FILED: NEW YORK COUNTY CLERK 05/26/ :34 PM

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Judith Anthony
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1 EXHIBIT "2"

2 [FILED: NEW YORK COUNTY CLERK 06/30/ :49 "PM] i55481/2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 06/30/2016 SUPREMi: COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK In tho Matter of the Application of NLR UNLIMITED, INC. and NIRA LEVINE, X Index No.: Petitioners, for an Order pursuant to Section JI»2(c) of the Civil Practice Laws and Rules of the State of New York and all other appiicahle laws, statutes and Regulations, permitting Preservation, Discovery and Inspection, from: G.O.L.A. INC. d/b/a WOODWARD GALLERY, JOHN WOODWARD and KRISTINE WOODWARD, VERIFIED PETITION Respondents. Petitioners, NLR UNLIMITED, INC. and NIRA LEVINE. by their attorneys, NICHOLAS GOODMAN & ASSOCIATES. PLLC. as and for their Vcrllled Petition, upon information and bciief, stale as follows: 1. Pelilitmer, NLR LINI.IMI I ED. INC.. is an Oregon corporation with its principal place ol businc.ss located at 522 Watererest Road. Eoresl Grove, Oregon. 2. Petitioner, NIRA LEVINE, is a natural person residing at 522 Watererest Road. Forest Grove, Oregon. 3. At all limes relevant herein, it was the business ofnlr UNLIMITED, INC. to engage in transactions involving the purchase, acquisition, consignment, transfer and/or sale -X of fine art. 4. At all limes relevant herein, NIRA LEVINE was the President and majority shareholder of NLR UNLIMITED. INC. 1 of 13

3 5. Al all times relevant herein, NIRA l.bvlnl'. also engaged in transactions involving the purchase, acquisition, consignment, transfer and/or sale of fine art in her individual capacity as well as in her capacity as President of NLR UNLIMITED, INC. 6. Respondent. G.O.L.A. INC. d/b/a WOODWARD GALLERY, is a New York domestic corporation with a principal place of business in New York. New York. 7. Respondents, JOHN WOODWARD and KRiSTINE WOODWARD, are natural persons, who are owners and officers of Respondent, G.O.L.A. INC. d/b/a WOODWARD GALLERY, and reside in New York, New York. 8. At all times relevant herein. Respondents engaged in the business of e.\hibiting. purchasing, acquiring, consigning, transferring and/or selling works of fine art. 9. Beginning in or around September and continuing until in or around November Respondents purchased works of line art on behalf of Petitioners as investments. Respondents also purchased works ol (me art that they would own jointly with Petitioners. Through this arrangement Petitioners enabled and funded Respondents' inventory of fine art. 10. For works purchased by Respondents on behalf of Petitioners as investments. Petitioner would provide money to acquire the work. Respondents would store, market and exhibit the work; and. if and when the work sold Petitioners would be reimbursed for the purchase price and the parties would split any profit 50/ Tor works purchased and owned Jointly by Petitioners and Respondents, the parties would contribute equally to the purchase price and divide any profit from the.sale of the works 50/50. 2 of 13

4 12. During this time period, Petitioiier.s and Respondents purchased, partnered, consigned and brokered transactions involving approximately 140 works of fine art for which Petitioners invested approximately $874, Respondents maintained possession ol the works bought and sold and Petitioners never inspected same as they were for investment purposes. Petitioners trusted and relied upon Respondents" representations at all times, and fell Respondents had a strong incentive to purchase what they thought was exceptional and to also put greater emphasis on selling an art work that they had a financial interest in. For these reasons Petitioners never insisted on receiving documentation substantiating the financial details of the various transactions the parties engaged in. 14. One such transaction involved the purchase of a portfolio entitled "21 Etchings and Poems, I960." In the parlies agreed that Petitioners would purchase the portfolio for $28,000, which was represented to be the full price demanded by the seller. As per their arrangement, once the poitfolio was sold the parties would divide up any profit 50/50. Petitioners transferred $28,000. to Respondents who presumably then used that money to acquire the portfolio on Petitioners behalf. 15. However, in or around April 2014, an art dealer working with Petitioners to market the portfolio communicated with the merchant who sold the portfolio to Respondents, Ursus Books Ltd.. and learned that Respondents paid less than $28,000, for the portfolio, but the exact amount is unknown. In other words. Respondents misrepresented the purchase price of the portfolio In order to increase their profit in complete contravention of the parties" oral understanding. 3 of 13

5 16. Another dubious transaction involved the acquisition oc ninety (90) Andy Warhol prints entitled "Spaccfruit Prints 1979" (hereinafter the "Spacefniit Prints"), for a total purchase price of $180,000. Petitioners and Respondents agreed to Jointly purchase the Spacefruit Prints and Petitioners wired 50% of the purchase price ($90,000) to Respondents on October 31, 2008, with the understanding that Respondents would use that $90,000, contribute an additional $90,000. and consummate the purchase of the prints. 17. Approximately 3 months later. Respondents approached Petitioners and, claiming difficult iinancial times, asked Petitioners for a $90,000 loan which would be collaterali/ed by Respondents' 50% interest in the Spacefruit Prints.' This loan was memorialized by Respondent. Kristinc Woodward, in correspondence dated i*ebruary 9, 2009, wherein Respondent states: This letter will conhrm that Woodward Gallery Is borrowing $90.000USD cash against the shared ownership of 90 Warhol Space ITuit prints fluit wc paid $180,000 USD total back In November At this time, all but 9 prints are at the [ Warhol j foundation. Several prints from that submitted group will need to be picked up and authenticated at a later time as per the Foundation's record keeping however the vast majority will be certihcd now. [Bold emphasis supplied.) A copy of this correspondence is annexed hereto as Exhibit "A." Thus, Respondent represented to Petitioner that (a) all 90 prints were purchased in November 2008 for $180,000. and (b) that 81 prints had since been submitted to the Warhol Foundation for authentication. 18. On or about.june 4, 2014, shortly after the disturbing revelation regarding the 2! Etchings portfolio. Petitioners inquired with Respondents about the physical location of the Spacefruit I'rinls and learned, for the first time, that the prints were with a restorer. Prior While not relevant for purposes of this proceeding. Respondents have since repaid the loan. 4 4 of 13

6 thereto. Petitioners were never informed that the prints required restoration or conservation other than minor cleaning and repair. 19. Suspicions aroused. Petitioners requested proof that Respondents purchased same in November 2008 for SI , as Respondents were previously led to believe. By dated July 30, 2014, Respondent, Krisline Woodward, stated; There is no invoice between John and the late printer - as they were very close like lather and son. When the prints were first dropped here many years ago, the were worthless pieces of paper, because they were not part of the known Warhol print edition but we knew them to he genuine. John had submitted all of the prints belbre you were involved and they came back with B certificates and deemed without value. John protested for years to the Foundation and won the debate. We then submitted all the prints AGAIN [sic] over a period of time during each scheduled review session and now have all the prints stamped A- authentic. [Bold emphasis supplied.] A copy of this correspondence is annexed hereto as Exhibit "B." 20. Andy Warhol's printer was Joseph Grippi. who passed away in Thus, whereas Respondents represented that they acquired the Spacefruil Prints in November they apparently acquired same "many years ago," presumably, before it was also at or around this time that Respondent, Kristine Woodward, provided Petitioners with a "Condition Report - rrcatment Propo.sal" from ACA Paper Restoration in Devon. Pennsylvania, and dated July 30, 2013, a copy of which is annexed hereto as Exhibit "C." 22. Upon receipt of the proposal. Petitioners desired clarification and contacted ACA Paper Restoration directly, which sent a "Condition Report- I rcalmcnt Proposal," also dated July 30, 2013, which differed materially and substantially from the same document 5 of 13

7 provided by Respondents to Petitioners. A copy of the Condition Report received directly IVom ACA Paper Restoration is annexed hereto as Exhibit "D." 23. Needless to say Petitioners were shocked and disturbed to learn that Respondents had the proposal from ACA Paper Restoration doctored to remove critical information regarding the Spaccfruil Prints. Specilically: Respondents removed from the proposal the number ot prints that were submitted (only 76 whereas Petitioners were told initially that all 90 were with the conservator); and. removed reference to the conservator's proposed removal of a "DENIED' stamp from 63 of the 76. an indication that these prints were previously submitted and deemed inauthentic by the Warhol Authentication Board. 24. Indeed when requesting the proposal Irom ACA Paper Restoration, Petitioners were informed by ACA's owner. Justin Burruano, that Respondent, Kristine Woodward, asked him not to send Petitioners the original proposal including any reference to the "DENIED" status of the Spaccfruil Prints. 25. Thereafter, on or about October 26, 2014, Petitioner received 45 authentication certificates from Respondents corresponding to an agreed upon division of prints. Of the 45 Spacefruit Prints received by Petitioners, only two pre-dated Petitioners purchase of the prints. Thus, at the time Petitioners agreed to share in the purchase of 90 Spacefruit Prints, at least 76 were already in possession of Respondents, had been in their possession for several years and were largely not marketable and arguably without value as they had been denied as authentic by the Warhol Authentication Board. 26. As a result of Respondents* material misrepresentations regarding the acquisition of the Spacefruit Prints, Petitioners have no way of knowing (a) if there were ever 90 prints to begin with, (b) what cost the Respondents originally paid to acquire the Spacefruit 6 of 13

8 Prints, and (c) whether Petitioners investment ors90,000, in November 2008, at a time when most of the prints were deemed not authentic, entitled her to a greater division of the prints. In any event, Petitioners would not have agreed to invc.st in the Spacefruit Prints had all of the facts been known. 27. fearing the worst - that they had been dclrauded over a period ol many years, these troubling revelations justifiably caused Petitioners to question several other transactions engaged in with the Respondents. Specifically, in addition to demanding documentation and details concerning the 21 Ltchings Portfolio and Spacclruit Prints, Petitioners have demanded, and Respondents have failed to provide, any documentation or information concerning the following works; Warhol "Marilyn" #22 (print) Warhol "Kimiko" (print) Warhol "Life Savers" (painting) I laring "Subway" (painting) Picasso "Green Hair Woman" (print) his information has been demanded on numerous occasions and it is in the exclusive possession of the Respondents. 29. Petitioners intend to prosecute a civil action against the Respondents for breach of contract, breach of fiduciary duty, conversion and fraud, among other causes of action. 30. The facts adduced herein reveal that Petitioners have meritorious claims again.st Respondents. ^ I It respeclluliy submitted that Pelllioncrs obtain Immediate access to the books and records of Respondents In order that a meaningful discovery and inspection can be made. The information sought is material and necessary to the actionable wrongs described herein and required in order for Petitioners to frame a cogent complaint. 7 of 13

9 32. Petitioners respectfully seeks this Order pursuant to CPLR 3102(c). 33. No prior application lor the relief requested herein or for any relief has been made to this or any other Court. WHEREFORE, Petitioners respectfully request an Order: I. Compelling Respondents to disclose any and all information and docurnentalion. including but not limited to invoices, correspondence (including s), books and records, tax returns and bank statements, memorializing the acquisition and sale of the following works: a) Warhol "Space Ship" b) Warhol "Carpel" c) Warhol "fdeclric Chair. 1978" unique d) Warhol "Rats& Stars. 1983" c) Warhol "Eva Mudocci" 0 Warhol "Diana Vrccland" g) Warhol "Love" h) Warhol "Wild Raspberries" i) Calder "Le Memare Elcmcntaire".j) h) Warhol "One Cent Life" portfolio Warhol "Stamped indelibly" portfolio" I) Warhol "Meyer Shapiro. 1974" m) Warhol "Marilyn"(blue face) n) Warhol " fwo Girfs" o) Warhol "Paris Review" p) Warhol "Electric Chair" 1971 q) Warhol "Mildred Scheel" r) Warhol "Kimiko" s) Wesselmann "Lulu" t) Wesselmann "Cynthia in the Bedroom" u) Warhol "Marilyn ^22" v) Warhol "ingrid" w) Richard I lamblclon "Rodeo" x) Richard Mamblelon "Rodeo" y) Richard Hainblelon "Rodeo" z) Basquiat "Leg" aa) Bcuys "Spur" bb) Elsworth Kelly "Yellow 21/48" cc) Calder "Butterllies and Spirals" dd) Calder "Stabiles" ee) Calder Composition with Helices" fo Calder "Environment and Evolution" gg) Rosenquist "Spinning faces" 8 of 13

10 hh) ii) Jj) kk) mm) nn) 00) PP) qq) rr) ss) It) uu) vv) ww) xx) yy) Z2) aaa) bbb) ccc) ddd) ccc) rm ggg) hhh) iii) Jjj) kkk) 111) in mm) nnn) 000) ppp) qqq) rrr) Rosenquist "Light that Won't Fail" Rosenquisi "Communication Center" Warhol "Lincoln Center Ticket" Maring "Media Head" (subway painting) Ruscha "Anchor in the Sand" Warhol "Yellow Truck" Warhol "Tacoma Flower" Warhol "Bulterlly" Picasso "Green hlaired Woman" Sam Francis "LIntitled w/c" Hambleton: 8 paintings Hambieton : "Untiiled" Warhol "Kyoto, Japan" Warhol "Shopping Bag" Warhol "Red Tomato" Warhol "Liz" Warhol "Central Park" Warhol "in the Days of the Bronx" Basquiat "Untllled" (Church) Various artists "21 Etchings" Calder "Escargot" Caldcr "Jeune Fille cl Sa Suite" Calder "La Pierre el Les Spirals" Lichtenslein "Wall Paper" Warhol "Billy Holiday" Warhol "Gallery Invitation with Gold Shoe Image' KIku #307 Kiku #309 Warhol "Space Fruit" 90 prints Judd wall sculpture Sam Francis (oil) Cornell box Warhol "Chicken Noodle Soup" print 2 Matisse drawings Warhol "Woman playing Harp" Warhol 5inch nowcr(june, 2005) Warhol "Life Savers" canvas 11. Compelling Respondents to disclose any and all correspondence, including eoitcspondence. between Respondents themselves and between Respondents and third-parties that reference Petitioners and/or the works described herein. III. Following the disclosure ofllie above, compelling the deposition upon oral examination of Respondents John Woodward and Krlsiinc Woodward; and. 9 of 13

11 IV. Such other and further relief as this Court deems just and equitable. Dated: New York, New York June Yours, etc.. NICHOLAS GOODMAN & ASSOCIATLS. PLLC BY: Carter A. Reich Attorneys for Petitioners NLR UNLIMITED INC. and NIRA LEVINE 30 W. 22'^^ Street, Suite 2E New York, New York (212) To: John Woodward Krislinc Woodward e/o Woodward Gallery 133 Eldridge Street New York. New York G.O.L.A., Inc. d/b/a Woodward Gallery 133 Eldridge Street New York, New York of 13

12 NYSCEF FILED: DOC. NEW NO. 30 YORK COUNTY CLERK 06/30/ :49 PMl RECEIVED NYSCEF: no. I554ei/20i6 05/26/2017 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 06/30/2016 EXHIBIT "A"

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14 NYSCEF IFILED: DOC. NEW NO. 30 YORK COUNTY CLERK 06/30/ :49 PMj RECEIVED ^ndex NYSCEF: no. i5548i/ /26/2017 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/30/2016 EXHIBIT "B"

15 Nira Levine From: Sent: To: Subject: /fkristir Kristine Woodward Wednesday, July 30, 201'^0;11 AM Nira Levine' Re: Space Fruit division Good morning to you! The Conservator Is still away- they were closed on Monday when I called. I have now spoken with him. The conservator and his team Is separating the Spacefruit collection as you suggested into two equal groups based on his unbiased and fair distribution of print image and condition since everything is there to look at. Your 45 prints will be designated in the next few days. If he is able to get this done before we leave town, 1 will receive his list and we will pull out the corresponding certificates of Authenticity. Ail the certificates for the 90 prints are physically in the gallery, and each print is stamped individually, if we leave town before he accomplishes this task, 1 will have Elizabeth take care of coordinating all the certs with all the stamped print numbers when we return in September. The Spacefruit will be divided as agreed and we will each be able to pay and coordinate for conservation on our groupings directly based on the original quote which they will still honor. There is no invoice between John and the late printer- as they were very close like father and son. When the prints were first dropped here many years ago, they were worthless pieces of paper, because they were not part of the known Warhol print edition but we knew them to be genuine. John had submitted ail of the prints before you were involved and they came back with B certificates and deemed without value. John protested for years to the Foundation and won the debate. We then submitted all the prints AGAIN over a period of time during each scheduled review session and now have all the prints stamped A- authentic. Will be in touch next when the conservator gets back to us, Thanksl Warmest regards, Kristine Woodward Gallery 133 Eidridge Street New York. NY phone ' mobile fax art@woodwardgallerv.net Celebrating 20 Years htlp:/avww.facebook.convwoodwardgallervart

16 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK In the Matter of the Application of X Index No.: NLR UNLIMITED. INC. and NIRA LEVINE, Petitioners, for an Order pursuant to Section 3102(c) of the Civil Practice Laws and Rules of the State of New York and all other applicable laws, statutes and Regulations, permitting Preservation, Discovery and Inspection, from: CORPORATE VERIFICATION G.O.L.A. INC. d^/a WOODWARD GALLERY, JOHN WOODWARD and KRISTINE WOODWARD, Respondents. STATE OF OREGON ) ) ss.: COUNTY OF WASHINGTON) NIRA LEVINE, being duly sworn, deposes and says: 1. That deponent is the President of NLR UNLIMITED, INC., the corporation named in the within proceeding. 2. That deponent has read the foregoing Verified Petitiou, knows the contents thereof, and that the same arc true to the deponent's own knowledge, except as the matters therein stated to be alleged iq)on infonnation and belief, and as to those matteis deponent believes them to be true. fremainder of page intcmtionally left blank] 11 of 13 11

17 3. The grounds of deponent's belief as to all matters not stated upon deponent' knowledge are books, records, letters, investigative materials, documents, etc.. corporation in its files. maintained by the am to before me this day of June, 2016 Nira Levine OFFICIAL STAMP PATRICE SIVAGE ^ JARY PUBUC-OREgon jvrrv.. COMMISSION NO A COMMISSION EXPIRES MAV n? 2oi of 13

18 NLR UNLIMITED, INC. and NIRA LEVINE, Petitioners, for an Order pursuant to Section 3102(c) of the Civil Practice Laws and Rules of the State of New York and all other applicable laws, statutes and Regulations, permitting Preservation, Discovery and Inspection, from: INDIVIDUAL VERIFICATION G.O.L.A. INC. d/b/a WOODWARD GALLERY, JOHN WOODWARD and KRISTTNE WOODWARD, Respondents. STATE OF OREGON ) )ss.: COUNTY OF WASHINGTON) NIRA LEVINE, the undersigned, being duly sworn, deposes and says: I am a Petitioner in this proceeding; I have read the foregoing VERIFIED PETITION, and know the contents thereof; the same is true to my knowledge, except as to the matters therein stated to be alleged on information and belief; and as to those matters I believe it to be true. ira Levine Sworn to before me this ZP) ^dav of June, 2016 OmClAl. STAMP PATRICE SIVAGE NOTARY PU8UC-0REG0N COMMISSION NO A MY COMMISSION 0(PIRES MAY of 13

FILED: NEW YORK COUNTY CLERK 03/02/ :58 PM INDEX NO /2016 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/02/2017

FILED: NEW YORK COUNTY CLERK 03/02/ :58 PM INDEX NO /2016 NYSCEF DOC. NO. 8 RECEIVED NYSCEF: 03/02/2017 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK ----------------------------------------------------------------------------X JOHN WOODWAR, KRISTINE WOODWARD Index No. 655709/2016 and G.O.L.A.