Plaintiffs made a written demand to examine the Corporate Defendants’ books and records. They made this demand a month ago. When the Corporate Defendants objected on the grounds that the Plaintiffs themselves did not sign the demand, the Plaintiffs submitted a personally-signed renewal of the demand. The demand stated multiple proper purposes for inspection and that Plaintiffs have been shareholders for over six months. Texas law is clear: On written demand stating a proper purpose, a holder of shares of a corporation for at least six months immediately preceding the holder’s demand . . . is entitled to examine and copy, at a reasonable time at the corporation’s principal place of business or other location approved by the corporation and the holder, the corporation’s books, records of account, minutes, share transfer records, and other records... Tex. Bus. Org. Code § 21.218(a). Moreover, this provision: does not impair the power of a court, on the presentation of proof of proper purpose by a beneficial or record holder of shares, to compel the production for examination by the holder, at the holder’s cost, of the books and records of account, minutes, share transfer records, and other records, whether in written or other tangible form, of a corporation. Tex. Bus. Org. Code § 21.218(c). Accordingly, Texas law entitles Plaintiffs to seek an order from this Court compelling production of books and records, at the Corporate Defendants’ cost. It is beyond dispute that Plaintiffs are shareholders. True and correct copies of shareholder certificates are attached hereto as Exhibit C. A table indicating stock ownership is attached hereto as Exhibit D. A note from Mr. O’Neill to Mr. Blass, noting a transfer of shares to Mr. Blass, is attached hereto as Exhibit E. Plaintiffs have undeniably held their shares for longer than six months. And the purposes stated in the demand, which include assessing value of the shares; determining whether there has been any corporate malfeasance or self-dealing; investigating PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND PAGE 3 suspected fraud, mismanagement, abuse, and breach of fiduciary duty; learning whether there are any planned corporate actions which could affect share value; determining the truth of allegations that WorkRecords, Inc. has lost $3 million a year every year since its formation; and discerning whether Plaintiffs need to take immediate action to protect their shares, are clearly proper. See, e.g., KT4 Partners LLC v. Palantir Techs. Inc., 203 A.3d 738, 756 (Del. 2019). Moreover, while the statute does not define a “reasonable” timeframe to permit inspection, Defendants have had more than enough time to produce corporate records. And time is of the essence as described herein. Most crucially, the Corporate Defendants, through counsel, represented they have no objections to the demand other than as to scope. Given the statute explicitly itemizes certain categories of records (and given the Corporate Defendants’ agreement to produce at least some records) there can be no serious objection to production of profit and loss statements, share transfer records, and minutes. The inescapable conclusion is that the Corporate Defendants have not opened their books and records because they do not want to, or because they are ambivalent to shareholder rights. Accordingly, Plaintiffs have no choice but to turn to this Court for relief. THE SCOPE OF DEMAND IS PROPER The scope of the demand includes the minute book, balance sheets, tax returns, records of account, share transfer records, records of shareholder votes (if any), non-privileged documents dealing with claims by the IRS, intellectual property ownership records, and documents regarding any pending litigation or government investigation. This is a proper scope, as Texas courts interpret the shareholder examination statute broadly. See, e.g., Westerburg v. W. Royalty Corp., No. 07-15-00082-CV, 2015 WL 8781425, at *4 (Tex. App.—Amarillo Dec. 11, 2015, pet. denied) (affirming trial court judgment ordering inspection of shareholder rolls, bank statements and PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND PAGE 4 cancelled checks, cash flow reports, documents describing mineral rights, and real property records). PLAINTIFFS’ NEED IS URGENT Ms. O’Neill has sought access to company records for months. On May 18, 2023, Ms. O’Neill requested an investor update, and Mr. O’Neill responded that one would be coming “soon.” A true and correct copy of this email exchange between Ms. O’Neill and Mr. O’Neill is attached hereto as Exhibit F. No such update came. Others experienced similar stonewalling. Carol Donnally demanded to examine records of the corporate Defendants and eventually filed suit. A copy of the petition in the Donnally matter is attached hereto as Exhibit G. That matter settled on the eve of a hearing to expedite production of corporate records. Plaintiffs have substantial reason to believe there is corporate wrongdoing. If they are correct, they need to know as soon as possible to take all necessary precautions to protect themselves, including but not limited to seeking appointment of a receiver. Plaintiffs base these assertions of wrongdoing in part on Mr. O’Neill’s organization of four new corporate entities, two of which are apparently merger subsidiaries and two of which have deceptively similar names to two of the corporate defendants in this matter. True and correct copies of the certificates of incorporation for those entities are attached hereto as Exhibits H, I, J, and K. Mr. O’Neill organized these corporations while his divorce from Ms. O’Neill was pending. A true and correct copy of the agreement incident to that divorce is attached hereto as Exhibit L. One of these new corporations (EFNX, Inc.) is being sued by Mr. O’Neill’s former employee, who alleges that Mr. O’Neill defrauded him of an $800,000 investment into EFNX, Inc., comingled funds among various corporations, cryptically stated he needed to “fix all the PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND PAGE 5 accounting,” sent falsified promissory notes to the employee backdating the employee’s investment, and stated that WorkRecords has lost $3 million a year since its founding. A copy of the petition in Probasco v. O'Neill, DC-23-08383 (193d Judicial District, Dallas County, Texas, June 22, 2023) is attached hereto as Exhibit M. Moreover, time is also of the essence because Mr. O’Neill is under criminal investigation by the IRS, and corporate assets could be seized or used by Mr. O’Neill to settle personal liability. The cover pages of summonses from the IRS are attached hereto as Exhibit N. PRAYER For the foregoing reasons, Plaintiffs respectfully request an order directing the Corporate Defendants to permit examination and copying by Plaintiffs or Plaintiffs’ attorneys, of the Corporate Defendants’ books, records of account, minutes, share transfer records, and other records, whether in written or other tangible form, and that the Corporate Defendants permit such examination and copying at the Corporate Defendants’ place of business or by electronic transmission of documents on a date mutually agreeable to the parties but in no event later than a date certain to be set by this Court, and that examination continue from day to day until complete. Plaintiffs further request their costs and fees in bringing this motion as permitted by the Texas Business Organizations Code. PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND PAGE 6 Respectfully submitted, /s/ Werner A. Powers Werner A. Powers State Bar No. 16218800 werner.powers@haynesboone.com Samuel Mallick State Bar No. 24109501 sam.mallick@haynesboone.com HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 Telephone: (214) 651-5000 Telecopier: (214) 651-5581 PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND PAGE 7 CERTIFICATE OF CONFERENCE Counsel for movant and counsel for respondent have personally conducted a conference at which there was a substantive discussion of every item presented to the Court in this motion and despite best efforts the counsel have not been able to resolve those matters presented. Certified to the 20th of October, 2023 by: /s/ Samuel Mallick Samuel Mallick CERTIFICATE OF SERVICE [hereby certify that on October 20, 2023, a true and correct copy of the foregoing document was served on the below counsel in accordance with the Texas Rules of Civil Procedure: /s/ Samuel Mallick Samuel Mallick Stuart M. Reynolds, Jr. Schneider Miller Reynolds, P.C 300 N. Coit Road, Suite 1125 Richardson, Texas 75080 (972) 479-1112 Telephone (972) 479-1113 Telecopy Email: stuart@schneidlaw.com PLAINTIFFS’ RENEWED SHAREHOLDERS’ MOTION TO COMPEL INSTANTER PRODUCTION OF CORPORATE RECORDS PURSUANT TO SHAREHOLDER DEMAND PAGE 8 EXHIBIT A Re: Cause No. DC-23-09546; Constance O'Neill, et al. v. J. Chris O'Neill, et al.; in the 134th District Court of Dallas County, Texas Shareholder Demand to Examine and Copy Books and Records of Corporate Defendants To WorkRecords, Inc., Enterprise FNX, Inc., and Vendor Networks, Inc: We are Plaintiffs in the above-referenced matter, We are sharehol ders of WorkRecords, Inc., Enterprise FNX, Inc., and Vendor Networks, Inc (collectively, the “Corpor ate Defendants”), We write in reference to the September 18, 2023 letter that our counsel sent on our behalf to Stuart M. Reynolds, Jr., counsel to the Corporate Defendants, making demand to examine the books and records of the Corporate Defendants. That letter is attached. We affirm that counsel sent that letter on our behalf. We incorporate that letter herein by reference and reaffirm that demand to examine books and records of the Corporate Defendants to the fullest extent permitted by Texas law, at the time and place indicated in that letter, for Proper purposes including ascertaining the value of our shares, determining whether there has been any corporate malfeasance or self-dealing, investigate suspected fraud, misman agement, abuse, and breach of fiduciary duty, learn whether there are any planned corporate actions which could affect the value of our shares, determine the truth of allegations that WorkRe cords, Inc. has lost $3 million a year every year since its formation, and discern whether we need to take any immediate action to protect the value of our shares. Nothing herein is intended to waive any default, event of default, right, remedy, recourse, claim, or cause of action. Our counsel looks forward to your prompt response. a (é diene Cutt Connie O'Neill Date: _] Jay 13 5 52 ( clas, Patricia Blass, Individually Date: 4/2 4fZo Fad Reoeneos' - dla. & Patricia Blass, as Trustee of the rina les Gus Blass IT Share #2 Trust Date: Uy fis HAYNES BOONE September 18, 2023 Via Email Stuart M. Reynolds, Jr. Schneider Miller Reynolds, P .C. Attorneys at Law 300 N. Coit Road, Suite 1125 Richardson, Texas 75080 stuart@schneidlaw.com Re: Cause No. DC-23-09546; Constance O'Neill, et al. v. J. Chris O'Neill, et al.; in the 134th District Court of Dallas County, Texas — Shareholder Demand to Examine and Copy Books and Records of Corporate Defendants Dear Stuart: As you know, we represent the Plaintiffs in the above-referenced matter. We write to you in your capacity as counsel for Chris O’Neill (““Mr. O’Neill’”) and WorkRecords, Inc., Enterprise FNX, Inc., and Vendor Networks, Inc (collectively, the “Corporate Defendants”). Connie O’Neill individually and as Power of Attorney for Patricia Blass, in her individual capacity and as trustee of the Gus Blass II Share # 2 Trust (collectively, “Plaintiffs”), hereby make demand of the Corporate Defendants to examine and copy their books and records. This demand is made pursuant to Chapter 21 of the Texas Business Organizations Code. See Tex. Bus. Org. Code § 21.218. As is clear from records sent by Mr. O’Neill to Connie O’Neill, each and every Plaintiff, in all their capacities, hold shares in each and every one of the Corporate Defendants. Plaintiffs have held those shares for more than six months immediately preceding this demand, and all Plaintiffs in all capacities make this demand of each and every Corporate Defendant. Plaintiffs demand to examine corporate records to the greatest extent permitted by Chapter 21 of the Texas Business Organizations Code, including examination and copying of all of the Corporate Defendants’ books, records of account, minutes, share transfer records, and other records— including shareholder roles, records of shareholder votes (if any), minute books including corporate charters and resolutions, profit-loss statements, tax returns and documentation supporting the same, pleadings in and documents relating to any pending litigation or government investigation, documents and communications regarding any planned sale of the business or a substantial portion of the business, any sale of intellectual property, or any considered or proposed bankruptcy filing, and any and all real and intellectual property ownership records. See Haynes and Boone, LLP 2801 N. Harwood Street | Suite 2300 | Dallas, TX 75201 T: 214.651.5000 | haynesboone.com HAYNES BOONE Stuart M. Reynolds, Jr. September 18, 2023 Page 2 Westerburg v. W. Royalty Corp., No. 07-15-00082-CV, 2015 WL 8781425, at *4 (Tex. App.— Amarillo Dec. 11, 2015, pet. denied) (affirming trial court judgment ordering inspection of shareholder rolls, bank statements and cancelled checks, cash flow reports, documents describing mineral rights, and real property records). To the extent the Corporate Defendants have not complied with corporate formalities, Plaintiffs request records sufficient to provide the information that would ordinarily be included in corporate books and records. This demand is made in good faith and for a proper purpose, namely so that Plaintiffs may: ascertain the value of their shares in the Corporate Defendants; determine whether there has been any corporate malfeasance or self-dealing; investigate suspected fraud, mismanagement, abuse, and breach of fiduciary duty; learn whether there are any planned corporate actions which could affect the value of the Plaintiffs’ shares; determine the truth of allegations that WorkRecords, Inc. has lost $3 million a year every year since its formation; and discern whether Plaintiffs need to take any immediate action to protect the value of their shares. See, e.g., KT4 Partners LLC v. Palantir Techs. Inc., 203 A.3d 738, 756 (Del. 2019) (under similarly-worded statute, a “proper purpose” includes “investigating ‘fraud, mismanagement, abuse, and breach of fiduciary duty”); see also Moore v. Rock Creek Oil Corp., 59 S.W.2d 815, 818-19 (Tex. Comm’n App. 1933) (“The stockholders of a corporation are the beneficial owners of the corporate property, and are therefore vitally interested in knowing the true condition of its affairs. If a condition exists which is calculated to alarm the stockholders, they are legitimately entitled to know such fact . . . .”) Inspection is to occur no later than two weeks from the date of this letter, at the Corporate Defendants’ place of business, or at some other place mutually agreeable to the parties, and to continue from day-to-day until inspection is completed. Plaintiffs are agreeable to an electronic production of books and records. Two weeks is a more than reasonable time period given there is a statutory obligation that the Corporate Defendants make books and records available for inspection, that the Corporate Defendants should have easy access to all books and records, and that there is an emergent need for the Plaintiffs to access the Corporate Defendants’ books and records given ongoing litigation filed by a former employee of WorkRecords, Inc. and an IRS investigation regarding Chris O’Neill. Please respond within three days of the date of this letter stating whether the Corporate Defendants will comply with this demand. If we do not hear from you within three days, or if your response does not clearly indicate that the Corporate Defendants will comply with this demand, we will take your silence as a refusal to permit examination and copying. HAYNES BOONE Stuart M. Reynolds, Jr. September 18, 2023 Page 3 Nothing herein is intended to waive any default, event of default, right, remedy, recourse, claim, or cause of action by the Plaintiffs. We look forward to your prompt response. Respectfully, /s/ Sam Mallick Sam Mallick Direct Phone Number: (214) 651-5962 Sam.Mallick@haynesboone.com cc: Werner Powers _ Examination of Records, TX BUS ORG § 21.218 EXHIBIT a B ~ KeyCite Yellow Flag - Negative Treatment Proposed Legislation Vernon's Texas Statutes and Codes Annotated Business Organizations Code (Refs & Annos) Title 2. Corporations (Refs & Annos) Chapter 21. For-Profit Corporations (Refs & Annos) Subchapter E. Shareholder Rights and Restrictions V.T.C.A., Business Organizations Code § 21.218 § 21.218. Examination of Records Effective: September 1, 2023 Currentness (a) In this section, a holder of a beneficial interest in a voting trust entered into under Section 6.251 is a holder of the shares represented by the beneficial interest. (b) On written demand stating a proper purpose, a holder of shares of a corporation for at least six months immediately preceding the holder's demand, or a holder of at least five percent of all of the outstanding shares of a corporation, is entitled to examine and copy, at a reasonable time at the corporation's principal place of business or other location approved by the corporation and the holder, the corporation's books, records of account, minutes, share transfer records, and other records, whether in written or other tangible form, if the record is reasonably related to and appropriate to examine and copy for that proper purpose. (b-1) The examination and copying may be conducted by the holder of shares or through an agent, accountant, or attorney. An agent, accountant, or attorney who conducts an examination and copying under this section is subject to any obligations of the shareholder with respect to the records made available for examination and copying. (c) This section does not impair the power of a court, on the presentation of proof of proper purpose by a beneficial or record holder of shares, to compel the production for examination by the holder, at the holder's cost, of the books and records of account , minutes, share transfer records, and other records, whether in written or other tangible form, of a corporation, regardless of the period during which the holder was a beneficial holder or record holder and regardless of the number of shares held by the person. Credits Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. Amended by Acts 2017, 85th Leg., ch. 75 (S.B. 1518), § 9, eff. Sept. 1, 2017; Acts 2023, 88th Leg., ch, 27 (S.B. 1514), § 26, eff. Sept. 1, 2023. Notes of Decisions (21) V.T. C. A., Business Organizations Code § 21.218, TX BUS ORG § 21.218 WESTLAW © 2023 Thomson Reuters. No claim to original U.S. Government Works. § 21.218. Examination of Records, TX BUS ORG § 21.218 Current through legislation effective July 1, 2023, of the 2023 Regular Session of the 88th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details. End of Document © 023 Thomson Reuters. No claim to original U.S. Government Works. WESTLAW © 2023 Thomson Reuters. No claim to original U.S. Government Works ro THEE IE poets ane Cores E STATE O CN aaa 12221) = panaacsarmaen jum FOOTE AAA TT 1 ) ui AACN LM CN NL I NC LAA i LD (OC CL OMA AN See Reverse for 25,000,000 SHARES PAR VALUE $.001 EACH Certain Wetinitions B NON-VOTING COMMON STOCK PATRICIA BLASS This is to Certify that is the otunerof = EIGHTY THOUSAND (80,000) FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS B NON-VOTING COMMON STOCK OF WorkRecords, Inc. Renntinons the choi books Ate an of Conporation en O hgios properly endorsed. tn OK yg N) of theC0“itn witness, he seal nd pnts ft dely aathorixed officers. ~— February 1, 2006 iH Ai Cie lle it 1) es | Sy CHRIS sn UJ i © 1999 CORPEX BANKNOTE CO., BAY SHORE N.Y. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - a8 tenants in common UNIF TRANSFERS MIN ACT-... Custodian . . (Cust) (Minor) - as tenants by the entireties TEN ENT under Uniform Transfers to Minor ct : e JT TEN - as joint tenants with right of survivorship and not as tenants in common pz as Additional abbreviations may also be used though not in the above list $8 om Tex value received hereby bell, assign and trandfer unto Ba an2h PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ge gs 235 prim ES Re RoG (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) a> = ia= hares 55 representa cd by 4 the within Certifieate, and de hereby trvenoe ably. =sQ consilile an a Upon torn ag ag @ eps se transfer ORME the with said Spares on the backs oS the within full,{ pouter of subslitution tn the premises, named Dated In presence of THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE OF THE SECURITIES REPRESENTED HEREBY IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAW. See Reverse for Certain Restrictions th ie SEF S77, Sy, Wi 57 CY 7 NY S7 a7, Te SEF wy wu, vy woh wa ee) ey Se oh NS 4 a gs A p i 2S A Es eA fe Ee ae HARES ARES | » A1-15 | 177,608 ed} >, a we Organized under the laws of the State of Toca AN i DS Bey WorkRecords, Inc. es a < Ly Series A-1 Convertible Redeemable Preferred Stock =) Ke ‘Authorized Shares 2,750,000 Par Value 80.001 Per Shure < DSss= p3 2 This Certifies 1 Gus Blass II 0s the One hundred seventy-seven thousand six hundred eight Desse- registered holder of Shares Ps of the fully paid and non-assessable Capital Stock of WorkRecords, Inc. ae 33 transferable only on the books of the Conporation by the holder hereofin person ox by Attorney upon 2 ») surrender of this Certificate properly endorsed. In Witness Wheveof, the said Conporation has caused Ss this Certificate to be siqued hy is duly authorized officers and its Conporate Seal to be hereunte afféced this 17th - lay of. June AD, - 2009 ak SPS] KS ecretary aS, BN ein pai MEN A BA fe < FLL 101 ZS ZS ZS Parse WAN LEN x e For value received hereby sell, assign and transfer unto shares a of the capital stock represented by the within certificate anddo hereby trrevecatly constitute and affront ‘Morney, to transfer the said stock on the books of the within named corporation with full power of substitution in the promises Dated ge In presence of THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. Ke se se se © « " = © e = © © « « = 1 o o 1 6 6 6 6 6 6 6 6 6 6 6 6 S/S alolalala 8] 8] 8] G] 8] 8] ol) a 8] 8] 8] | 8) 8] o| © ISaysisiaisiaie |} — er lar S\E Sle S/S|S| Sl S]sjeje EVES S/S |S |S 1s ee foe E iS= EELIS IS= EES 5 fof fuo |G] S|s\s S|S =|3 im olol|r mo)oO alt olo ale EXHIBIT E MEMO Date: March 22, 2006 To Gus Blass II From: Chris O’Neill RE Stock Certificates Dad, Enclosed please find the Friends & Family stock certificates we discussed. As you distribute them, please have each recipient execute a W-9 Form and an Investor Questionnaire and return mail it to the WorkRecords office. Pre-addressed envelopes are enclosed. Thanks again for all you and Mom do! I could not do this without you! f\ Wwe? EXHIBIT F From: Connie ONeill To: Mallick, Sam; Powers, Werner A. Subject: Fwd: Notes Date: Thursday, July 6, 2023 6:04:54 PM EXTERNAL: Sent from outside Haynes and Boone, LLP eee Forwarded message eee From: Connie ONeill Date: Mon, May 22, 2023 at 6:16 AM Subject: Re: Notes To: ONeill, Chris if you are making money, I suggest you use some of that to send funds to mom to show your desire to honor these notes. i’m trying to be very transparent and upfront before June 23. On Mon, May 22, 2023 at 6:13 AM ONeill, Chris wrote: I cannot predict the stock market. As I said earlier, we are working on the process to make a sale. When that is done I will know the answers to your questions. An update is coming out soon to all shareholders with related info. jeo On Thu, May 18, 2023 at 11:47 AM Connie ONeill wrote: We are about 5 weeks away from all notes being due for payment. What is status? As I said before, we would have expected and do expect some significant payment to show good faith before the notes come due. I was also expecting and investor update. Thanks,Connie EXHIBIT G CAUSE NO. CAROL DONNALLY, IN THE DISTRICT COURT OF Plaintiff, Vv. MATHEW B. DELIER, DALLAS COUNTY, TEXAS J. CHRIS O’NEILL ENTERPRISE FNX, INC. ‘VENDOR NETWORKS,