ANSWER TO COUNTERCLAIM BUSINESS DISPUTE

ANSWER TO COUNTERCLAIM BUSINESS DISPUTE

"Redacted" Case Document 98 Filed 09/15/10 Page 1 of 7 IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF ALABAMA SOUTHERN DIVISION v. v.,.,, Plaintiffs, Defendants. Intervenor Plaintiff, Intervenor Defendants. CIVIL ACTION NO. Demand for Jury Trial COUNTERCLAIM OF ANSWER TO THE AMENDED TRUST The ( answers the Amended Counterclaim of Plaintiff ( ( Amended Counterclaim (Doc. 92, as follows: 1857590 v2

Case Document 98 Filed 09/15/10 Page 2 of 7 1. admits that entered into the Stock Purchase Agreement, dated April 5, 2007, with and others. lacks sufficient information to admit or deny the remaining material allegations of paragraph 1 and thus demands strict proof thereof. 2. admits this allegation. 3. admits this allegation. 4. admits that the Stock Purchase Agreement required the release of from its guarantee of bank loans. denies the remaining material allegations of this paragraph which contains incorrect statements of fact, partial characterizations of the Stock Purchase Agreement, and arguments of counsel, which denies and demands strict proof thereof. 5. admits that the Stock Purchase Agreement includes the provisions quoted in this paragraph, which speak for themselves. denies the remaining factual allegations in this paragraph and demands strict proof thereof. 6. denies this allegation and demands strict proof thereof. 7. admits that the Stock Purchase Agreement contained certain exhibits including financial statements. To the extent plaintiff attempts to partially characterize those exhibits, denies the allegations and states that the documents speak for themselves. 8. denies this allegation and demands strict proof thereof. 9. lacks sufficient information to admit or deny this allegation. 10. denies this allegation and demands strict proof thereof. 11. lacks sufficient information to admit or deny this allegation. 12. denies this allegation and demands strict proof thereof. 13. denies this allegation and demands strict proof thereof. 1857590 v2 2

Case Document 98 Filed 09/15/10 Page 3 of 7 14. lacks sufficient information to admit or deny these allegations. Count One -- Representations and Warranties 15. incorporates all of its foregoing responses. 16. denies this allegation and demands strict proof thereof. 17. denies this allegation and demands strict proof thereof. 18. denies this allegation and demands strict proof thereof. 19. denies this allegation and demands strict proof thereof. 20. denies this allegation and demands strict proof thereof. 21. denies this allegation and demands strict proof thereof. Count Two -- Breach of the Stock Purchase Agreement 22. incorporates all of its foregoing responses. 23. denies this allegation and demands strict proof thereof. 24. denies this allegation and demands strict proof thereof. 25. denies this allegation and demands strict proof thereof. Count Three -- Indemnification 26. incorporates all of its foregoing responses. 27. admits that the Stock Purchase Agreement contains the provisions quoted in this paragraph, which speak for themselves. 28. denies this allegation and demands strict proof thereof. 29. denies this allegation and demands strict proof thereof. 1857590 v2 3

Case Document 98 Filed 09/15/10 Page 4 of 7 30. denies this allegation and demands strict proof thereof. 31. denies this allegation and demands strict proof thereof. 32. denies this allegation and demands strict proof thereof. AFFIRMATIVE DEFENSES 1. The Amended Counterclaim, and each count therein, fails to state a claim upon which relief may be granted. 2. is not guilty of or liable for any of the allegations made against it in the Amended Counterclaim. 3. All of actions were justified, and cannot be the basis for liability. 4. has not suffered any injury by reason of any act or omission by. 5. does not have any right or standing to assert the claims at issue. 6. As a shareholder of, cannot recover damages from. 7. claims are derivative claims and may not be asserted as direct claims. 8. has failed to make any demand upon to pursue the derivative claims it asserts and has failed to allege that any such demand would be futile. 9. has failed to comply with the requirements of Rule 23.1 of the Alabama Rules of Civil Procedure. 10. To the extent has suffered any damages, such damages were caused by, and are the responsibility of persons, parties, and/or entities other than. 11. claims are barred by the doctrines of ratification, consent, acquiescence, waiver, estoppel, laches, and unclean hands. 1857590 v2 4

Case Document 98 Filed 09/15/10 Page 5 of 7 12. is estopped from claiming any damages as a result of the release of the guaranty of the bank loan because -- (1 prejudiced rights under its loan guaranty by repaying the bank loan which resulted in the termination of priority to assets as a result of its subrogation rights as guarantor; and (2 claimed for himself a security interest in the assets of as security for his advance to repay the bank loan under a retroactively dated security agreement which was secretly backdated 1-1/2 years later without shareholder approval and to the prejudice of the other shareholders. 13. claims should be barred, or at least reduced, by the doctrines of set off and recoupment. 14. pleads the applicable statute of limitations with respect to each of claims. 15. affirmatively raises (and reserves all defenses based on failure to name one or more indispensable parties. 16. Any losses sustained by are the result of the actions or inactions of and/or other third parties. 17. losses, if any, cannot exceed the amount paid for stock. 18. losses, if any, are the result of his own breach of the Stock Purchase Agreement. 19. failed to exercise reasonable care and diligence to mitigate any alleged damages. 20. To the extent owed a duty of candor or other duty, honored and fulfilled said duty. 1857590 v2 5

Case Document 98 Filed 09/15/10 Page 6 of 7 21. alleged reliance upon the statements of was unreasonable. 22. failed to engage in proper due diligence with respect to the Stock Purchase Agreement. 23. losses are the result of alleged criminal acts of another party, person, and/or entity. 24. To the extent that assertions with regard to fraudulent misconduct by are ultimately found to be true, agreement to enter into the contract with and to agree to provisions in the written contract with regard to indemnification of and with regard to warranties and representations contained therein, were based on false information, and there has been a complete failure of consideration. 25. affirmatively pleads that plaintiffs are guilty of operational misconduct or fraud in connection with their management of reserves the right to assert additional affirmative defenses become known through additional investigations and/or discovery during the course of this litigation. WHEREFORE, PREMISES CONSIDERED, denies that is entitled to any recovery or relief whatsoever. OF COUNSEL: 1857590 v2 6

Case Document 98 Filed 09/15/10 Page 7 of 7 CERTIFICATE OF SERVICE I hereby certify that I have served a copy of the foregoing document by Notice of Electronic Filing to all counsel of record on this the 15th day of September, 2010. OF COUNSEL 1857590 v2 7