Weinstock Vs Kelly Barker Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION
CATHERINE WEINSTOCK, §
MARION WEINSTOCK, §
§
Plaintiffs, §
§
v. §
§ Case No. ________________
TRANSAMERICA INVESTMENT §
GROUP, INC.; BEYOND § JURY TRIAL DEMANDED
CONSTELLATION USA, LLC; §
TIG GP, LLC; §
EXBURY INVESTMENTS, LLC; §
JOHN B. BERRY, an individual; §
KELLY M. BARKER, an individual; §
UNCAGED PAWS, INC.; §
BARKWORKS PRODUCTIONS, INC.; §
METROMAGNET COMPANIES, LLC; §
DWAN AKILI BROWN, an individual; §
NICK PICCIRILLI, an individual; §
§
Defendants. §
PLAINTIFF’S ORIGINAL COMPLAINT
TO THE HONORABLE COURT:
Plaintiffs Catherine Weinstock and Marion Weinstock (collectively, “Plaintiffs”), by its
attorneys file this Complaint against Defendants, TransAmerica Investment Group, Inc., Beyond
Constellation USA LLC, TIG GP LLC, Exbury Investments LLC, John B. Berry, Kelly M. Barker,
Uncaged Paws Inc., Barkworks Productions Inc., Metromagnet Companies LLC, Dwan Akili
Brown, and Nick Piccirilli (collectively, “Defendants”), and alleges as follows:
Petitioners’ Original Complaint Page 1 of 48

INTRODUCTION
1. During the period of June 24, 2014, through approximately July 2021 (the
“Relevant Period”), Defendants convinced the Plaintiffs to send a series of payments to Defendants
totaling at least $178,500 in connection with various investment opportunities and personal loans
(collectively, the “Agreements”). In exchange for Plaintiffs’ investments throughout the Relevant
Period, Defendants promised attractive returns totaling approximately $7 million. To date,
Defendants have not paid Plaintiffs anything.
2. Plaintiffs seek compensation for losses incurred as a result of Defendants’ false and
misleading statements and omissions regarding: (1) an assortment of empty promises and personal
guarantees Defendants gave to Plaintiffs, (2) the risk—or lack thereof—that Plaintiffs could lose
their invested funds, and (3) the Defendants’ ongoing reassurances that each subsequent deal
would make the Plaintiffs whole from the prior failed deals. Further, Defendants had superior
knowledge and exclusive possession to material information and documents not known to
Plaintiffs.
THE PARTIES
3. Plaintiff Catherine Weinstock is an individual residing in New York, New York.
4. Plaintiff Marion Weinstock is an individual residing in New York, New York.
5. Defendant, TransAmerica Investment Group, Inc. d/b/a Beyond Constellation USA
(“TransAmerica”), is a Texas corporation that has its principal place of business at 2800 Post Oak
Boulevard, Suite 4100, in Houston, Texas, and is qualified to do business and is doing business in
the State of Texas and in this judicial district. TransAmerica may be served with process through
its registered agent, Registered Agents Inc., at 5900 Balcones Drive, Suite 100, in Austin, Texas,
78731.

6. Defendant, Beyond Constellation USA, LLC, (“Beyond”) is a Texas limited
liability company who, upon information and belief, is qualified to do business and is doing
business in the State of Texas and in this judicial district. Beyond may be served with process
through its registered agent, Registered Agents Inc., at 5900 Balcones Drive, Suite 100, in Austin,
Texas, 78731.
7. Defendant, TIG GP, LLC (TIG LLP), is a Texas limited liability company who may
be served with process through its registered agent, Registered Agents Inc., at 5900 Balcones
Drive, Suite 100, in Austin, Texas, 78731.
8. Defendant, Exbury Investments, LLC (“Exbury”), is a Texas limited liability
company who, upon information and belief, has its principal place of business at 2800 Post Oak
Boulevard, Suite 4100, Houston, Texas, and is qualified to do business and is doing business in
the State of Texas and in this judicial district. Exbury may be served with process through its
registered agent, Registered Agents Inc., at 5900 Balcones Drive, Suite 100, in Austin, Texas,
78731.
9. Defendant John B. Berry is an individual who, upon information and belief, resides
in the State of Texas, who may be served with process at 2 Exbury Way in Houston, Texas, 77056.
Mr. Berry, upon information and belief, is a director and officer of TransAmerica, director and
managing member of Exbury, and a manager of TIG LLP.
10. Defendant Kelly M. Barker is an individual who, upon information and belief,
resides in the State of New Mexico, who may be served with process at 4670 Calle de Nubes in
Las Cruces, New Mexico, 88012, or wherever she may be found.
11. Defendant, Uncaged Paws, Inc. (Uncaged), is a New Mexico corporation and
501(c)(3) organization who, upon information and belief, has its principal place of business at

4670 Calle de Nubes, Las Cruces, New Mexico, 88012. Ms. Barker serves Uncaged as a Director
and CEO and, as Uncaged’s registered agent, may be served with process at 4670 Calle de Nubes
in Las Cruces, New Mexico, 88012.
12. Defendant, Barkworks Productions, Inc. (“Barkworks”), is a New Mexico
corporation that, upon information and belief, has its principal place of business at 4573 Calle de
Nubes, Las Cruces, New Mexico, 88012. Ms. Barker serves Barkworks as a Director and President
and, as Barkworks’ registered agent, may be served with process at 4573 Calle de Nubes in Las
Cruces, New Mexico, 88012.
13. Defendant, Metromagnet Companies, LLC (“MMC”), is a Michigan limited
liability company. Ms. Barker is the managing member and registered agent of MMC who may
be served with process at 45445 Mound Road, Shelby, Michigan, 48317.
14. Defendant Dwan Akili Brown is an individual who, upon information and belief,
resides in the State of Colorado, who may be served with process at 3935 South Uinta Street,
Denver, Colorado, 80237, or wherever he may be found.
15. Defendant Nick Piccirilli is an individual who, upon information and belief, resides
in the State of Michigan, who may be served with process at 62774 Braun Drive, Washington,
Michigan, 48094, or wherever he may be found.
NATURE OF ACTION
16. Plaintiffs bring this action for (1) breach of contract; (2) negligent
misrepresentation; (3) common law fraud; (4) relief under Section 10(b) of the Securities Exchange
Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5; (5) relief under the Texas Deceptive Trade
Practices Act; and (6) joint venture and/or joint enterprise & piercing the corporate and LLC veils.
JURISDICTION AND VENUE

17. This Court has subject matter jurisdiction of the SEC Rule 10b-5 claim pursuant to
§ 67 of the Exchange Act. This Court also has subject matter jurisdiction pursuant to 28 U.S.C. §
1332. Complete diversity exists in this case because Plaintiffs are residents of New York and
Defendants are all residents outside New York. The amount in controversy exceeds $75,000,
exclusive of costs and interests. Finally, this Court has supplemental jurisdiction over the asserted
state law claims pursuant to 28 U.S.C. § 1367(a) because the federal and state law claims derive
from a common nucleus of operative facts.
18. This Court has personal jurisdiction over TransAmerica because TransAmerica is
a Texas corporation which has its principal place of business in this judicial district, and regularly
conducts business in this judicial district.
19. This Court has personal jurisdiction over Beyond because Beyond is a limited
liability company which was organized under the laws of Texas and has its principal place of
business in Texas.
20. This Court has personal jurisdiction over TIG LLC because TIG LLC is a limited
business in Texas.
21. This Court has personal jurisdiction over Exbury because Exbury is a limited
business in Texas.
22. This Court has personal jurisdiction over Mr. Berry because he resides in this
judicial district and has engaged in acts of breach of contract, negligent misrepresentation, and
fraud, among others, in this judicial district. Among other things, Mr. Berry has created contracts

in Texas, been a party to contracts in Texas, consented to personal jurisdiction in Texas, and
solicited Plaintiffs to send money to bank accounts located in, and belonging to, entities in Texas.
23. This Court has personal jurisdiction over Ms. Barker because Ms. Barker has
purposefully availed herself of the benefits of doing business in Texas, including by establishing
minimum contacts in this state by deliberately engaging in significant activities in this judicial
district, by purposely directing activities in this judicial district, and the tortious and wrongful
conduct described herein. Among other things, Plaintiffs’ claims arise out of or relate to contracts
in Texas that Ms. Barker is a party to; Ms. Barker has consented to personal jurisdiction in Texas;
and Ms. Barker solicited Plaintiffs to send money to bank accounts located in, and belonging to,
entities in Texas.
24. This Court has personal jurisdiction over Uncaged because Uncaged has
purposefully availed itself of the benefits of doing business in Texas, including by establishing
in Texas that Uncaged is a party to; Uncaged has consented to personal jurisdiction in Texas; and
Uncaged solicited Plaintiffs to send money to bank accounts located in, and belonging to, entities
in Texas.
25. This Court has personal jurisdiction over Barkworks because Barkworks has
purposefully availed itself of the benefits of doing business in Texas, including by establishing

in Texas that Barkworks is a party to; Barkworks has consented to personal jurisdiction in Texas;
and Barkworks solicited Plaintiffs to send money to bank accounts located in, and belonging to,
entities in Texas.
26. This Court has personal jurisdiction over MMC because MMC has purposefully
availed itself of the benefits of doing business in Texas, including by establishing minimum
contacts in this state by deliberately engaging in significant activities in this judicial district, by
purposely directing activities in this judicial district, and the tortious and wrongful conduct
described herein. Among other things, Plaintiffs’ claims arise out of or relate to contracts in Texas
that MMC is a party to; MMC has consented to personal jurisdiction in Texas; and MMC solicited
Plaintiffs to send money to bank accounts located in, and belonging to, entities in Texas.
27. This Court has personal jurisdiction over Mr. Brown because Mr. Brown has
purposefully availed himself of the benefits of doing business in Texas, including by establishing
in Texas that Mr. Brown is a party to; Mr. Brown has consented to personal jurisdiction in Texas;
and Mr. Brown solicited Plaintiffs to send money to bank accounts located in, and belonging to,
entities in Texas.
28. This Court has personal jurisdiction over Mr. Piccirilli because Mr. Piccirilli has
purposefully availed himself of the benefits of doing business in Texas, including by establishing

in Texas that Mr. Piccirilli is a party to; Mr. Piccirilli has consented to personal jurisdiction in
Texas; and Mr. Piccirilli solicited Plaintiffs to send money to bank accounts located in, and
belonging to, entities in Texas.
29. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(a) because a substantial
part of the events giving rise to the claims herein occurred in this judicial district, and Defendants
are subject to the personal jurisdiction of this Court.
FACTUAL ALLEGATIONS
I. Marion Weinstock is Solicited to Enter Into the 2014 Agreement.
30. In 2014, Kelly Barker and Catherine Weinstock were friends of approximately nine
years. At the time, Plaintiffs did not know any of the Defendants other than Ms. Barker. In June
2014, Ms. Barker approached the Plaintiffs and introduced them to Mr. Brown. Together, Ms.
Barker and Mr. Brown solicited Plaintiffs to participate in an investment opportunity involving
Ms. Barker, Mr. Brown, Mr. Berry, and TransAmerica. At the time of this initial pitch, Marion
Weinstock—Catherine’s mother—was 79 years old.
31. Among other things, Ms. Barker and Mr. Brown told Plaintiffs that Mr. Berry was
a successful financier out of Houston, emphasizing that Mr. Berry and the Texas-based
TransAmerica had strong relationships with banks.
32. Ms. Barker would go on to describe to Plaintiffs the investment opportunity (the
“2014 Agreement”). Ms. Barker indicated that TransAmerica was purchasing a “$500M Letter of
Credit,” and that the funding of the purchase was “already approved” by Comerica Bank. Ms.
Barker also represented that a beneficiary of the transaction was Global Flying Hospitals (“GFH”),
that Ms. Barker was GFH’s former International CEO and current financial advisor, that Mr.
Brown was currently GFH’s Director of Sustainable Funding, and that because of GFH’s non-
profit charter, it was forbidden from providing the resources necessary for its participation in the

present opportunity. Ms. Barker also described TransAmerica as a firm she had been working
with for over two (2) years which “regularly purchases financial instruments” and are “top notch
in all that they do.” Ms. Barker also vouched for GFH’s participation in the present opportunity
based on her former and current role with GFH.
33. The formal offer for the 2014 Agreement—approved by Mr. Berry, Ms. Barker,
and Mr. Brown—promised that if Plaintiffs bought into the opportunity with $25,000.00 (USD),
then Plaintiffs would receive $2.1 million in exchange. The $2.1 million was to be paid to
Plaintiffs 14 days following contract execution, and was personally guaranteed by Mr. Berry
individually, and also guaranteed separately by TransAmerica: “Guarantees: Personal and
Corporate Guarantees for Principal Buy in by John Berry and Transamerica Investment Group.”
A true and correct copy of an email dated September 23, 2014, from Ms. Barker to Catherine is
attached hereto, and incorporated herein by reference, as Exhibit 1.
34. Ms. Barker also offered Plaintiffs a letter dated June 16, 2014—from TransAmerica
and signed by Mr. Berry—that outlined TransAmerica and GFH’s involvement with the 2014
Agreement. In the letter, Mr. Berry confirmed that upon receipt of certain funds—funds that
Defendants were attempting to raise and the reason Plaintiffs were solicited to participate—
TransAmerica would provide authorizations and instructions that would ultimately lead to prompt
payment of an attractive return on investment.
35. On September 24, 2014, Mr. Berry, individually and on behalf of TransAmerica,
consummated the 2014 Agreement along with Ms. Barker and Mr. Brown. Under the 2014
Agreement terms, TransAmerica was to receive the $25,000.00. It was further understood by all
parties that the $25K payment would be provided by Plaintiffs in exchange for the promised return

of $2.1M, per the parties’ prior discussions and agreement outlined in the September 23, 2014
email.
36. Under the terms of the 2014 Agreement, TransAmerica was obligated to complete
the initial transaction and secure a letter of credit within fourteen days of the 2014 Agreement. In
the event this did not occur, TransAmerica was to return the $25,000 to Marion and the transaction
terminate.
37. On September 25, 2014, based on the individual and collective representations to
Plaintiffs from Ms. Barker, Mr. Brown, Mr. Berry, and TransAmerica, including—but not limited
to—the description of Mr. Berry’s success as a financier out of Houston with excellent
relationships with the banks, Marion remitted the $25,000 payment as requested by Ms. Barker to
the trust account of Ms. Barker’s counsel, Rodrick Carter of the Law Offices of Rodrick S. Carter
P.C. (“Carter”).
38. Carter then remitted Marion’s $25,000 on behalf of Ms. Barker and Mr. Brown to
TransAmerica’s account at a Texas bank.
39. On or about November 5, 2014, Ms. Barker and Mr. Brown told Plaintiffs that the
deal did not materialize because—according to Ms. Barker— “the Provider failed.” Ms. Barker
represented that Mr. Berry was working on other deals to pay the Plaintiffs their expected ROI,
but Plaintiffs were not given any other explanation or provided with any documentation on the
2014 Agreement.
40. On October 8, 2014, when the 14-day period had expired and TransAmerica’s time
for performance was due, TransAmerica did not attempt to return the $25,000 to the Plaintiffs.
Marion tried to contact Mr. Berry several times via email and telephone to discuss the issue, but
Mr. Berry was nonresponsive. To date, Plaintiffs have not had any of their $25,000 returned to

them, in whole or in part, nor received any payments or proceeds in connection with the 2014
Agreement.
II. Ms. Barker and Mr. Brown Convince Catherine to Provide Them with a
Short-Term Personal Loan for $6,000.
41. In April 2015, Ms. Barker and Mr. Brown approached Catherine and asked her for
short-term personal loans (together, “Personal Loans”) of $5,400.00 and $600.00, respectively.
The reason offered by Ms. Barker was because she supposedly could not pay rent and her utilities
were about to be shut off. The reason offered by Mr. Brown was supposedly for his child support
obligations.
42. In order to be able to fund the Personal Loans, Catherine would be forced to pull
the funds from a mortgage account under which she was paying a high-interest rate of 12.99%.
Catherine made Ms. Barker and Mr. Brown aware of this high-interest rate. Ms. Barker and Mr.
Brown promised that they would return the $6,000 in two weeks.
43. In an effort to persuade Catherine to agree to the Personal Loans, Ms. Barker and
Mr. Brown represented that, among other things, their ability to repay the $6,000 in two weeks
was guaranteed due to expected earnings from the 2015 Agreement—another concurrent
transaction that Defendants had solicited Catherine to invest in. See discussion infra Part III.
44. From April 2015 to July 2015, Catherine sent a series of payments totaling
$5,400.00 to Ms. Barker via PayPal. At Ms. Barker’s request, Catherine sent the $5,400 in
payments to Ms. Barker’s non-profit, Uncaged, and Ms. Barker’s deceased brother, Michael J.
Barker. Ms. Barker explained that she had a federal lien placed on her personal accounts, and
these indirect payments were necessary to avoid garnishment from the Internal Revenue Service.
45. On or about May 10, 2015, Catherine sent $600 to Mr. Brown through Chase Bank.

46. When the due date arrived approximately two weeks later, neither Ms. Barker nor
Mr. Brown returned the Personal Loans to Catherine. To date, Catherine has not had any of her
$6,000 returned to her, in whole or in part, in connection with the Personal Loans. In an August
3, 2017 email—more than two years later—Ms. Barker acknowledged her default of the personal
loan, but made no attempt to repay the amount owed.
III. Defendants Promise a $1.5 Million Return in Exchange for a $35,000

Investment.
47. Around the same time as the Personal Loans, in April 2015, Ms. Barker again
approached the Plaintiffs and solicited them to participate in another opportunity, this time
involving Ms. Barker, MMC, Mr. Berry, and TransAmerica (the “2015 Agreement”). According
to Ms. Barker, Mr. Berry had a then-existing contract with HSBC London. Mr. Berry allegedly
needed to cover $100,000.00 in costs and “has $65,000 already secured towards the costs.” Ms.
Barker’s pitch promised enormous returns—if Catherine provided a “$35,000.00 investment,” she
would receive $1,500,000.00 in return. To further sweeten the deal, Ms. Barker provided
assurances—Mr. Berry allegedly would provide a guarantee letter “backed by an asset” to repay
Catherine the principal plus 20% interest within 30 banking days in the event of his non-
performance.
48. In an effort to persuade Catherine to enter into this new agreement, Ms. Barker and
Mr. Brown suggested to Catherine that, among other things, the 2015 Agreement was necessary
in order to generate a source of funds from which the Plaintiffs could be made whole from the
2014 Agreement and repay the Personal Loans.
49. Mr. Berry, individually and on behalf of TransAmerica, confirmed the details as
outlined by Ms. Barker in a letter to Catherine. According to Mr. Berry, the subject transaction
involved HSBC Bank in London. Mr. Berry represented that—per a then-existing contract—

HSBC Bank would be issuing a letter of credit in the amount of $100,000,000.00, with Wells Fargo
Bank receiving the letter of credit as the designated advising and confirming bank. Catherine was
not provided with a copy of this alleged then-existing contract. Attached hereto as Exhibit 2, and
incorporated herein by reference, is a true and correct copy of a letter dated April 21, 2015, from
Mr. Berry to Catherine.
50. Mr. Piccirilli, although not a named party to the 2015 Agreement, had a financial
interest and stood to gain from successful completion of the same. At the time, Catherine did not
know Mr. Piccirilli nor his financial interest in the 2015 Agreement.
51. Under the 2015 Agreement, Catherine was to receive 1.50% ($1,5000,000.00) of
the net proceeds of the subject transaction. Ex. 2. In the same agreement, Mr. Berry—196 days
after his default under the prior 2014 Agreement—formally acknowledged the unreturned $25,000
from the 2014 Agreement. Under the 2015 Agreement, Mr. Berry had 21 days to secure a letter
of credit. In the event that Mr. Berry failed to secure a letter of credit or the subject transaction
otherwise was not completed, Mr. Berry and TransAmerica agreed to return both the $25,000
under the prior 2014 Agreement as well as $35,000 for the 2015 Agreement, for a total of $60,000
to the Plaintiffs. Id.
52. Based on representations by Ms. Barker, MMC, Mr. Brown, Mr. Berry, and
TransAmerica alleged herein, among others, Catherine remitted payment of $35,000 to
TransAmerica on April 22, 2015.
53. On May 14, 2015, when the 21-day period had expired and Mr.
Berry/TransAmerica’s time for performance was due, Mr. Berry failed to secure a letter of credit
and failed to return the $60,000 to the Plaintiffs as promised. Catherine tried to contact Mr. Berry

approximately 7 times via email and telephone to discuss the issue, but again, Mr. Berry was
nonresponsive.
IV. After Plaintiffs and Defendants Reached an Agreement Wherein

Transamerica Would Return Plaintiffs’ Investment and Make the Plaintiffs
Whole, Ms. Barker and Mr. Piccirilli Talk Catherine Out of the
Agreement.
54. After numerous failed attempts, on September 17, 2015—126 days and 344 days
after TransAmerica’s 2014 and 2015 breaches, respectively—Plaintiffs each sent a final demand
letter to Mr. Berry. The Plaintiffs demanded that Mr. Berry return the Plaintiffs’ $60,000 back to
them, or else face civil and potential criminal liability.
55. Wanting to avoid criminal liability, Mr. Berry finally became responsive and began
working with the Plaintiffs. On or about October 12, 2015, Ms. Barker/MMC, Mr. Brown, Mr.
Berry/TransAmerica, and Mr. Brown agreed to settle with the Plaintiffs. A true and correct copy
of the Payment Agreement is attached hereto, and incorporated herein by reference, as Exhibit 3.
Under the Payment Agreement, TransAmerica was to return the $60,000 to Plaintiffs for the 2014
Agreement and 2015 Agreement. Ex. 3. The Payment Agreement—executed by Ms. Barker,
MMC, Mr. Berry, and TransAmerica—was deemed made in Houston, Texas, and included a
choice-of-law clause selecting the State of Texas. Id. at 2.
56. Even though the parties had just agreed to settle under the Payment Agreement,
Ms. Barker and Mr. Piccirilli approached Catherine with yet another proposal. Together, Ms.
Barker and Mr. Piccirilli managed to talk Catherine out of the Payment Agreement—the same
agreement Ms. Barker was a party to and had just signed—and convinced her to allow Mr. Berry
to continue holding the $60,000, rather than have it returned. According to Ms. Barker and Mr.
Piccirilli, Mr. Berry and TransAmerica were about to close on another deal (the “Make Up Deal”).

57. Although the Make Up Deal was referenced (Ex. 3 at 1) and used by Defendants to
persuade Catherine to allow Mr. Berry to temporarily hold on to the $60,000, none of Defendants
would provide Catherine with relevant Make Up Deal documents. In fact, Ms. Barker actively
went out of her way to instruct persons not to share any Make Up Deal documents with Catherine.
A true and correct copy of an email exchange dated December 28, 2015, from and to Ms. Barker
is attached hereto, and incorporated herein by reference, as Exhibit 4. Ms. Barker expressed
displeasure when she learned that the Make Up Deal contract was disclosed to Catherine. Ex. 4.
58. The Make Up Deal was deemed made in Houston, Texas, and contained choice-of-
law and forum-selection clauses selecting the State of Texas and Harris County, respectively. The
Make Up Deal was executed by Ms. Barker, individually and on behalf of MMC, and by Mr.
Berry, individually and on behalf of TransAmerica, on October 12, 2015. A true and correct copy
of the Letter of Credit Discounting Agreement is attached hereto as Exhibit 5.
59. On approximately December 27, 2015, Ms. Barker told Catherine that the Make Up
Deal did not go through. To date, Plaintiffs have not received any payments in connection with
either the Payment Agreement or the Discounting Agreement.
V. In 2018, Ms. Barker Promises Catherine a $3 Million Return in Exchange

for an $87,500.00 Investment.
60. In May 2018, Ms. Barker approached Catherine with another opportunity (the
“2018 Agreement”) involving Ms. Barker, Barkworks, and Entercore, Inc., a Montana corporation
headquartered in California.
61. In an effort to persuade Catherine to enter into this new agreement, Ms. Barker
suggested to Catherine that, among other things, the 2018 Agreement was necessary in order to
generate a source of funds from which the Plaintiffs could be made whole from the previous
Agreements, including the 2014 Agreement, Personal Loans, and 2015 Agreement.

62. According to Ms. Barker, if Catherine provided $87,500.00, she would first receive
her $87,500 back approximately one week later per their agreement.
63. Catherine was to receive an additional $3,000,000.00 within thirty (30)
international banking days under the 2018 Agreement. A true and correct copy of the Private
Collateral Letter of Agreement is attached hereto, and incorporated herein by reference, as Exhibit
6.
64. Ms. Barker and Mr. Piccirilli also stood to gain from the 2018 Agreement.
According to an email dated June 15, 2018 from Ms. Barker to Catherine, Ms. Barker and Mr.
Piccirilli each would be receiving $1 million. However, Ms. Barker did not disclose to Catherine
that, upon information and belief, Ms. Barker would be receiving an additional $5 million, for a
total of $6 million.
65. Based on representations by Ms. Barker, Barkworks, and the terms of the 2018
Agreement, including the attractive $3 million payout, and that the 2018 Agreement was necessary
to make Plaintiffs whole on the previous Agreements, Catherine remitted two payments on May
10 and May 15, 2018, totaling $87,500.00. Catherine sent the payments to Entercore on behalf of
Ms. Barker and Barkworks.
66. On or about June 15, 2018, when the 30-day period had expired and time for
performance was due, Catherine did not receive the $3 million as promised, nor did she have her
$87,500 investment returned. To date, Catherine has not had any of her $87,500 returned to her,
in whole or in part, nor received any payments or proceeds in connection with the 2018 Agreement.
VI. In 2019, Defendants Solicited Catherine to Invest an Additional $25,000 in

Exchange for Their Promise to Pay Her $250,000 Within 30 Days.
67. In October 2019, Ms. Barker again contacted Catherine, along with Mr. Brown and
Mr. Piccirilli. Together, they solicited her to participate in another investment opportunity, this

time involving Ms. Barker, Barkworks, Mr. Berry, TransAmerica, Mr. Brown, and Mr. Piccirilli
(the “2019 Agreement”).
68. On October 1, 2019, Ms. Barker represented to Catherine that a new investment
opportunity was in the works because Mr. Berry was allegedly in London “doing a deal.”
According to Ms. Barker, Mr. Berry would deliver by October 3, 2019, and that Mr. Berry
guaranteed the transaction.
69. Two days later, on October 3, 2019, Ms. Barker and Mr. Piccirilli sent Catherine
an email announcing that the transaction Mr. Berry was working on was now “done.” Catherine
asked Ms. Barker what risks, if any, were associated with Mr. Berry’s “done” transaction. In
response, Ms. Barker told Catherine: “Nothing. John closed his own deal and it already paid out.”
70. As a result of Mr. Berry’s completed transaction, Defendants were able to send
Catherine an offer to participate in the 2019 Agreement. Catherine was to wire $25,000 to
TransAmerica, and in exchange, Catherine would receive $250,000.00 by November 3, 2019, only
30 days later. The 2019 Agreement is also contained in a “Private Loan” contract that Ms. Barker
drafted and emailed to Catherine. A true and correct copy of the 2019 “Private Loan” is attached
hereto, and incorporated herein by reference, as Exhibit 7.
71. Under the terms of the 2019 Agreement, Catherine would remit the $25,000 on
behalf of the Borrowers—identified as Ms. Barker, Mr. Brown, and Mr. Piccirilli—to
TransAmerica’s account at Cadence Bank in Houston, Texas. Ex. 7 at 3. Then, upon receipt of
the $25,000, TransAmerica would execute a mortgage note that would “be provided as security.”
Id. Approximately 30 days later, on November 3, 2019, the Borrowers were to pay Catherine
$250,000.00 in return. Id. at 1. The 2019 Agreement contained choice-of-law and forum-
selection clauses selecting the State of Texas. Id. at 2.

72. Ms. Barker told Catherine that in order to accept the formal offer—which was sent
at 4:44 p.m.—Catherine would have to wire the $25,000 by close of business that day.
73. To provide assurances to Catherine, Ms. Barker told her that there was already a $3
million insurance policy in place, and promised that Catherine would be added as a named insured
along with Barkworks. The promise to add Catherine as a named insured is also documented in
the 2014 Agreement. Ex. 7 at 3.
74. Additionally, Ms. Barker and Mr. Berry provided Catherine with a draft copy of
the mortgage note “to evidence the Approval.” Ex. 7 at 1. According to the mortgage note terms,
among other things, it was deemed made in Houston, Texas, and contained a choice-of-law clause
selecting the State of Texas. Barkworks, through and by Ms. Barker, warranted and represented
itself to be solvent, credit-worthy, and possessing sufficient current net income and assets to fulfill
its obligations. Ms. Barker, individually and on behalf of Barkworks, and Mr. Berry, individually
and on behalf of TransAmerica, would, as discussed in Part VI para. 80 infra, later execute this
agreement upon receipt of Catherine’s payment. A true and correct copy of the executed
Commitment for Secured Credit Facility is attached hereto, and incorporated herein by reference,
as Exhibit 8.
75. In an email dated October 3, 2019 from Ms. Barker to Catherine, Ms. Barker also
provided a promissory note, apparently guaranteed by Mr. Piccirilli. Finally, in the event that the
$25,000 wire transfer was “not accepted due to timing,” Ms. Barker promised that she would
immediately return the funds back to Catherine.
76. That same day, Mr. Piccirilli told Catherine that “all 3 of” Mr. Piccirilli, Mr. Brown,
and Ms. Barker would “sign a guarantee.” Additionally, Mr. Piccirilli represented to Catherine

that “you have nothing to lose 25K is guaranteed,” and “there is nothing that can go wrong,” among
other things.
77. Finally, in an effort to persuade Catherine to enter into this new agreement, Ms.
Barker, Mr. Piccirilli, and Mr. Brown, individually and collectively, suggested to Catherine that,
among other things, the 2019 Agreement was necessary in order to generate a source of funds from
which the Plaintiffs could be made whole from the previous Agreements, including the 2014
Agreement, Personal Loans, 2015 Agreement, and 2018 Agreement. The 2019 Agreement also
contained a provision where the parties promised to negotiate and reconcile the amounts owed to
Plaintiffs from the previous Agreements. Ex. 7 at 1.
78. For example, Ms. Barker told Catherine that with respect to the 2019 Agreement,
that there would be “an additional $60K payment to you on 11/3 to close out the $60K that was
lost” on the 2014 Agreement and 2015 Agreement, that the “time has arrived for us to conclude
all of these items,” and “this is the way it can be completed.” And in the final hour, before
Catherine had sent any money, Mr. Piccirilli messaged Catherine, saying “Hey, what’s going on
this is a very time sensitive issue if you want to get any money back.”
79. Based on the Defendants’ individual and collective guarantees and assurances, the
Defendants’ representations that the 2019 Agreement was both sufficient and necessary if
Plaintiffs wanted to be made whole, and the relatively small window of time Defendants gave
Catherine to accept the offer, among other things, Catherine wired the $25,000 to TransAmerica’s
account at Cadence Bank in Houston, Texas.
80. On October 4, 2019, Ms. Barker sent Catherine a document (“Promissory Note”)
that closely mirrored the 2019 Agreement language, but acknowledged TransAmerica’s receipt of
the wired funds, and provided for a maturity date of November 4, 2019. However, the Promissory

Note added language that was not present in the 2019 Agreement from the day before, nor present
when Catherine agreed to send her money.
81. The Promissory Note was created by Ms. Barker. The note named Catherine as an
“Investor” and Mr. Brown, Mr. Piccirilli, and Ms. Barker, individually and on behalf of
Barkworks, as “Borrowers.” The note was executed by all three Borrowers.
82. Under the Promissory Note, Borrowers were to pay $250,000.00 to Catherine on
November 4, 2019, in exchange for her investment.
83. The Promissory Note contained a separate “Settlement” section, meant to address
and reconcile Catherine’s prior investment losses in her dealings with the Borrowers. Ex. 7. To
reconcile the money that Plaintiffs had sent over the previous investments, the Borrowers agreed
to pay Catherine $125,000.00 on November 4, 2019.
84. Approximately ten (10) days into the 30-day period, Ms. Barker emailed Catherine
and indicated that the insurance policy still needed to be changed, but instead of adding Catherine
as a named insured as previously promised, the policy was being amended to read “Barkworks
and/or assigns.” Ms. Barker acknowledged her earlier promise to return Catherine’s $25,000
investment in the event of default. Further—and for the first time—Ms. Barker disclosed that
there were “other investors” who also invested an additional $275,000, but Ms. Barker assured
Catherine that Catherine was first in.
85. In the weeks immediately after Catherine submitted the $25,000 and had performed
in full, Ms. Barker would become increasingly hostile and dismissive anytime Catherine asked for
information or access to documents that were in Defendants’ exclusive possession. In fact, when
Catherine raised concerns about some language added to the Promissory Note that was not present

when she paid, Mr. Piccirilli sent Catherine a text message on October 8, 2019, that read “I’m
telling you please stop this, you are really pissing Kelly off…”
86. On November 4, 2019, Ms. Barker, Mr. Brown, and Mr. Piccirilli were supposed
to pay Catherine $250,000 per the 2019 Agreement and $125,000 per the “Settlement” section of
the Promissory Note. Ms. Barker, Mr. Brown, and Mr. Piccirilli all breached their duty when they
failed to pay the agreed-upon amounts to Catherine that day. To date, Plaintiffs have not received
any of the $125,000 settlement, in whole or in part, nor received any payments or proceeds in
connection with the 2019 Agreement., Catherine did not receive either of the $250,000 or $125,000
owed to her in full or in part.
VII. In July 2021, the Plaintiffs Learn for the First Time that Defendants Were
Making Ongoing and Continuing Misrepresentations with Scienter
throughout the Entire Relevant Period.
87. Throughout their friendship, Ms. Barker told Catherine on several occasions that
Ms. Barker was a lawyer. And throughout the entire Relevant Period, Catherine always considered
Ms. Barker as her close friend. In fact, Catherine and Ms. Barker would still talk to each other by
phone on a regular basis, so Catherine had no reason to suspect that Ms. Barker had been making
false statements where Ms. Barker both knew the statements were false and were made with the
recognition that Catherine might rely on the misinformation.
88. Likewise, Plaintiffs had no reason to know, and in fact, did not know, that the
Defendants individually, and/or collectively, were making misrepresentations they knew to be
false and recognizing that Plaintiffs might rely on the misinformation.
89. But on or about July 1, 2021, Catherine came across two recently-written articles
in the Las Cruces Sun-News, a regional newspaper located near Ms. Barker, Barkworks, and
Uncaged. Between the two articles, Catherine learned for the first time that, among other things:

(a) Ms. Barker lost a default judgment on fraud and breach of contract claims,
with facts nearly identical to the Agreements discussed herein;
(b) Ms. Barker’s tendency to attack critics and respond with hostility when
asked to produce legitimate documents generally required of nonprofits;
and
(c) Reports by individuals, dog rescues, and animal shelters, expressing deep
concern for the welfare of animals under the care of Ms. Barker, Barkworks,
and Uncaged, including detailed accounts of missing documentation, dogs
in extremely poor health, including some that died.
90. Horrified upon this discovery, Catherine would go on to learn through public
records that an individual by the name of Kathleen Tarochione was listed as a Director of Uncaged,
and that Ms. Tarochione and Ms. Barker owned and lived in a house together.
91. Catherine sent an email to Ms. Barker outlining a slew of potential civil and
criminal liabilities. Under the then-mistaken belief that Ms. Tarochione was somehow involved
and/or liable for Catherine’s dealings with Ms. Barker, Catherine copied Ms. Tarochione on this
email.
92. Ms. Tarochione was surprised to hear from Catherine and read her list of allegations
because, among other things, Ms. Tarochione was learning for the first time that she was a listed
Director of Uncaged. Ms. Tarochione never agreed to serve in this capacity, nor was she even
asked to. In a recent filing with the New Mexico Secretary of State, Ms. Barker had discreetly
named Ms. Tarochione as a Director of Uncaged, without Ms. Tarochione’s knowledge or consent.
93. Naturally, Ms. Tarochione was concerned by this discovery, and also concerned by
any other misdeeds Ms. Barker might be hiding. Thus, Ms. Tarochione hired a private investigator,
who eventually introduced Catherine and Ms. Tarochione to one other in early July. This
introduction began a series of conversations, phone calls, and emails, where the two would
compare and collaborate stories. Together, Catherine and Ms. Tarochione would discover that the
two of them had been going down similar paths of deception with their mutual involvement with

Ms. Barker. In the weeks and months that followed, Catherine would discover a slew of
misrepresentations and/or allegations of fraudulent activity.
94. Upon information and belief, Ms. Barker represented that she was an attorney in
Michigan when she was not.
95. Upon information and belief, Ms. Barker fraudulently applied for and received
$25,000 on behalf of Uncaged under the COVID-19 EIDL program, and fraudulently applied for
and received $17,000 on behalf of Barkworks under the CARES Act. Among other things,
Uncaged and Barkworks did not lose any business, due to COVID-19 or otherwise; and Uncaged
and Barkworks have never had any employees, overhead, or operating costs, as both were run out
of Ms. Barker’s home.
96. Upon information and belief, Ms. Barker made several misrepresentations to First
American Bank so that she would be approved to purchase a house with Ms. Tarochione, and
misappropriated funds belonging to Uncaged and Barkworks received under the COVID-19
programs to her personal account for use as a down payment. Further, according to Ms.
Tarochione, Ms. Barker convinced Ms. Tarochione to move across the country, sell all of her
belongings, and purchase a home together. Ms. Barker would not otherwise be able to qualify on
her own. But immediately upon her arrival to New Mexico, Ms. Tarochione received constant
mistreatment from Ms. Barker—systematic elder abuse that would ultimately result in Ms.
Tarochione’s ouster, and Ms. Barker’s demand that Ms. Tarochione sign over a quit-claim deed.
97. Additionally, Ms. Tarochione, being Ms. Barker’s roommate at the time, was
already familiar with Mr. Berry and his associates’ dealings with Ms. Barker. Catherine would
further discover that—in addition to Ms. Barker—Mr. Brown, Mr. Piccirilli, Mr. Berry, and Mr.

Berry’s entities, also had been engaging in lies, deception, and fraud, throughout the Relevant
Period.
COUNT I
Breach of Contract
(Against Ms. Barker, Mr. Brown, Mr. Berry, & TransAmerica under the 2014 Agreement)
98. Plaintiffs repeat and re-allege each and every allegation above as if fully set forth
herein.
99. There was a valid and enforceable contract between Marion and Ms. Barker, Mr.
Brown, Mr. Berry, and TransAmerica. The contract is contained in the 2014 Agreement that is
incorporated by reference as Exhibit 1. Among other things, there was an agreement and mutual
understanding that Marion was wiring a $25,000 investment for the Defendants’ benefit in
exchange for a return on her investment.
100. Marion has fully performed or tendered all performance required under the 2014
Agreement. Namely, Marion wired the $25,000 by the stated deadline.
101. The Defendants have breached their obligations under the 2014 Agreement by (1)
TransAmerica failing to secure a letter of credit; (2) TransAmerica failing to complete the initial
transaction; and (3) failing to return the money back to Marion on October 8, 2014.
102. As a result of this breach, Marion sustained damages, and is entitled to recover
compensatory and consequential damages resulting from the Defendants’ breach of the 2014
Agreement in an amount to be determined by this Court or proven at trial.
Breach of Contract
(Against Ms. Barker and Mr. Brown under the Personal Loans)
herein.

104. There was a valid and enforceable contract between Catherine, Ms. Barker, and Mr.
Brown. The contract is acknowledged in an August 3, 2017 email from Ms. Barker to Catherine.
Among other things, there was an agreement and mutual understanding that Catherine was wiring
$6,000 for Ms. Barker and Mr. Brown’s benefit, and the $6,000 would be paid back to Catherine
in two weeks.
105. Catherine has fully performed or tendered all performance required under the
Personal Loans. Namely, Catherine wired a total of $6,000 to the accounts as requested by Ms.
Barker and Mr. Brown.
106. The Defendants have breached their obligations under the Personal Loans by failing
to return the $6,000 back to Catherine within two weeks.
107. As a result of this breach, Catherine sustained damages, and is entitled to recover
compensatory and consequential damages resulting from the Defendants’ breach of the Personal
Loans in an amount to be determined by this Court or proven at trial.
Breach of Contract
(Against Ms. Barker, MMC, Mr. Berry, and TransAmerica, under the 2015 Agreement)
herein.
109. There was a valid and enforceable contract between Catherine, Ms. Barker, MMC,
Mr. Berry, and TransAmerica. The contract is referenced a letter that is incorporated by reference
as Exhibit 2. Among other things, there was a proposal and mutual understanding that Catherine
was wiring a $35,000 investment for the Defendants’ benefit in exchange for a return on her
investment.

110. Catherine has fully performed or tendered all performance required under the 2015
Agreement. Namely, Catherine wired $35,000 to TransAmerica by the stated deadline.
TransAmerica failing to secure a letter of credit within 21 days; (2) TransAmerica failing to
complete the subject transaction within 21 days; (3) failing to pay Catherine $1,500,000 within 21
days; and (4) failing to return Plaintiffs’ $60,000 investment within 21 days.
Breach of Contract
(Against Ms. Barker and Barkworks, under the 2018 Agreement)
herein.
114. There was a valid and enforceable contract between Catherine, Ms. Barker, and
Barkworks. The contract is referenced in emails dated May 9, 2018, and June 15, 2018, as well as
the Private Collateral Letter of Agreement that is incorporated by reference as Exhibit 6. Among
other things, there was a proposal and mutual understanding that Catherine was wiring a $87,500
investment for the Defendants’ benefit in exchange for a return on her investment.
Agreement. Namely, Catherine wired $87,500 by the stated deadline.
Mr. Barker failing to return Catherine’s $87,500 one week later; and (2) failing to pay Catherine
$3,000,000 within 30 international banking days.

Breach of Contract
(Against Ms. Barker, Barkworks, Mr. Berry, TransAmerica, Mr. Brown, & Mr. Piccirilli,
under the 2019 Agreement)
herein.
119. There was a valid and enforceable contract between Catherine, Ms. Barker,
Barkworks, Mr. Berry, TransAmerica, Mr. Brown, and Mr. Piccirilli. The contract is contained in
the “Private Loan” and “Commitment for Secured Credit Facility” documents that are incorporated
by reference as Exhibits 7 and 8. Among other things, there was a proposal and mutual
understanding that Catherine was wiring a $25,000 investment for the Defendants’ benefit in
exchange for a return on her investment.
Agreement. Namely, Catherine wired $25,000 to TransAmerica by the stated deadline.
121. The Defendants have breached their obligations under the 2019 Agreement by (i)
failing to pay Catherine $250,000 on November 4, 2019, for the 2019 Agreement; (2) failing to
pay Catherine $125,000 on November 4, 2019, to settle the prior investment losses; and/or (3) by
failing to immediately return Catherine’s $25,000 payment in the event that the bank rejected the
same.

COUNTS II & III
Negligent Misrepresentation and Common Law Fraud
(Against Ms. Barker individually and on behalf of Uncaged, Barkworks, and MMC)
herein.
124. Ms. Barker is liable to Plaintiffs under the theories of intentional misrepresentation,
or in the alternative, negligent misrepresentation, for her conduct with respect to the 2014
Agreement, the Personal Loans, the 2015 Agreement, the 2018 Agreement, and the 2019
Agreement. In all of these arrangements, Ms. Barker had a pecuniary interest and supplied false
information to the Plaintiffs.
125. Ms. Barker failed to exercise reasonable care or competence in obtaining or
communicating false information, or in the alternative, made material misrepresentations either
known to be false when made or asserted without knowledge of its truth, in ways which include,
but are not limited to, the following:
(a) Describing these arrangements as “done deals,” “ace-in-the-hole deals,”

and/or otherwise representing that they were certain to occur;
(b) Representing that Plaintiffs would receive returns on their investments upon
completion of these deals;
(c) Representing that Plaintiffs would immediately receive their investments

back—and in some instances, interest or penalties—in the event of non-
performance by various Defendants;
(d) Representing that she would pay Catherine back within 2 weeks under the
Personal Loans;

(e) Asserting that Mr. Berry was about to close another deal, immediately after
Mr. Berry agreed to return the $60,000, in order to convince Catherine to
allow Mr. Berry to continue holding the $60,000;
(f) Representing that Mr. Berry had certain then-existing, binding contracts,
and/or that Mr. Berry had satisfied all conditions precedent; and
(g) Representing that Plaintiffs’ various investments were either insured,

personally guaranteed, secured by assets, or guaranteed by letters or
promissory notes.
126. Upon information and belief, Ms. Barker intended these misrepresentations to
induce reliance and action by the Plaintiffs.
127. The Plaintiffs justifiably relied on Ms. Barker’s communications and agreed to
participate in these opportunities. As a result, Ms. Barker’s misrepresentations caused the
Plaintiffs to suffer damages, pecuniary and otherwise in an amount to be established at trial.
(Against Mr. Berry individually, and on behalf of TransAmerica)
herein.
129. Mr. Berry is liable to Plaintiffs under the theories of intentional misrepresentation,
or in the alternative, negligent misrepresentation, for his conduct with respect to the 2014
Agreement, the 2015 Agreement, and the 2019 Agreement. In all of these arrangements, Mr. Berry
had a pecuniary interest and supplied false information to the Plaintiffs.
130. Mr. Berry failed to exercise reasonable care or competence in obtaining or
communicating false information, or in the alternative, made material misrepresentations either
known to be false when made or asserted without knowledge of its truth, in ways which include,
but are not limited to, the following:
(a) Representing that Plaintiffs would receive returns on their investments upon

(b) Representing that Plaintiffs would immediately receive their investments
(c) Representing that Mr. Berry had certain then-existing, binding contracts,
and/or that he had satisfied all conditions precedent;
(d) Representing that Mr. Berry would perform his obligations under the
various agreements; and
(e) Representing that Plaintiffs’ various investments were either insured,

personally guaranteed, secured by assets, or guaranteed by letters or
promissory notes.
131. Upon information and belief, Mr. Berry intended these misrepresentations to induce
reliance and action by the Plaintiffs.
132. The Plaintiffs justifiably relied on Mr. Berry’s communications and agreed to
participate in these opportunities. As a result, Mr. Berry’s misrepresentations caused the Plaintiffs
to suffer damages, pecuniary and otherwise in an amount to be established at trial.
(Against Mr. Brown and Mr. Piccirilli)
herein.
134. Mr. Brown is liable to Plaintiffs under the theories of intentional misrepresentation,
or in the alternative, negligent misrepresentation, for his conduct with respect to the 2014
Agreement, the Personal Loans, and the 2019 Agreement. Mr. Piccirilli is liable to Plaintiffs under
the theories of intentional misrepresentation, or in the alternative, negligent misrepresentation, for
his conduct with respect to the 2019 Agreement. In the respective arrangements they participated
in, Mr. Brown and Mr. Piccirilli held a pecuniary interest and supplied false information to the
Plaintiffs.

135. Mr. Brown and Mr. Piccirilli, individually and/or collectively, failed to exercise
reasonable care or competence in obtaining or communicating false information, or in the
alternative, made material misrepresentations either known to be false when made or asserted
without knowledge of its truth, in ways which include, but are not limited to, the following:
(a) Representing that Plaintiffs would receive returns on their investments upon
(b) Representing that Plaintiffs would immediately receive their investments

(c) Representing that Mr. Brown, Mr. Piccirilli, and/or Ms. Barker would
personally guarantee the Plaintiffs’ investment under the 2019 Agreement;
and
(d) In Mr. Brown’s case, representing that he would pay Catherine back within
2 weeks under the Personal Loans.
136. Upon information and belief, Mr. Brown and Mr. Piccirilli, individually and/or
collectively, intended these misrepresentations to induce reliance and action by the Plaintiffs.
137. The Plaintiffs justifiably relied on Mr. Brown and Mr. Piccirilli’s communications
and agreed to participate in these opportunities as a result. As a result, Mr. Brown and Mr.
Piccirilli’s misrepresentations, individually and/or collectively, caused the Plaintiffs to suffer
damages, pecuniary and otherwise in an amount to be established at trial.
COUNT IV
Fraud in Violation of Section 10(b) of the Exchange Act and SEC Rule 10b-5
(Against Ms. Barker individually and on behalf of Uncaged, Barkworks, and MMC,
and Mr. Berry, individually and on behalf of TransAmerica)
herein.

139. Defendants Ms. Barker, individually and on behalf of Uncaged, Barkworks, and
MMC, Mr. Berry, individually and on behalf of TransAmerica, Mr. Brown, and Mr. Piccirilli, both
directly and indirectly used the means and instrumentalities of interstate commerce in the U.S. to
carry out a plan, scheme and course of conduct which was intended to and did (i) deceive the
Plaintiffs, as alleged herein; and (2) cause Plaintiffs to participate in the purchase and sale of
securities that would take the Plaintiffs’ money, with no intention of adhering to their promises.
140. Defendants, individually and collectively, both directly and indirectly used the
means and instrumentalities of interstate commerce in the U.S.: (1) employed devices, schemes,
and artifices to defraud; (2) made untrue statements of material fact and/or omitted to state material
facts necessary to make the statements not misleading; and (3) engaged in acts, practices, and a
course of business which operated as a fraud and deceit upon the purchasers of Defendants’ bonds,
notes, debentures, evidences of indebtedness, investment contracts, and related investment
opportunities in an effort to induce purchasers to enter into disadvantageous investment
opportunities in violation of Section 10(b) of the Exchange Act and Rule 10b-5.
VIII. Defendants Made Materially False and Misleading Statements and Omitted
Material Facts with Scienter During the Relevant Period.
141. Whether any of the following false and misleading statements are attributed to any
one or more of the individual Defendants, it is attributable also to the corporate/LLC Defendants
(whichever was a party to the respective Agreement).
142. Each of the misrepresentations in Subsections A–E below were materially false or
misleading when made, and were known (by actual or constructive knowledge) by the speaking
Defendant(s) and those Defendant(s) to whom each such statement was attributable to be false at
that time, or were made with reckless disregard for the truth. As a result, Defendants had a duty
to disclose the true facts because they knew at least that Defendants (1) made partial disclosures

that created a false impression to Plaintiffs; (2) voluntarily disclosed some information to
Plaintiffs, thus creating a duty to disclose the whole truth; and/or (3) discovered new information
that made earlier representations to Plaintiffs untrue or misleading.
A. Defendants’ Materially False and Misleading Statements and Omitted

Material Facts in Connection with the 2014 Agreement.
143. On June 24, 2014, Ms. Barker stated, in part, that “BlackRock is selling” a “$500M
Letter of Credit” to TransAmerica, that “Comerica Bank is the funding bank for TransAmerica
and they have already approved of this purchase.” Additionally, she stated, in part, that “all parties
are ready to GO,” that for Catherine’s investment, “we will pay back $150,000 total,” that “[a]fter
the deposit is received…TIG will release the executed contract…along with an Irrevocable
Payment Order for $150,000 for your bank coordinates,” that the “contract IS ready for signature
by TIG and Blackrock as confirmed by the attached TIG letter,” and that “[t]ime is of the essence
and we would like to conclude this transaction today” (emphasis in original).
144. The foregoing misrepresentations, which caused Plaintiffs to enter into the 2014
Agreement, was materially false or misleading when made, and was known by Ms. Barker to be
false at that time, or was made with reckless disregard for the truth, for the following reasons,
among others: Ms. Barker misled Plaintiffs about the certainty of this deal, by presenting it as a
risk-free transaction with all necessary approvals and conditions precedent already met, and said
nothing to suggest, caution, or otherwise warn Plaintiffs that there was any scenario in which the
transaction could potentially fail and the Plaintiffs not receive the money as promised, when in
fact that was clearly not the case.
145. These misrepresentations were material because a reasonable investor would
consider these facts significant in making an investment decision, and consider it important to
know whether conditions precedent were met in evaluating the risk of entering into a transaction.

To the extent any statements were made with respect to future and/or contingent events, these
statements were material because the statements indicated that the contingent events had both a
high probability of occurring and a high magnitude—a $2.1 million return—if it did occur.
146. Ms. Barker also misled Plaintiffs about her relationship with GFH when she
represented that GFH was registered in the US and the intended beneficiary of the transaction, that
Ms. Barker was the “former International CEO of GFH and now an [sic] financial advisor to them,”
and that in that capacity, Ms. Barker could “ensure that they are able to participate in these types
of transactions.” Those representations were misleading because Ms. Barker did not also disclose
the following: Although GFH was first incorporated in the USA, GFH’s Founder and CEO, Neill
Newton, ran GFH from China, while Ms. Barker ran GFH’s US division. Upon information and
belief, Ms. Barker discreetly removed Mr. Neill Newton’s name as a GFH Director. In 2014,
rather than incur substantial legal expenses to regain control, Mr. Newton reorganized and
relocated GFH to Macau SAR in China, ceased GFH’s operation in the US, and declared that Ms.
Barker and the GFH division in the US was no longer valid.
know that GFH’s US division, which Ms. Barker represented that she was a current advisor to and
was vouching for, was, in fact, being reorganized and ceasing its US operations as a direct
consequence of Ms. Barker’s intentional misconduct. As of the date of this filing, Ms. Barker
remains listed as a current CEO of GFH on her personal Linkedin page.
148. On September 23, 2014, Ms. Barker stated, in part, that she “talked to Dwan and
John…and based upon our discussions this is the formal offering.” Ms. Barker, individually and
on behalf of Mr. Berry and Mr. Brown, stated the offer’s terms which included, in part, the

following language: “Buy in: $25,000;” “Repayment on Buy In: $2.1 million;” “Repayment Time:
14 days;” “Personal and Corporate Guarantees for Principal Buy in by John Berry and
Transamerica Investment Group;” and “If you elect to invest then you would be a signatory to the
TIG contract and all will be completely transparent.” Mr. Berry and TransAmerica repeated their
guarantee in the 2014 Agreement that within 14 days “TIG will return the funds received from you
today.” These statements were false and Mr. Berry, TransAmerica, Ms. Barker, and Mr. Brown
either knew they were false at the time the representations were made, or made the false
representations without regard to their truth or falsity. Among other things, Plaintiffs would not
be a signatory to the TIG contract. The statements also misled by presenting the 2014 Agreement
as a risk-free transaction with all necessary approvals and conditions precedent already met, and
said nothing to suggest, caution, or otherwise warn Plaintiffs that there was any scenario in which
the transaction could potentially fail and the Plaintiffs not receive the money as promised, when
in fact that was clearly not the case.
know whether conditions precedent were met in evaluating the risk of entering into a transaction.
To the extent any statements were made with respect to future and/or contingent events, these
statements were material because the statements indicated that the contingent events had both a
high probability of occurring and a high magnitude—a $2.1 million return—if it did occur.
B. Defendants’ Materially False and Misleading Statements and Omitted

Material Facts in Connection with the Personal Loans.
150. In or about April 2015, Ms. Barker and Mr. Brown made representations to
Catherine that they needed to borrow money for personal reasons, and that they would pay
Catherine back two weeks later. These representations were false and Ms. Barker and Mr. Brown

either knew they were false at the time the representations were made, or made the false
representations without regard to their truth or falsity. In reality, Ms. Barker and Mr. Brown lacked
both the intention and ability to pay Catherine back as promised unless the 2015 Agreement was
successful. These misrepresentations were material because a reasonable investor would consider
these facts significant in making an investment decision, and consider it important to know whether
a potential debtor had the means to pay back a potential creditor as promised, without being
contingent on the occurrence of a separate transaction.
C. Defendants’ Materially False and Misleading Statements and Omitted

151. During the negotiations that occurred from approximately April 16, 2015, to April
22, 2015, prior to Plaintiffs’ acceptance and remittal of the $35,000, Ms. Barker, MMC, Mr.
Brown, and Mr. Berry made representations to Catherine that Mr. Berry “has a contract with HSBC
London,” that Mr. Berry “will provide a guarantee letter (backed by an asset),” that in the event of
non-performance Mr. Berry would, within 30 banking days, repay “the principal ($55K) plus 20%
interest” non-performance fee, that Mr. Berry “will do a notarized, irrevocable, corporate
guarantee letter” to Catherine, and that Catherine would “receive $1.5M.”
152. The foregoing misrepresentations, which caused Plaintiffs to enter into the 2015
Agreement, was materially false or misleading when made, and was known by Ms. Barker, Mr.
Berry, TransAmerica, and Mr. Brown to be false at that time, or was made with reckless disregard
for the truth, for the following reasons, among others: Based upon information and belief, Mr.
Berry and TransAmerica were not already bound to a pre-existing, guaranteed contract at the time
Plaintiffs were solicited. Further, Mr. Berry and TransAmerica had no intention of sending the
non-performance fee, nor any intention of providing a guarantee letter backed by an asset, nor any
intention of sending Catherine a “notarized, irrevocable, corporate guarantee letter.”

know whether Mr. Berry actually had a then-existing and enforceable contract or merely a tentative
non-binding proposal. The misrepresentations were also material because a reasonable investor
would consider it important to know whether a transaction was going to be secured and whether
notarized and irrevocable guarantee letters would be provided as promised. To the extent any
statements were made with respect to future and/or contingent events, these statements were
material because the statements indicated that the contingent events had both a high probability of
occurring and a high magnitude—a $1.5 million return—if it did occur.
D. Defendants’ Materially False and Misleading Statements and Omitted

154. During the negotiations that occurred from May 2018 to June 2018, prior to
Catherine’s acceptance and advance of the $87,500, Ms. Barker made representations to Catherine
that, among other things, Catherine would receive the advanced $87,500 back approximately one
week later, and that Catherine would receive $3 million approximately one month later. The
foregoing misrepresentations, which caused Catherine to enter into the 2018 Agreement, were
false and Ms. Barker either knew they were false at the time the representations were made, or
made the false misrepresentations without regard to their truth or falsity.
know how and when Catherine would receive her investment back, and important to know Ms.
Barker’s ability to complete the 2018 transaction and pay Catherine as promised, and important to
know the risks and circumstances that would lead to Catherine not being paid as promised. To the
extent any statements were made with respect to future and/or contingent events, these statements

were material because the statements indicated that the contingent events had both a high
probability of occurring and a high magnitude—a $3 million return—if it did occur.
E. Defendants’ Materially False and Misleading Statements and Omitted

156. During the negotiations that began approximately October 1, 2019, prior to
Catherine’s acceptance and remittal of the $25,000, Ms. Barker, Barkworks, Mr. Berry,
TransAmerica, Mr. Brown, and Mr. Piccirilli, stated, in part, that on October 1, 2019, Mr. Berry
was “doing a deal,” and that on October 3, 2019, the same deal was “done,” that there were no
risks to Catherine because “John closed his own deal and it already paid out,” and that Mr. Berry
“guarantees the transaction.” Additionally, Defendants stated, in part, that a mortgage note would
be “provided as security,” that there was a $3 million insurance policy in place, that Catherine
would be added as a named insured, that Mr. Barker, Mr. Brown, and Mr. Piccirilli would sign a
guarantee, that Ms. Barker would return the $25,000 to Catherine in the event the same was not
accepted by the bank, that “you have nothing to lose 25K is guaranteed,” and that “there is nothing
that can go wrong.” Further, Barkworks, by and through Ms. Barker, warranted and represented
itself to be solvent, credit-worthy, and possessing sufficient current net income and assets to fulfill
its obligations.
157. The foregoing misrepresentations, which caused Catherine to enter into the 2019
Agreement, were materially false or misleading when made, and were known by the speaking
Defendant(s) and those Defendants(s) to whom each such statement was attributable to be false at
that time, or were made with reckless disregard for the truth, because, among other things, they
falsely represented the transaction as guaranteed and risk-free, Catherine was not added as a
named-insured, signed personal guarantees as promised were not delivered, and upon information
and belief, the transaction Mr. Berry was working on was not done, closed, paid out, nor

guaranteed as represented on October 3, 2019. Additionally, upon information and belief,
Barkworks did not have sufficient current net income and assets to fulfill its obligations.
consider these facts significant in making an investment decision, and to know whether the Mr.
Berry transaction—a condition precedent—was truly done at the time. These misrepresentations
were also material because a reasonable investor would consider it important to know whether the
transaction was guaranteed without any risk, and whether Catherine would be a named insured in
the event of non-performance. To the extent any statements were made with respect to future
and/or contingent events, these statements were material because the statements indicated that the
contingent events had both a high probability of occurring and a high magnitude—a $250,000
return—if it did occur.
IX. Plaintiffs’ Reliance on Defendants’ False and Misleading Statements and

Material Omissions.
159. During the Relevant Period, Plaintiffs relied on some or all of the false and/or
misleading statements alleged herein under Section VIII during the Relevant Period by, among
other things: relying on the assumption that Defendants’ statements reflected truthful and accurate
information disseminated by or on behalf of the speaking Defendant(s) and those Defendant(s) to
whom each such statement was attributable, and had not been impacted by false or misleading
information. Plaintiffs neither knew, nor in the exercise of reasonable diligence, could have known
of Defendants’ false and misleading statements and omissions when transacting for Defendants’
securities during the Relevant Period.
X. Defendants’ Conduct Caused Plaintiffs’ Losses.
160. Defendants’ wrongful conduct, as alleged herein, directly and proximately caused
the economic loss suffered by Plaintiffs. Throughout the Relevant Period, the Plaintiffs’ principal

and return on their investment were reduced to $0.00 as a direct result of Defendants’ materially
false and misleading statements and omissions.
161. In addition, Defendants’ fraudulent inducement of Plaintiffs’ purchases of
Defendants’ securities during the Relevant Period, through their false and misleading statements
as alleged herein, proximately caused Plaintiffs to suffer consequential losses.
162. In addition, as a result of Defendants’ ongoing and continuing misrepresentations
up through the end of 2019, Plaintiffs continued to invest—and allowed Defendants to keep—
additional principal and suffered further losses, having been induced to do so by such ongoing and
continuing misrepresentations.
163. Had Defendants not made these false representations and/or not stayed silent and
disclosed the true state of affairs, Plaintiffs would not have made these investments throughout the
Relevant Period.
164. As a result of the conduct of the Defendants, Plaintiffs purchased these securities,
and were damaged in an amount to be determined by this Court or proven at trial.
COUNT V
Violations of the Texas Deceptive Trade Practices Act (“DTPA”) Laundry List
(Against all Defendants)
herein.
166. Plaintiffs each are natural persons and are “consumers” who acquired goods or
services as defined by Tex. Bus. & Com. Code § 17.45.
167. Defendants, individually and collectively, have engaged in deceptive trade
practices within the meaning of Tex. Bus. & Com. Code. § 17.50. The conduct of Defendants

described in the preceding paragraphs was a producing and proximate cause of actual damages to
Plaintiffs in that:
(a) Defendants represented that the Agreements in question conferred or

involved rights, remedies, or obligations which they did not have or involve;
(b) Defendants represented that guarantees or warranties conferred or involved

rights or remedies which they did not have or involve; and
(c) Defendants failed to disclose information concerning goods or services

which were known to Defendants at the time and on the occasions in
question, intending thereby to induce the Plaintiffs into the Agreements,
into which Plaintiffs would not have otherwise entered, had the information
been disclosed.
168. The conduct described above has been and is a producing and proximate cause of
damages to Plaintiffs. Plaintiffs’ damages include: Actual/economic damages, emotional and/or
mental anguish damages, exemplary/punitive damages, and Plaintiffs’ attorneys’ fees and costs.
169. Additionally, Plaintiff seeks an award of discretionary additional damages in an
amount not to exceed three times the amount of economic damages if Defendants’ conduct is found
to have been committed knowingly; or an amount not to exceed three times the amount of
economic and mental anguish damages if Defendants’ conduct is found to have been committed
intentionally.
DTPA Unconscionable Conduct
(Against all Defendants)
herein.
171. Further, Defendants’ conduct, individually and collectively, was an unconscionable
action or course of action, as defined in Tex. Bus. & Com. Code § 17.45(5), because it took
advantage of Plaintiffs’ lack of knowledge, ability, experience, and capacity to a grossly unfair
degree.

172. Alternatively, the conduct of Defendants resulted in a gross disparity between the
value received and consideration paid in a transaction involving the transfer of consideration.
173. Moreover, Defendants’ unconscionable actions or course of action was the
producing cause of Plaintiffs’ damages.
Count VI
Joint Venture and/or Joint Enterprise & Piercing the Corporate and LLC Veils
(Against Mr. Berry, TransAmerica, Beyond, Exbury, and TIG LLC)
herein.
175. At all material and relevant times pertinent herein, Defendants Mr. Berry,
TransAmerica, Beyond, Exbury, and TIG LLC (the “Berry Joint Enterprise”), by virtue of their
relationship to one another, the Berry Joint Enterprise herein and all times relevant were operating
as a joint venture in so far as they had an agreement, a joint interest in a common business with an
understanding that profits and losses would be shared and the right to joint control. In most, if not
all of the aforementioned Mr. Berry is a corporate officer, director, shareholder, manager, member,
and/or controlling shareholder/manager/member/individual of most if not all of the corporate and
LLC defendants named above. The Berry Joint Enterprise was engaged in this joint venture based
on the facts as stated herein in this Original Complaint and in furtherance of the venture.
176. The Berry Joint Enterprise herein and at all times relevant were operating as a
joint enterprise to the extent, including but not limited to, that they had an agreement, express or
implied, among the members of the group, a common purpose to be carried out by the group, a
community of pecuniary interest in that purpose among the members, and an equal right to a voice
in the direction of the enterprise, which gave an equal right of control. The Berry Joint Enterprise

was engaged in this joint venture based on the facts as stated herein in this petition and in
furtherance of the venture.
177. Further, Plaintiffs seek to pierce the corporate and LLC veils of the individual
defendants of the Berry Joint Enterprise, holding each individual Defendant, jointly, severally, and
vicariously liable for the aforementioned acts and/or omissions of those corporations and limited
liability companies.
178. The individual Defendants were as a matter of law and/or de facto acting as the
officers, directors, managers, members, and/or shareholders of corporate and LLC defendants. Mr.
Berry thereby had full control over all decisions in a manner indistinguishable from his personal
affairs of the corporate and LLC Defendants. Plaintiffs would show that Mr. Berry is individually
liable for the torts of the corporate and LLC Defendants in one or more of the following manners,
to-wit:
(a) The corporate/LLC form was used as a sham to perpetrate a fraud;
(b) the corporation/LLC was organized and operated as a mere tool or business
conduit of another “alter-ego”;
(c) the corporate/LLC form was used to evade existing and anticipated legal
obligations;
(d) the corporate/LLC form was used to circumvent a statute;
(e) the corporate/LLC form was used to protect against the discovery of a crime
or to justify a wrong;
(f) the corporate/LLC was inadequately capitalized so as to work an injustice;

or
(g) that two or more businesses were operated as a single business enterprise.
179. Mr. Berry breached his duty to Plaintiff as stated in this Original Complaint and
any amendments therefrom incorporated herein by reference. Mr. Berry’s actions were fraudulent

in that he created these corporations and limited liability companies in an effort to circumvent any
duties imposed by the laws of this state on to Plaintiffs.
180. The identity of the corporate/LLC Defendants and Mr. Berry is in substance one
and the same and that the corporation and the limited liability company are the alter ego of
individual Defendants, acting solely as a conduit for the performance of the business of the
individual Defendants and as a device to cause harm or prejudice to those with whom they deal.
Additionally, most if not all corporate and LLC Defendants of the Berry Joint Enterprise maintain
the same registered agent and address in Austin, Texas, and have the same corporate/LLC
addresses operating out the very same physical office space in Houston, Texas.
181. The corporate veil can also be pierced when the corporate form was used to evade
a legal obligation. Mr. Berry used the corporate/LLC forms of the individual Berry Joint
Enterprise entities to evade the existing and anticipated legal obligations as stated in this Petition
and any amendments therefrom incorporated herein by reference. In violating their legal
obligations, Mr. Berry individually and on behalf of TransAmerica and the Berry Joint Enterprise
demonstrated a willful disregard for the welfare of the Plaintiffs.
182. The corporate veil can also be pierced when the corporate form was used to
circumvent a statute. In Mr. Berry’s case, he used the corporate/LLC Defendants in order to
circumvent the DTPA and as further alleged in this Original Complaint and any amendments
therefrom incorporated herein by reference.
183. By playing a corporate “shell game,” Mr. Berry has attempted to shelter himself
from exposure to liability related to the incidents that made the basis of this Original Complaint
and all other incidents involving the business of the Berry Joint Enterprise and has also attempted
to protect himself from the tortuous conduct committed by his corporations and limited liability

companies as well as individually, exhibiting how they have used the corporate/LLC forms in
order to circumvent the requirements of the above-listed statutes.
184. The corporate/LLC veil can also be pierced when the corporation/LLC was
inadequately capitalized and/or insured. In this case, Plaintiffs contends that Mr. Berry
inadequately capitalized the corporate/LLC Defendants by organizing said companies with little
to no capital whatsoever. Consequently, they have a deficit operating capital in comparison to the
risk of harm possible for the type of businesses they operate. Additionally, Mr. Berry used these
entities to avoid responsibility for the tortuous conduct of its agents/employees through marginal
financing of the corporation relative to risk and thus should be held personally responsible.
185. Lastly, the corporate/LLC veil can also be pierced under the single-business-
enterprise rule. Plaintiffs will show that the individual Defendants of the Berry Joint Enterprise
acted as a single business enterprise. Plaintiffs will show Mr. Berry, individually and/or as a
corporate/LLC officer, director, shareholder, or manager, was a common employee of the Berry
Joint Enterprise, that the Berry Joint Enterprise has common offices in Texas, that the Berry Joint
Enterprise’s accounting is centralized, that the Berry Joint Enterprise pays the wages of each
individual entity’s employees/workers, they shared between them protected and secret
information, they share the exact same name under which they operate their business before the
public, separating them only by various business structures not readily known by the public in an
attempt to deceive others and/or limit liability and financial exposure, each provided services
and/or benefits for each other, that there were undocumented transfers of funds between them, and
that there has been an unclear allocation of profits between them.
186. For example, Beyond Constellation USA, LLC was formed in Texas on March 31,
2021. Less than two weeks later, TransAmerica assumed a new name, “Beyond Constellation

USA,” and abandoned its former assumed name, “TIG-RP Co.” in consecutive filings with the
Texas Secretary of State. Plaintiffs contend that these events are another attempt by Mr. Berry to
shelter himself and the Berry Joint Enterprise from exposure to liability related to the incidents
that made the basis of this Original Complaint and all other incidents involving the business of the
Berry Joint Enterprise.
187. Moreover, Mr. Berry has already demonstrated his propensity to intentionally
evade legal obligations with illegal fraudulent transfers. In a 2008 lawsuit unrelated to Plaintiffs,
the United States District Court for the Southern District of Texas granted summary judgment and
entered a Final Judgment against GlobaLease—one of Mr. Berry’s entities. T-M Vacuum Prods.
v. TAISC, Inc., No. H-07-4108, 2008 U.S. Dist. LEXIS 54248 (S.D. Tex. July 16, 2008). The 2008
case tells a familiar story that relates to the incidents that form the basis of this Original
Complaint—Mr. Berry and GlobaLease fraudulently induced a transaction, then failed to pay as
promised.
188. When Mr. Berry and GlobaLease failed to pay the judgment, the plaintiffs in that
case eventually discovered that GlobaLease had discreetly sold and assigned its remaining
receivables, deposited the proceeds, and began a personal spending spree for its owners, Mr. Berry
and his wife, Patricia Berry. Over the course of a year and a half, GlobaLease paid more than
$400,000 in personal expenses and disbursements for Mr. and Ms. Berry, including cash transfers,
ATM withdrawals, payments for their home mortgage, and even payments to restaurants, clothing
stores, and other retail outlets.
189. For the reasons stated above, Plaintiff submits that the corporate veil covering
Defendants should be pierced and that the individual Defendants should be held personally liable
for the conduct of the corporate Defendants herein.

DAMAGES AND REMEDIES
herein.
191. By reason of Plaintiffs’ reliance on Defendants’ individual and/or collective acts,
breaches of contract, negligent misrepresentations, and/or fraudulent misrepresentations as
described in this complaint, Plaintiffs have suffered actual damages.
192. Plaintiffs further allege that because Ms. Barker, individually and on behalf of
Uncaged, Barkworks, and MMC, and Mr. Berry, individually and on behalf of TransAmerica, Mr.
Brown, and Mr. Piccirilli, individually and/or collectively, knew that misrepresentations made to
Plaintiffs were false at the time they were made, such misrepresentations are fraudulent, negligent,
or grossly negligent on the part of Defendants, and constitute conduct for which the law allows the
imposition of exemplary damages.
193. In this regard, Plaintiffs will show that they have incurred significant litigation
expenses, including attorney’s fees, costs, and expenses that have accrued and are continuing to
accrue, in the investigation and prosecution of this action.
194. Accordingly, Plaintiffs request that penalty damages be awarded against Ms.
Barker, Uncaged, Barkworks, MMC, Mr. Berry, TransAmerica, Mr. Brown, and Mr. Piccirilli.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs pray that Judgment be entered against Defendants, that Plaintiffs
be awarded all of their actual damages, consequential damages, pre-judgment interest, additional
statutory damages, post-judgment interest, penalty damages, reasonable and necessary attorney’s
fees, court costs, and for all such other relief, general or specific, in law or in equity, to which

Plaintiffs may show themselves justly entitled, whether pled or unpled within this Original
Complaint.
JURY DEMAND
Plaintiffs respectfully request a jury trial on all issues so triable.
Respectfully submitted,
INDIGO LEGAL SOLUTIONS, PLLC
Dustin Webber
Attorney-in-Charge
State Bar No. 24118584
S.D. Tex. Bar No. 3545474
Email: Dustin.Webber@indigo-law.com
1000 Main Street
Suite 2300B
Houston, Texas 77002
Telephone: (888) 211-3390
Fax: (325) 480-2481
ATTORNEY FOR PLAINTIFFS
CATHERINE & MARION WEINSTOCK

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
CATHERINE WEINSTOCK, §
MARION WEINSTOCK, §
§
Plaintiffs, §
§
v. §
§ Case No. ________________
TRANSAMERICA INVESTMENT §
GROUP, INC.; BEYOND §
CONSTELLATION USA, LLC; §
TIG GP, LLC; §
EXBURY INVESTMENTS, LLC; §
JOHN B. BERRY, an individual; §
KELLY M. BARKER, an individual; §
UNCAGED PAWS, INC.; §
BARKWORKS PRODUCTIONS, INC.; §
METROMAGNET COMPANIES, LLC; §
DWAN AKILI BROWN, an individual; §
NICK PICCIRILLI, an individual; §
§
Defendants. §
CERTIFICATE OF SERVICE
On December 13, 2021, I filed the foregoing document with the clerk of court for the U.S.
District Court, Southern District of Texas. I hereby certify that I have served the document on all
counsel and/or pro se parties of record by a manner authorized by Federal Rules of Civil Procedure
5(b)(2).
Dustin Webber
EXHIBIT 1
EXHIBIT 2
TnawsAtr,tERIcA INvpsttvtpwr Gnoup, Iwc.
1700 Post Oak Boulevard
2 BLVD Place; Suite 600
April21, 2015
Catherine Weinstock
366 Broadway #6D
NewYork, NewYork 10013
Dear Catherine:
Thank you for your calls and correspondence. As we understand, you will be remitting
payment this moming to TIG via wire transfer in the amount of Thirty Five Thousand Dollars
($35,ooo).
Provided your payment is received today as expected this letter further confirms and verifies
that, as agreed upon successfuI completion one and one-half percent (1.50%) of the net
proceeds of the subject transaction will be wired directly to your designated account at
HypoVereinsbank in Munich, Germany. We have received and verified your account
information at HypoVereinsbank. As discussed and as per our contracq HSBC Bank pondon)
will issue their lefter of credit in the amount of One Hundred Million Dollars ($100,000,000).
Wells Fargo Bank is the designated advising and confirming bank that will be receiving the
letter of credit from HSBC Bank (London).
Provided we received your payment today as described hereinabove, but in the unforeseen
event the subject transaction is not completed within twenty one days (21) days which would be
May 72,2015, then TIG agrees and shall return allfunds received from you and/or your mother
for this or any other transaction on May 13, 2075, the tohl being Sixty Thousand Dollars
($60,000) thereby unwinding the transactions. Should future opportunities arise we will
certainly keep you informed. The retum of funds shall be sent to any account you designate.
For the avoidance of doubt, once TIG has provided payments as described hereinabove, TIG has
fulfilled its obligations. Provided the payments, as described herein, are paid and received,
then parties shall have no further obligation You agree to indemnify and hold TIG harmless
from any third parfy claim thatmay arise from your side as TIG is not a parfy to any agreement
or sub-agreement you may or may not have with another person or entity.
r---
EXHIBIT 3
PAYMENT AGREEMENT
In consideration of the mutual promises and agreements herein and other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged the
undersigned each hereby mutually contract and agree that the initial retainer deposit as
described in Section 5 of Letter of Credit Discounting Agreement NQ, 15-75292 by and
between TRANSAMERICA INVESTMENT GROUP, INC., a Texas corporation ("TIG")
and METROMAGNET COMPANIES, LLC, a Michigan limited liability company
("MMC") dated 12 October 2015 (the "Conh'act") shall be satisfied as described
hereinbelow:
Initial retainer deposit due: $ 60,000
(less) credit from TIG

for prior transactions: ($ 60,000)
Remaining Balance Due: $ 0.00
==========
· For the avoidance of doubt, the "(less) credit from TIG for prior transactions" line item listed
above derives from that certain payment in the amount of Twenty Five Thousand ($25,000)
made by Marion Weinstock to The Law Office of Rodrick Carter PC on or about September 25,
2014 as arranged by Kelly Barker, Dwan Brown, and Catherine Weinstock and a Thirty Five
Thousand Dollars ($35,000) payment made by Catherine Weinstock to TransAmerica
Investment Group, Inc. on or about April 22, 2015. These two (2) prior payments combine to
equal a sum total of Sixty Thousand Dollars ($60,000) (the "Payments") for which full credit
shall be provided by TIG as described hereinabove against sums due and owing under
Discounting Agreement N2. 15-75292.
The parties hereto further acknowledge that MMC has directed TIG to remit Five Hundred
Thousand DOLLARS ($500,000) of MMC' s Net Discount Proceeds from the Contract to be paid
to Catherine Weinstock ("Weinstock") upon successful completion. The parties hereto further
acknowledge and agree that the Payments shall only be credited and applied as set-forth herein
after MMC' s execution of its escrow agreement and contract in conjunction with the LC being
arranged by MMC pursuant to the terms and conditions of the Contract.
After the credit for the Payments has been applied, the Contract shall govern the Payments that
have been contributed in full for the benefit of MMC in connection with the Contract. All prior
agreements, oral or written, relating to the Payments are hereby acknowledged by the
undersigned to be null and void and the parties mutually release each other for any claim or
action now or in the future except as provided in the Contract. For the avoidance of doubt,
copies of the two (2) prior letters relating to the Payments are attached hereto as EXHIBIT "A"
and EXHIBIT "A-1" with both letters now being null and void and of no force or further effect
with any obligation thereunder having been fully satisfied and discharged.
-Pagel of 3-
·•· ·11~
Initials: _ _ _ _ _ _ _ _ _ _ __
PAYMENT AGREEMENT - continued
12 October 2015
Page 2 of 3
This Agreement shall be deemed to have been made in Houston, Texas and shall be interpreted,
consh·ued and enforced in accordance with, and the validity and performance hereof shall be
governed exclusively by the laws of the State of Texas with mutually agreed exclusive venue
being vested in the state district courts of Harris County, Texas.
Each of the undersigned (i) has read and understands this Agreement and each has executed
this Agreement voluntarily as a free act and deed in the capacity and for the purposes stated
herein; and, (ii) is at least twenty one (21) years of age, fully competent, and possesses all
power, authority, and capacity to enter into, execute, and deliver this Agreement.
This Agreement has been negotiated by the parties, each of which has had access to counsel,
and shall be construed and interpreted fairly in accordance with its terms and without any strict
construction in favor of or against either party.
This Agreement may be executed in counterparts and each executed counterpart shall be
effective as the original. All faxed, emailed, or electronic signatures affirming this Agreement
constitute an original signature.
If any provision of this Agreement is adjudged by a court of competent jurisdiction to be

invalid, void, or unenforceable the remainder of this Agreement shall remain valid and
enforceable according to its terms and conditions.
Any delay in the enforcement of any provision herein shall not be consh·ued as a waiver,
amendment, or agreement of any type or kind.
This Agreement is binding upon the parties and the parties' heirs, successors, and/ or assigns,
and will inure to their respective benefit and may not be altered, amended, or modified except
in writing duly executed by all parties hereto.
THIS AGREEMENT AND THE EXHIBITS HERETO CONSTITUTE THE ENTIRE

AGREEMENT BE1WEEN THE CONTRACTING PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF. ALL PRIOR AGREEMENTS, DISCUSSIONS,
REPRESENTATIONS, WARRANTIES, AND COVENANTS ARE MERGED HEREIN.
THERE ARE NO WARRANTIES, REPRESENTATIONS, COVENANTS, OR
AGREEMENTS, EXPRESS OR IMPLIED, BETWEEN THE PARTIES EXCEPT THOSE
EXPRESSLY SET FORTH IN THIS AGREEMENT. THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HERETO SHALL BE DETERMINED SOLELY FROM THIS FINAL
WRITTEN AGREEMENT.
[ SIGNATURE PAGE FOLLOWS]

PAYMENT AGREEMENT - continued
12 October 2015
Page 3 of3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the
I 2ft, day of October, 2015.
I..-:.
;;..--
Dwan Brown
Catherine Weinstock
METROMAGNET COMPANIES, LLC
kL·, Q ?.
By:6,,/.. " ' ~ L ? Q . c t t , ~
~-~' .
Kelly 'Barker ·
Managing Member & Resident Agent
fkA~NTGROUP,mc.
John B. Berry, P r ~ t
Attachments: EXHIBIT "A" and EXHIBIT "A-1"

EXHIBIT "A"
TRANSAMERICA INVESTMENT GROUP, INC,

1700 Post Oak Boulevard
2 BLVD Place: Suite 600
Houston, Texas 77056_
September 24, 2014
Dwan Brown and Kelly Barker

c/ o Mr. Rodl'ick S. Carter
Law Offices of Rodrick S. Cartel' P.C.
649 N. 41h Ave
Phoenix, Arizona 85003
Dear Kelly and Dwan:
As we unde1·stand, Roderick Cm-tel' will be remitting payment today on you!' behalf in the
amount of Twenty Five Thousand Dollars {$25,000). Provided the payment is received as
expected today this letter fu1'ther confirms and verifies that, as agreed, fo1.1r pe1·cent (4.00%) of
the net proceeds will be directed to Roderick's Attorney Trust Account upon successful
completion of the initial transactioli i.J.wolving the purchase and sale of certain medium temi
notes. The1·eafte1·, you will be entitled to three percent ($,00%) of any subsequent follow-on
transactions that 1·esult. ·
As we understand you will be sharing a portion of your net proceeds with others pursuant to a ·
sub-agreement, Clea!'ly you are in charge of any such distributions and payments and have
absolute authority to insh'uct Roderick to make these payments on your behalf from the 11et
proceeds he receives on your behalf. · ·
For the avoidance of doubt, once TIG has ,pl'Ovided the agreed payment(s) to Rodel'tck's
Attorney Trust Account as described hereinabove, TIG has fulfilled its payment obligations to
you. You ag1.-ee to indemnify and hold TIG hannless from any third party claim that may arise
from your side as TIG is not a party to any sub-agreement or disbursement agreeme11t you have
executed. · ·
In the eve11t the initial transaction has not been completed within fourteen (14) days, TIG will
l'eturn the funds received from you today, the transaction will ter~ninate, a11d you and TJG shall
have no further obligation to one another,
Sincerely yours,
T ESTMENT GROUP, INC. .
-----::
Initials:
il(p/
--
EXHIBIT "A-1"
TRANSAMERICA ]NVESTMEN'I' GROUP, INC.

1700 Poist Oak Boulevard
2 BLVD Place; Suite 600
Ap1·il 21, 2015
Catherine Weinstock
· 366 Broadway #6D
New York, New York 10013
Dear Catherine:
Thank you for your calls and correspol'l.dence. · As we understand, you will be remitting
payment this morning to TIG via wire h'ansfer in the amount of Thfrty five Thousand Dollars
. ($35,000). .
Provided your payment is received today as expected this letter further confirms and ve1•ifies
that, as agreed, ttpon successful completion one and cine-half percent (1.50%) of the net
proceeds of the subject transaction will be whed directly to your designated account at
HypoVereinsbank in Munich, Germany. We have received and verified your account
infol'mation at HypoVereinsbank. As discussed and as per our conlwct, HSBC Bank (London)
· will issue their letter of credit in the amount of One Hundred Million Dollars ($100,000,000).
Wells Fa1·go Bank is the designated advising and confirming bank that will be receiving the
letter of. Cl'edit from HSBC Bank (London). · ·
Provided we received your payment today as described hereinabove, but in the unforeseen
event the subject transaction is not completed within twenty one days (21) days which would be
. May 12, 2015, then TIG agrees and shall 1·eturn pll funds received from you attd/ 01· your mother
for this or any othel' transaction on May 13, 2015, the total being Sixty Thoui;and Dollars
($60,000) the1·eby unwinding the h·ansactions. Should future opportunities ai·ise we will
ce1'tainly keep you informed, The return of funds shall be sent to any account you designate.
For the avoidance of doubt, once TIG has provided payments as described hereinabove, TIG has
fulfilled its obligations. Provided the payments, as described herein, are paid and received,
then parties shall have no further obligation. Yoi1 agree to indemnify and hold ·rrc harmless
from any thil'd party claim that may arise from your side as TIG is not a pai·ty to any agreement
01· sub-agreement you may or may not have with another person or entity.
·•'
Sincerely yours,
VESTMENT GROUP, INC.
JOHN B. BERRY, PRESIDENT

· ~
Initials: _JU:-.,.kc:...·
·-·-~----'----
EXHIBIT 4
------- Forwarded message -----
From: Kelly Barker <redbird global@vahoo.com>
Date: Mon, Dec 28, 2015 at 4:24 PM
Subject: Re: SBLC Transaction
To: TV VAL <!Y_Yfil@}'ahoo.com>, Catherine Weinstock <catherine11513@amai l.com>
Cc: Nick Piccirilli <nickscm@comcast.net>
Val. Thank you for your response. You had no authority to send any document to Catherine and the fact th at you have done so is completely unprofessional.
The fact that you have done it without the express permission of John Berry or myself ma now have opened a potential problem.
You are hereby officially notified that you are not permitted to share the documents with anyone.
Kelly
Sent from my Verizon Wireless 4G LTE smartphone
----- Original message ----

From: TV VAL <\y__Yfil@}'ahoo.com>
Date: 12/28/2015 2:50 PM (GMT-06:00)
To: Redbird Global <redbird_global@yahoo.com>, Catherine Weinstock <catherine11513@gmail.com>
Cc: Nick Piccirilli <nickscm@comcast.net>
Subject: Re: SBLC Transaction
Kelly,
Thank you for your well wishes , yes things are very good with me - thank you. I hope the same for you and all your four legged friends.
With re.spect to Catherine, ye.s I am aware of your conve.rsation with her on Saturday. We too spoke on Saturday. And yes she spoke. of her deal with you and the others. She did ask for paperwork that I may have from you. I declined to give her any information that you may have given to me (i.e., promotional
materials , contracts, emails, texts , etc .). I told her to ask you because you may have updated information since I have been out of the loop for most of the month of December and it was not my place to provide her with documentation of her deal.
But just to be clear, Catherine did ask me about the agreement she signed with John , the Payment Agreement. She said there was a very specific agreement referenced , the Discounting Agreement. She was correct. She said she was entitled to that agreement because the two agreements are related and work together.
agreed with her and sent her a copy of that agreement only. Any generic references in the Payment Agreement to any other agreements/contracts I would not entertain any conversation or send her any documentation.
With respect to destroying the documents , I will be unable to accommodate your request. As you know with technology any time there is an imprint on a hard drive you can never erase it. The only way to destroy the image is to take the hard drive out of the computer and smash it to pieces. I do not believe you are
asking me to do that nor will I. However, I will respect your request about not providing Catherine or any other person with your documents unless you give me specific permission to do so.
Lastly, please be aware that I do not represent Catherine in this deal whatsoever. The only legal advise I have given her is that if she feels she needs legal assistance to go to a good New York firm and retain a lawyer that specializes in her problems. As you know I have told her that in that past and you have agreed
with me. Furthermore, please note that Catherine is on this email as I do not want any miscommunication with respect to me and my involvement. I do not want a she said she said situation.
Thank you for your email and if you need anything else , please feel free to contact me and I will do what J can to assist you.
Take care and be well.
Valerie
EXHIBIT 5
LETTER OF CREDIT
DISCOUNTING AGREEMENT No. 15-75292
In consideration of the mutual promises and agreements herein and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged METROMAGNET
COMPANIES, LLC, a Michigan limited liability company (here:inafter "Client" and/or "MMC") and
TRANSAMERICA INVESTMENT GROUP, INC., a Texas corporation (hereinafter "TIG") each hereby
contract and agree to specifically perform as follows with time being of the essence (the "Agreement"
and/or the "Contract"): ·
1.) Client will provide certain a certain irrevocable, unconditional, and confirmed letter of credit to
TIG in support of raising liquidity and capital for its ongoing business operations and
expansion (the "LC"). ·
(a) For the pmposes of this Agreement, "Client" shall additionally include, refer to, and
incorporate each and every one of Client's affiliates, associates, and other related
individuals, investors, officers, directors, shareholders, assumed business names, and
entities whether now formed or registered or to be formed or registered to accomplish the
transaction contemplated herein including, as applicable, all heirs, successors, and/ or
assigns.
(b) Client warrants and represents proceeds from this commercial business transaction will be
utilized for its' own lawful commercial business purposes only and will not be utilized for
personal or household purposes.
2.) Client has proposed, agreed, and shall timely deliver the LC as described herein at its sole cost
and expense to TIG, as sole beneficiary, according to TIG' s advising/ delivery instructions, and
in a final form satisfactory to TIG. The LC shall be issued and confirmed only by Qualified
Financial Institution(s) ("QFI", whether singular or plural) acceptable to TIG which shall
possess the following minimum general characteristics: (i) a well recognized bank which
regularly issues letters of credit of the type and amount similar to that of the LC described
herein; (ii) a bank which is fully capable and has a history of timely supporting LC' s of the type
and kind as described herein in the regular and ordinary course of business according to its
strict terms; (ill) a highly rated bank according to Moody's (A2/P-1, or higher), S&P (A/ A-1, or
higher), and/ or Fitch (A/Fl, or higher); and (iv) a bank which is considered to be well capitalized
under current risk-based capital guidelines as set forth by the Board of Governors of the Federal
Reserve System ("FRB") and/ or the Basel Committee on Banking Supervision ("BCBS") (the
"Issuing Bank"). Client is responsible for any and all cost or expense associated with the
issuance, transfer, assignment, advising, and confirmation of the LC required in order to
accomplish this transaction. Client hereby warrants and represents to TIG that it presently has
an established business relationship with the Issuing Bank, the Issuing Bank meets the
minimum QFI requirements as detailed in this paragraph, the Issuing Bank has previously
approved in writing the issuance of the LC on behalf of Client as LC applicant, and the Issuing
Bank is prepared to immediately issue the LC on behalf of Client in strict accordance with the
terms and conditions herein with confirmation to be added by TIG's design~ted advising bank
- Page 1 of 7 -
Initials: -=-\,J~_·_t)___
LETTER OF CREDIT DISCOUNTING AGREEMENT
N~. 15-75292 - continued
-Page2of7-
or another QFI located in the United States a<; applicable. Upon execution hereof, Client will
immediately provide TIG with written verification of the foregoing from the Issuing Bank.
Client further agrees and shall provide a complete, h·ue, and correct copy of the duly issued LC
to TIG within twenty-four (24) hours of issuance. Client warrants and represents that Banco
Central do Brazil [ www.bcb.gov.br and SWIFT: BCBRBRDF ] ("BCB") will issue and/ or
provide the financial guarantee and full support for the LC which is acceptable to TIG. It is
further understood that BCB may issue the LC through one of its qualified correspondent banks
with BCB being the ultimate guarantor providing its full faith and credit.
3.) Client hereby informs TIG that the LC will be in the principal face amount of One Hundred
Million EUROS (€100,000,000) (the "Face Amount") with an Expiry Date of no less than thirty
days (30) and not more than three hundred seventy (370) days from the Date of Issue. In the
event Client elects to deliver the LC in a greater Face Amount, the transaction shall proceed and
be concluded according to the terms and conditions herein with all payment amounts being
adjusted, pro-rata, based on the percentage amounts detailed and agreed herein.
4.) A draft example of the LC has been attached hereto as EXHIBIT II A" (the "Draft LC") along
with TIG's advising/ delivery instructions for the LC labeled EXHIBIT II A-111.
(a) It is understood and recognized by the parties hereto that prior to issuing and advising the
LC, Client's QFI may elect to issue a pre-advice via authenticated SWIFT to TIG' s advising
bank; and,
(b) If a pre-advice is indeed issued and provided the pre-advice corresponds with APPENDIX
"1" attached hereto, TIG will cause its advising bank to positively reply within five (5)
business days after receipt of the pre-advice in a manner consistent with APPENDIX "2"
also attached hereto.
(c) Each EXHIBIT and APPENDIX attached hereto is fully incorporated herein by reference.
5.) Client has requested and hereby engages the services of TIG in order to negotiate and credit the
LC by providing payments as described herein and· Client has further agreed to immediately
make an initial retainer deposit payment equal to Sixty Thousand DOLLARS ($60,000). This
retainer deposit payment is made for the purpose of engaging and securing TIG's performance
and services hereunder, to assure all costs and expenses are fully and timely paid, and for
services rendered. Client shall deliver payment to TIG immediately upon execution hereof
according to remittance instructions attached hereto as EXHIBIT "B" ("TIG Remittance
Instructions") or by way of a bank cashier's check duly issued by a U.S. financial institution,
payable to TIG, and delivered to TIG at its' designated address listed in Section 17 hereto. It is
anticipated that the initial retainer deposit shall be satisfied by TIG proving credit of Weinstock
funds currently on deposit and in accordance with separate written agreement of even date or
as otherwise agreed. In the event the LC is not delivered to TIG according to the terms and
conditions hereof for a period of thirty (30) days from the execution hereof or in the event
Client is otherwise in default or non-compliance of its' obligations hereunder, the payment
described in this paragraph shall be deemed non-refundable and fully earned by TIG for
Initials~
N2. 15-75292 - continued
• Page 3 of 7 -
services rendered. Time is of the essence and stated dates and deadlines herein are considered
critical, material, significant, and important by the parties hereto.
6.) Client warrants and represents to TIG that Client and its QFI have previously received and
approved the Draft LC attached hereto and have both agreed with one another to promptly
issue and deliver a fully complying LC to TIG in strict accordance with the terms and
conditions as detailed herein on or before 30 November 2015.
7.) In consideration of and in exchange for the delivery of the LC to TIG and TIG receiving all
rights, powers, benefits, and payments there from, TIG agrees to pay Client (or pay for its benefit)
a discounted amount equal to seventy percent {70.00%) of the Face Amount of the LC
according to the strict terms and conditions herein and Client hereby agrees to receive and
accept this amount from TIG as full payment and final payment (the "Payment Amount") with
the difference between the Payment Amount and the Face Amount being the agreed earned
discount.
8.) For the avoidance of doubt, a draft distribution and estimated net discount proceeds calculation
has been attached hereto, labeled EXHIBIT "C", and incorporated herein by reference (the
"Estimated Net Discount Proceeds"). Client and TIG have each carefully reviewed, approved,
and agree with the mathematical calculations and method · by which the Payment
Amount/Estimated Net Discount Proceeds has been calculated on EXHIBIT "C" hereto.
9.) All payments to and from TIG will be denominated, remitted, and settled in United States
Dollars ("USD" or "$"). Client is responsible for any currency conversion cost and expense as
Client has elected to denominate the LC in Euros ("EUR" or"€") and has requested payments
in a mix of cunencies (ie: USD and EUR). Client agrees to accept the currency conversion rates
in effect at the sending and/ or receiving financial :institutions. TIG agrees and shall pass along
currency conversion rates it receives to Client without any additional mark-up or mark-down.
Client acknowledges TIG has no control over currency conversion rates and therefore makes no
warranty or representation, express or implied, to Client with regard to currency conversion
rates now or in the future; Given the volatility of world currency markets TIG sh·ongly
recommends Client seek professional advice from. competent professionals regarding available
options.
10.) After TIG' s advising and/ or negotiating bank has received, authenticated, and verified the LC
to be in proper format, duly issued and confirmed by a QFI as required herein, proceeds have
been deposited into TIG' s account, and all terms and conditions herein have been met TIG shall
:immediately (within five business days or fewer) remit the Payment Amount to Client according to
Client's remittance and disbursement :instructions and agreement which a.re attached· hereto,
labeled EXHIBIT "D" and EXHIBIT "D-1", and :incorporated herein by reference (the "Client
Disbursement Instructions & Agreement'' and · the "Client Remittance Iristructions",
respectively).
11.) Client specifically authorizes TIG and its' designated financial :institution(s) to :initiate funds
transfers utilizing Client's account information as stated in EXHIBIT "D-1" hereto for the
Initials:-JJJ:>
-Page4 of 7-
purpose of fulfilling any and all payment obligations hereunder (i.e.: wire transfer, electronic
funds transfer, ACH transfer, draft, debit, credit, etc.). This authorization also extends to any such
account Client may so designate in the future. This authority remains in effect for the full
duration of this Agreement and until such time that all amounts due and payable he.reunder are
paid in full. Client agrees and will not hold TIG responsible for any delay or loss of any type or
kind due to incorrect or incomplete information supplied by Client and/ or Client's financial
institution or due to an error or delay on the part of the sending or receiving financial
instih1tion.
12.) Except as otherwise agreed herein, once TIG has paid and/ or delivered the Payment Amount to
or for the benefit of Client as directed by Client, TIG shall have fulfilled and fully performed
each and every duty and obligation hereunder and shall have no further duty or obligation to
Client or any related person or entity in connection with the transaction described herein.
Client agrees to indemnify and hold TIG harmless from any such claim or action that may arise
now or at anytime in the future.
13.) Client hereby warrants and represents it is now and shall remain obligated to the financial
institution issuing and/ or confirming the LC according to the terms and conditions of any and
all such separate and independent written agreements and/ or contracts. The parties hereto
further acknowledge and agree that TIG is not privy to nor a party to any of Client's
negotiations or agreements in connection with the obtaining and issuance of the LC. Client has
made its own independent arrangements for the issuance of the LC. It is further acknowledged
by the undersigned that as a result of this transaction TIG has and shall at no time have any
duty or obligation of any type or kind whatsoever to any financial institution that has issued
and/ or confirmed the LC or any person or entity that has acted for or on behalf of Client except
in the ordinary course of business in the presentation, processing, negotiation, and/ or payment
of the LC described herein and to which TIG shall be sole beneficiary. Client waives any right
of protest in connection with the LC including but not limited to its issuance, advisement,
confirmation, presentation, payment, and negotiation. Client agrees to indemnify and hold TIG
harmless without limitation from any such claim or action that may arise now or at anytime in
the future as a result of TIG' s participation in this transaction.
14.) In the event Client delivers payment of the full Face Amount of the LC to TIG, TIG hereby
agrees to return and otherwise terminate the LC thereby releasing the QFI that has duly issued
the LC from its irrevocable payment obligations. In the event Client delivers payment of the
full Face Amount of the LC to TIG after the LC has been negotiated or presented and paid
according to its terms, then TIG agrees to remit any such excess payment received from Client
to the QFI that issued or confirmed the LC or as otherwise instructed in writing by Client.
15.) In the event of any third party claim regarding the transaction herein or the distribution of any
portion of the Payment Amount, Client hereby authorizes TIG to remit the Payment Amount, or
the disputed portion, into an independently administered escrow account after which TIG shall
be deemed to have fulfilled and fully performed each and every duty and obligation hereunder
and shall have no further duty or obligation to Client, or any other person or entity, in
c01mection with the transaction described herein. Client agrees to indemnify and hold TIG
-Page 5 of7-
harmless without limitation from any third party claim or action that may arise now or at
anytime in the future as a resu.lt of TIG' s participation in this transaction. Likewise, TIG will
hold Client harmless for any third party claim that results from any TIG action.
16.) As time is of the essence in this transaction, the parties hereto agree that this Agreement may be
executed with signatures and/ or initials and then FAXed and/ or otherwise electronically
transmitted to the other party. The parties hereto further agree that any such facsimile
signatures and/ or initials placed on this Agreement by either party shall have the same legal
force and binding effect as if all signatures and/ or initials were an original signature and/ or
initial. Further, the parties hereto agree to re-execute this Agreement with an original signature
and/ or initial as reasonably required by either party upon request from time-to-time and
without delay.
17.) Any notice required hereunder may be effectively delivered to Client or TIG at their respective
addresses listed below:
If to Client: METRO MAGNET .COMPANIES, LLC

45445 Mound Road
Shelby, Michigan 48317
If to TIG: TRANSAMERICA INVE5TMENT GROUP, INC.

2800 Post Oak Boulevard, 41 st Floor
18.) The terms and conditions set forth in this Agreement are deemed confidential and any all
information exchanged shall likewise be treated in a confidential manner. Neither Client nor
TIG shall act, directly or indirectly, on confidential information received as a result of this
transaction in any manner to the detriment or circumvention of the other. No press release or
other general announcement regarding this transaction shall be made without prior written
permission of all parties hereto.
19.) Client shall fully cooperate with TIG and its advising bank by timely responding within three
(3) business days, or fewer, by providing all reasonable and necessary documentation requested
in connection with this transaction and in compliance with all applicable rules, regulations,
laws, and other such requirements including, but not limited to the USA Patriot Act ("Patriot
Act"), Know Your Customer ("KYC"), Customer Identification Program ("CIP"), and Anti-
Money Laundering (" AML") requirements for financial institutions. ·
20.) Client hereby warrants and represents that each document and all :information previously
provided or to be provided to TIG is complete, accurate, and not misleading in presentation and
Client further warrants and represents tl1at Client is fully compliant with all applicable rules,
regulations, and laws including but not limited to state and federal tax filings. Client further
warrants and represents it possesses sufficient net assets and net ·earnings, and is and will
remain fully capable to timely fulfill each and eve1y obligation which is created as a result of or
in com1ection with this transaction in its normal, regular, and ordinary course of business .
. . \-. fJ i)k
Initials:'-i!# 'I--. _;:;..--
. ·---- ····--···-------------------------
N~. 15-75292- continued
-Page 6 of 7-
21.) Client is solely and exclusively responsible for compensating any individual, company, broker,
agent, consultant, arranger, finder, or entity of any type or kind to whom or which any payment
or other compensation of any type or kind is expected as a result of or in connection with this
transaction. As a result of this Agreement and the transaction contemplated hereby, the parties
hereto acknowledge and agree that TIG has no payment obligations to any person or entity
except to Client (or as herein directed by Client). Client hereby agrees to indemnify and hold
TIG harmless without limitation for any claim made at any time by any individual, co'mpany,
broker, agent, consultant, arranger, finder, or entity of any type or kind seeking payment or
other compensation as a result of this transaction that is not specifically named herein.
22.) In the event any involved QFI is owned or controlled by any governmental entity, then that QFI
shall specifically and expressly waive any right or claim or potential right or claim of sovereign
immunity or any other similar defense regarding any dispute or action that may arise in
connection with or as a result of this Agreement, the LC, and transaction.
23.) If requested by TIG, Client hereby agrees to promptly and without delay or protest do, take,
execute, acknowledge and deliver such further a.nd additional acts, actions, documents,
instruments or writings not specifically referred to herein as may be necessary, required,
proper, desirable or convenient for the purpose of carrying out tl1e undertakings and
transactions intended by the parties hereto and pursuant to this Agreement. .
24.) This Agreement shall be deemed to have been made in Houston, Texas and shall be interpreted,
construed and enforced in accordance with, and the validity and performance hereof shall be
governed exclusively by the laws of the State of Texas with mutually agreed exclusive venue
being vested in the state district courts of Harris County, Texas.
25.) Each of the undersigned (i) has read and understands this Agreement and each has executed
this Agreement voluntarily as a free act and deed in the capacity and for the purposes stated
herein; and, (ii) is at least twenty one (21) years of age, fully competent, and possesses all
power, authority, and capacity to enter into, execute, and deliver this Agreement.
26.) This Agreement has been negotiated by the parties, each of which has had access to counsel,
and shall be consh·ued and interpreted fairly in accordance with its terms and without any strict
construction in favor of or against eitl1er party.
27.) After mutual negotiation, this Agreement was prepared exclusively for Client and as such
Client may not assign any right or obligation hereunder to another party or entity without TIG' s
prior written consent.
28.) If any provision of this Agreement is adjudged by a court of competent jurisdiction to be

invalid, void, or unenforceable the remainder of this Agreement shall remain valid and
enforceable according to its terms and conditions.
N~. 15-75292- continued
- Page 7 of 7 -
29.) Any delay in the enforcement of any provision herein shall not be construed as a waiver,
amendment, or agreement of any type or kind.
30.) This Agreement is binding upon the parties and the parties' heirs, successors, and/ or assigns,
and will inure to their respective benefit and may not be altered, amended, or modified except
in writing duly executed by all parties hereto.
THIS AGREEMENT AND THE EXHIBITS HERETO CONSTITUTE THE ENTIRE

AGREEMENT BETWEEN THE CONTRACTING PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF. ALL PRIOR AGREEMENTS, DISCUSSIONS,
REPRESENTATIONS, WARRANTIES, AND COVENANTS ARE MERGED HEREIN. THERE
ARE NO WARRANTIES, REPRESENTATIONS, COVENANTS, OR AGREEMENTS, EXPRESS
OR IMPLIED, BETWEEN THE PARTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE
DETERMINED SOLELY FROM THIS FINAL WRITTEN AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the
12th day of October, 2015. .
METROMAGNET COMPANIES, LLC
By:"~-L.e.. -R_.£,(.).v :ix.A~------,

KELLY M. BARKER
MANAGING MEMBER AND RESIDENT AGENT
Attachments: EXHIBIT "A"; EXHIBIT "A-1", EXHIBIT "B"; EXHIBIT "C";

EXHIBIT "D"; and, EXHIBIT "D-1"
and
APPENDIX "1" and APPENDIX "2"

EXHIBIT "A"
DRAFT LETTER OF CREDIT
[Tobe issued via authenticated SWIFT with confirmation]
ISSUER: _ _ _ _ _ _ _ _ _ _ _ [SWIFT:
LETTER OF CREDIT NUMBER:
DATE OF ISSUE: [ DD/M.M,'YYYY]
PAYMENT VALUE DATE: [ Not less then 30 days nor more than 370 days after Date of Issue]
DATE OF EXPIRY: [ Not less than 30 days after Payment Value Date ]
APPLICANT: Metromagnet Companies, LLC
BENEFICIARY: TransAmerica Invesb.1.1.ent Group, INc.
AMOUNT: _ _ _ _ _ MILLION EUROS (€ _ __
CURRENCY: EUR
ISSUER HEREBY OPENS AND ISSUES THIS IRREVOCABLE TRANSFERRABLE LETTER OF CREDIT NO.
_ _ ON BEHALF OF [APPLICANT] AND IN FAVOR OF [BENEFICIARY] AS BENEFICIARY FOR THE
AMOUNT OF [ AMOUNT ] SUCH AMOUNT BEING AVAILABLE WITH ISSUING BANK AND
CONFIRMING BANK BY PAYMENT AND WITH ANY BANK BY NEGOTIATION.
ISSUER HEREBY ENGAGES AND IRREVOCABLY PROMISES TO PAY [AMOUNT] TO BENEFICIARY ON

[ AS THE VALUE DATE. PAYMENT WILL BE UNCONDITIONALLY, IRREVOCABLY,
AND TIMELY REMITTED ACCORDING TO YOUR PAYMENT OR REIMBURSEMENT INSTRUCTIONS
WITHOUT DELAY OR PROTEST, IN IMMEDIATELY AVAILABLE FUNDS, IN THE CURRENCY OF THIS
CREDIT, FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY TAXES, DUTIES, FEES, LIENS,
SET-OFFS, OR OTHER DEDUCTION OF ANY TYPE OR KIND WHATSOEVER AND REGARDLESS OF
ANY PROTEST OR OBJECTION BY APPLICANT OR ANY OTHER PERSON OR ENTITY. NEGOTIATING
BANK'S DISCOUNT AND/OR INTEREST, IF ANY, IS FOR THE ACCOUNT OF THE BENEFICIARY. THIS
LETTER OF CREDIT IS TRANSFERABLE WITHOUT THE PAYMENT OF ANY TRANSFER OR
ASSIGNMENT FEE BY BENEFICIARY.
UNLESS RENEWED, THIS LETTER OF CREDIT WILL EXPIRE ON THE ABOVE MENTIONED EXPIRY
DATE IN THE COUNTRY OF THE BENEFICIARY AFTER WHICH DATE OUR LIABILITY HEREUNDER
WILL CEASE AND WILL BE OF NO FURTHER EFFECT. ALL BANK CHARGES AND FEES ARE FOR THE
ACCOUNT OF THE APPLICANT UNLESS OTHERWISE STIPULATED HEREIN.
EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE
UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION),
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600, WHICH SHALL IN ALL
RESPECTS BE DEEMED A PART HEREOF AS FULLY AS IF INCORPORATED HEREIN EXCEPT AS
MODIFIED HEREBY.
Initials:~-"'--b_tl____,·f,_%_ _
EXHIBIT "A-1".
LETTER OF CREDIT ADVISING INSTRUCTIONS
Advise Letter of Credit to:
Advising/ Confirming Bank: TBA .
SWIFT: TBA
Confirmation: With
Bene[icianr Information:
Beneficiary: TRANSAMERICA INVESTMENT GROUP, !NC.

2800 Post Oak Boulevard, 41 st Floor
Initials: ~ -
8--,-_tl~ip
___
EXHIBIT "B"
TIG REMITTANCE INSTRUCTIONS
[ US Dollars Only ]
Wire funds in US Dollars to:
Bank: TBA
RTN: TBA
For final credit to:
Name: TransAmerica Inveshnent Group, Inc.

Treasury Management Account
2800 Post Oak Boulevard, 41st Floor
Account No.: TBA
Ref: #15-75292
8
~tl---..~
Initials.)r-_ __
EXHIBIT "C"
ESTIMATED NET DISCOUNT PROCEEDS
[ All payments and proceeds shall be paid and settled in US Dollars ]
Face Amount: 100.00% € 100,000,000
(less) Agreed Discount: (30.00%) (€ 30,000,000)
Payment Amount /
Estimated Net Discount Proceeds: 70.00% € 70,000,000
[ from TIG to Client]
====== ===========
Initials~O -t1b--
EXHIBIT "D"
CLIENT DISBURSEMENT INSTRUCTIONS & AGREEMENT
Face Amount of LC: € 100,000,000
(less) Agreed Discount: (€ 30,000,000)
NET DISCOUNT PROCEEDS: € 70,000,000
====-===-==
Client hereby instructs TIG to make the following disbursements of the Net Discount
Proceeds on its behalf and for its benefit:
PAYEE NAME AMOUNT

CATHERINE WEINSTOCK: $ 500,000.00
RODERICK S. CARTER PC: $ 1,500,000.00
ANDREW BARRETT CONSULTANT: € 12,245,525.00
METROMAGNET COMPANIES, LLC: .$ Remaining Balance
TOTAL € 70,000,000.00
============
IMPORTANT NOTICE: No changes will be made to these disbursement instructions which

are considered final except in the event Client submits a requested change in writing to TIG,
signed by all parties listed on this Exhibit, and the request is received by TIG at least three
(3) business days prior to any scheduled disbursement.
13
!nitiakJF- ff.0
EXHIBIT "D-1"
CLIENT REMITTANCE INSTRUCTIONS
CLIENT HEREBY INSTRUCTS TIG TO PAY AND REMIT THE NET DISCOUNT PROCEEDS AS FOLLOWS:
(1.) Amount: $500,000

Bank: TBA
RTN: TBA
Name: Catherine Weinstock
Account No.: TBA
(2.) Amo1mt: $1,500,000

Bank: JP Morgan Chase Bank
RTN: 122100024
Name: Roderick S. Carter PC

IOLTA Trust Account
649 N. 4th Avenue
Phoenix, AZ 85003
Account No.: 988767679
(3.) Amount: € 12,245,525.00

Bank: TBA
RTN/SWIFT: TBA
Name: Andrew Barrett Consultant
Account No.: TBA
Initials• ~e,
EXHIBIT "D-1" - continued
CLIENT REMITTANCE INSTRUCTIONS
(4.) Amount: Remaining Balance of Net Discount Proceeds

Bank: TBA
RTN: TBA
Name: Metromagnet Companies, LLC
Account No.: TBA
Initials:~~
APPENDIX "1"
FORM OF PRE- ADVICE
[Tobe issued and transmitted by Issuing Bank via authenticated SWIFT only]
PLEASE BE INFORMED THAT AN APPLICATION FOR A LETTER OF CREDIT HAS BEEN RECEIVED, PROCESSED,
AND APPROVED BY US FOR METROMAGNET COMPANIES, LLC. BE FURTHER INFORMED THAT WE
UNDERTAKE AND SHALL ISSUE AND DELIVER THIS LETTER OF CREDIT TO YOU VIA AUTHENTICATED SWIFT
REFLECTING THE FOLLOWING TERMS AND CONDITIONS ON OR BEFORE [ DD/MMIYYYY ]:
ISSUER:
LETTER OF CREDIT NUMBER:
DATE OF ISSUE: [DD/MMIYYYY]
PAYMENT VALUE DATE: [ Not less then 30 days nor more than 370 days after Date of Issue]
DATE OF EXPIRY: [ Not less than 30 days after Payment Value Date ]
APPLICANT: METROMAGNET COMPANIES, LLC
BENEFICIARY: TRANSAMERICA INVESTMENT GROUP, INC.
AMOUNT: ONE HUNDRED MILLION EUROS (€100,000,000)
CURRENCY: EUR
ISSUER HEREBY OPENS AND ISSUES THIS IRREVOCABLE TRANSFERRABLE LETTER OF CREDIT NO. _ _ ON
BEHALF OF METROMAGNET COMPANIES, LLC AS APPLICANT AND IN FAVOR OF TRANSAMERICA
INVESTMENT GROUP, INC. AS BENEFICIARY FOR THE AMOUNT OF ONE HUNDRED MILLION EUROS
(€100,000,000) SUCH AMOUNT BEING AVAILABLE WITH ISSUING BANK AND CONFIRMING BANK BY
PAYMENT AND WITH ANY BANK BY NEGOTIATION. .
ISSUER HEREBY ENGAGES AND IRREVOCABLY PROMISES TO PAY ONE HUNDRED MILLION EUROS
(€100,000,000) TO BENEFICIARY ON [ DD/MMIYYYY ] AS THE VALUE DATE. PAYMENT WILL BE
UNCONDITIONALLY, IRREVOCABLY, AND TIMELY REMITTED ACCORDING TO YOUR PAYMEJ.\T'f OR
REIMBURSEMENT INSTRUCTIONS WITHOUT DELAY OR PROTEST, IN IMMEDIATELY AVAILABLE FUNDS, IN
THE CURRENCY OF THIS CREDIT, FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY TAXES,
DUTIES, FEES, LIENS, SET-OFFS, OR OTHER DEDUCTION OF ANY TYPE OR KIND WHATSOEVER AND
REGARDLESS OF ANY PROTEST OR OBJECTION BY APPLICANT OR ANY OTHER PERSON OR ENTITY.
NEGOTIATING BANK'S DISCOUNT AND/OR INTEREST, IF ANY, IS FOR THE ACCOUNT OF THE BENEFICIARY.
THIS LETTER OF CREDIT IS TRANSFERABLE WITHOUT THE PAYMENT OF ANY TRANSFER OR ASSIGNMENT
FEE BY BENEFICIARY.
UNLESS RENEWED, THIS LETTER OF CREDIT WILL EXPIRE ON THE ABOVE MENTIONED EXPIRY DATE IN
THE COUNTRY OF THE BENEFICIARY AFTER WHICH DATE OUR LIABILITY HEREUNDER WILL CEASE AND
WILL BE OF NO FURTHER EFFECT. ALL BANK CHARGES AND FEES ARE FOR THE ACCOUNT OF THE
APPLICANT UNLESS OTHERWISE STIPULATED HEREIN.
EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE PUBLICATION NO. 600, WHICH SHALL IN ALL RESPECTS BE DEEMED A PART HEREOF AS
FULLY AS IF INCORPORATED HEREIN EXCEPT AS MODIFIED HEREBY.
APPENDIX "2"
FORM OF REPLY TO PRE-ADVICE
.fl.FTER PRE-ADVICE HAS BEEN SUCCESSFULLY RECEIVED VIA AUTHENTICATED SWIFT

MESSAGE AND AUTHENTICATED, THE FOLLOWING IS TO BE TRANSMITTED VIA SWIFT BY
ADVISING BANK TO ISSUING BANK:
AS ADVISING BANK FOR THE BENEFICIARY, TRANSAMERICA INVESTMENT GROUP, INC., BE

INFORMED THAT WE ARE IN RECEIPT OF YOUR PRE-ADVICE MESSAGE DATED [ DD/M.M/YYYY]
FOR THE ISSUANCE OF A CERTAIN LETTER OF CREDIT IN THE AMOUNT OF ONE HUNDRED
MILLION EUROS (€100,000,000) AND WE HAVE SO INFORMED THE NAMED BENEFICIARY. AS
PER YOUR PRE-ADVICE WE UNDERSTAND THIS LETTER OF CREDIT WILL BE ISSUED AND
TRANSMITTED BY YOU TO US VIA AUTHENTICATED SWIFT ON OR BEFORE [ DDjMM/YYYY ].
WE ARE PREPARED TO REMIT PAYMENTS AS PER THE BENEFICIARY'S INSTRUCTION WITHIN
TEN (10) BUSINESS DAYS AFTER SATISFACTORY VERIFICATION, AUTHENTICATION,
VALIDATION, CONFIRMATION, AND ADVISEMENT OF THE ACTUAL LETTER OF CREDIT HAS
OCCURRED. IN THE EVENT THE LETTER OF CREDIT IS NOT RECEIVED AS DETAILED IN YOUR
PRE-ADVICE OR IT CANNOT BE SUCCESSFULLY VERIFIED, AUTHENTICATED, VALIDATED, AND
CONFIRMED OUR UNDERTAKING SHALL TERMINATE WITHOUT FURTHER NOTIFICATION.
Initials: \--'---,.~-p___,,_{1~~,----
EXHIBIT 6
1.
2.
3.
4.
1
5.
6.
7.
8.
9.
10.
11.
12.
2
13.
14.
15.
16.
17.
18.
3
19.
20.
21.
22.
23.
4
24.
25.
26.
5
6
026009593 (wire transfer)
1641 XXXX XXXX
BOFAUS3N
7
8
9
BANK NAME : AGRICULTURE BANK OF CHINA (XXXXXXXXX)
BANK ADDRESS : NO. 41 SHANCHENG ROAD, SUIFENHE CITY
HEILONGJIANG PROVINCE CHINA
ACCOUNT NAME : XXXXXXXXXXXXXXXXXXXXXXXXXXXXX AND
TRADE CO., LTD.
ACCOUNT NUMBER : 082 610 140 XXX XXXX
SWIFT CODE : ABOCCNBJ080
BANK OFFICER : XXXXXXXXX
BANK TELEPHONE : XXXXXXXXXXX
BANK OFFICER
EMAIL :
RECEIVING BANK
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
SWIFT CODE :
BANK OFFCIER :
BANK TELEPHONE :
BANK OFFICER
EMAIL :
AMOUNT : FIFTY MILLION DOLLARS AND 00/100
REFERENCE :
10
(XXXXXXXXXXXXX), WITHOUT PROTEST OR
NOTIFICATION WITH FULL BANK RESPONSIBILITY HERBY UNDERTAKE TO DELIVER
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
THE CASH BACKED STANDBY LETTER OF CREDIT IS IRREVOCABLE, UNCONDITIONAL,

RENEWABLE, TRANSFERABLE, ASSIGNABLE, NEGOTIABLE, DIVISABLE, CALLABLE, AND
THREE MONTHS AND ONE DAY FROM THE
DATE OF ISSUE.
WE FURTHER CONFIRM THAT THE FUNDS ARE FREE AND CLEAR OF ANY LIENS AND OR
EMCUBRANCES. THE FUNDS ARE GOOD, CLEAN AND CLEAR OF NON-CRIMINAL ORIGIN.
AUTHORISED OFFICER AUTHORISED OFFICER
11
DRAFT OF SWIFT MT760 STANDBY LETTER OF CREDIT
SENDING BANK
BANK NAME : AGRICULTURE BANK OF CHINA (XXXXXXXXXXXXX)
BANK ADDRESS : NO. 41 SHANCHENG ROAD, SUIFENHE CITY
HEILONGJIANG PROVINCE CHINA
ACCOUNT NAME : XXXXXXXXXXX XXXXXXXXX XXXXXXX XXXXXXXXX AND
TRADE CO., LTD.
ACCOUNT NUMBER : 082 610 140 XXX XXXX
SWIFT CODE : ABOCCNBJ080
BANK OFFICER : XXXXXXXXXXX
BANK TELEPHONE : XXXXXXXXXXX
BANK OFFICER
EMAIL :
RECEIVING BANK
BANK NAME :
BANK ADDRESS :
ACCOUNT NAME :
ACCOUNT NUMBER :
SWIFT CODE :
BANK OFFCIER :
BANK TELEPHONE :
BANK OFFICER
EMAIL :
AMOUNT : FIFTY MILLION UNITED STATES DOLLARS AND 00/100 (USD $50,000,000.00)
REFERENCE :
12
-------------------------------------------SWIFT MESSAGE TEXT------------------------------------------
TRANSACTION CODE:
WE, AGRICULTURE BANK OF CHINA (XXXXXXXXXXXXX) LOCATED AT NO. 41

SHANCHENG ROAD, SUIFENHE CITY, HEILONGJIANG PROVINCE, CHINA REPRESENTED BY THE
UNDERSIGNED OFFICERS, HERBY CONFIRM, WITH FULL BANK RESPONSIBILITY AND
LIABILITY ON BEHALF OF OUR ACCOUNT HOLDER XXXXXXXXXXXXXXXXXXXXXXXXX HAS
ON DEPOSIT AND AVAILABLE CASH FUNDS IN THE AMOUNT OF XXXXXXXXX UNITED STATES
DOLLARS (USD $XXXXXXXXXXX) IN ACCOUNT NUMBER 082 610 140 XXX XXXX AS OF THE
DATE OF THIS TRANSMISSION IN THE ABOVE REFERENCED ACCOUNT WITH US.
WE HEREBY CONFIRM THAT THESE FUNDS ARE RENEWABLE AND ARE UNRESTRICTED, FREE
OF ANY LIENS AND OR ENCUMBRANCES, CLEAN AND LEGALLY OBTAINED. WE ALSO
IRREVOCABLY CONFIRM THAT THESE CALLABLE AND FULLY CONFIRMED FUNDS
MAY SERVE AS COLLATERAL TO SECURE ANY LOAN, CREDIT LINE AND OR CREDIT
FACILITIES.
THIS TRANSMISSION OF BLOCKED CASH FUNDS ARE VERIFIABLE, AND CAN BE CONFIRMED
ON A BANK TO BANK BASIS. THE SAID BLOCK FUNDS ARE DIVISIBLE, TRANSFERABLE AND
ASSIGNABLE. THIS BANK INSTRUMENT IS SUBJECT TO THE UNIFORM CUSTOM AND PRACTICE
(1993 REVISION) UNDER INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION
NUMBER 500/600.
AUTHORISED OFFICER AUTHORISED OFFICER
TITLE, PIN CODE TITLE, PIN CODE
13
EXHIBIT 7
EXHIBIT 8
DocuSign Envelope ID: 5F1903B4-5552-4B36-BCD4-FC37B61B3E68
COMMITMENT FOR SECURED CREDIT FACILITY
TIG FILE NO.: 19-79838
DATE: 4 October 2019
ANTICIPATED CLOSING: Within sixty days, or fewer, assuming full and timely cooperation of the parties hereto as agreed
herein.
LENDER: TransAmerica Investment Group, Inc. (a Texas corporation), herein after “TIG”
BORROWER(S) / GUARANTOR(S): KELLY M. BARKER

BARKWORKS PRODUCTIONS, INC.
4573 Calle de Nubes
Las Cruces, NM 88012
TYPE: Senior Secured Debt
PURPOSE: Purchase, renovate, and retrofit real estate for new facility.
CURRENCY: United States Dollars (“$”, “Dollars”, and/or “USD”)
AMOUNT: Three Million Dollars ($3,000,000) maximum
INTEREST RATE / COUPON: Seven percent subject to humanitarian off-set credit which can reduce the annual percentage to zero.
DAY COUNT / BASIS: 30 / 360
PAYMENTS: Each Borrower/Guarantor shall assure timely remittance and delivery of all payments due hereunder
to Lender without protest or demand including all costs, fees, and payments of principal and interest
pursuant to the terms and conditions herein and within the transactional documents. There shall be
no payments scheduled during Months 1-24; however, Borrower may elect to make payments during
this time. Monthly payments of principal and accrued interest shall commence after twenty four (24)
months and continue until Maturity based on a twenty (20) year amortization.
AMORTIZATION: Twenty (20) years.
EARLY PRINCIPAL PAYMENTS: Early payments of principal are allowed at any time without the payment of any pre-payment
penalty, amount, or fee.
COLLATERAL: An insured first priority mortgage lien on the Property identified on EXHIBIT “A” hereto which is
estimated to have a current fair market value of at least Five Hundred Thousand Dollars ($500,000)
with a preliminary budget for renovations equaling some Two Million Five Hundred Thousand
Dollars ($2,500,000). First priority lien on all personal property assets and improvements upon the
Property along with assignment of contracts, leases, rents, and accounts as applicable.
LOAN-TO-VALUE RATIO: Eighty percent (80%) maximum.
PAYMENT GUARANTEES: Each Borrower and Guarantor shall be jointly and severally responsible as a primary obligation for
timely payment and performance in strict accordance with the transactional documents for this
Facility.
DOWN PAYMENT DEPOSIT: Three Hundred Thousand Dollars ($300,000) within five days of execution hereof.
FACILITY FEE: 2.00% multiplied by the Amount due and payable upon initial draw down of loan proceeds.
ASSURANCES: Each Borrower and Guarantor expressly warrants and represents itself to be a solvent and credit-
worthy person/entity duly formed and validly existing in compliance with all organization
documents, legal, and tax requirements possessing sufficient current net income and assets to fulfill
its obligations hereunder in the normal and ordinary course of business and not subject to any
current civil or criminal litigation except as previously disclosed. Each further expressly warrants
and represents proceeds from this commercial business transaction will be utilized for lawful
commercial business purposes only and shall not be utilized for personal or household purposes and
further assumes responsibility for all costs and expenses of the transaction contemplated hereby.
Each Borrower and Guarantor further expressly warrants and represents to TIG that each document
- Page 1 of 4 –
Initials: ______________________________
COMMITMENT FOR SECURED CREDIT FACILITY - c o nt in u e d
TIG File No. 19-79838
Page 2 of 4
and all information previously provided or to be provided to TIG is complete, accurate, and not
misleading in presentation and each agrees to immediately notify TIG, within five (5) business days
or fewer, of any material change or previous omission recognizing that failure to do so shall be a
material event of default. Each Borrower and Guarantor further agrees to provide full cooperation
with TIG by timely responding within three (3) business days, o r f e w e r , by providing any and all
documents or information requested in connection with this transaction relating to and including but
not limited to all involved persons, entities, and/or collateral such documents and information being
sought in compliance with applicable rules, regulations, laws, confirming due diligence, and other
such requirements including, but not limited to the USA Patriot Act (“Patriot Act”), Know Your
Customer (“KYC”), Customer Identification Program (“CIP”), and Anti-Money Laundering (“AML”)
requirements for financial institutions. Each specifically authorizes TIG, its counsel, and advisors to
make any and all credit or other inquiries deemed reasonable and necessary in order to verify any
and all documents or information provided in connection with this transaction. TIG’s liability
hereunder is strictly limited to amounts paid to TIG by and received from Borrower. No Borrower or
Guarantor has ever filed or contemplated bankruptcy or been convicted of a serious crime or felony
in the preceding ten years. The parties hereto further mutually acknowledge and expressly agree that
should any Borrower or Guarantor fail to timely perform as required hereunder it would be difficult
to determine actual damages which the parties hereto recognize and agree would be significant.
Based on what the parties presently know, the parties hereto specifically acknowledge and expressly
agree that the terms of termination as a result of Borrower or Guarantor default and/or non-
performance as detailed herein are considered fair and reasonable and not an unjust penalty.
ADDITIONAL CONDITIONS: This Facility is conditioned upon confirming due diligence and standard underwriting of the parties
and Property and receipt of all necessary federal, state, and local permits, licenses, and approvals.
Any outstanding taxes, liens, or other claims on the Property shall be satisfied at or before closing of
this Facility.
COMPLIANCE: Each Borrower and Guarantor expressly warrants and represents to TIG that no Borrower or
Guarantor nor any person or entity participating on their behalf in the transaction contemplated
herein is subject to restriction, sanction, block, or embargo by the United States Government (“USG”),
the US Department of Treasury (“UST”), or the UST’s Office of Foreign Assets Control (“OFAC”).
Each further expressly warrant and represent to TIG that neither they nor any person or entity
participating with or on their behalf in the transaction contemplated herein is a Specially Designated
Person or National nor owned or controlled by a Specially Designated Person or National, and no
part of the transaction contemplated herein could, in any manner, be interpreted to be a “ p r o h i b i t e d
t r a n s a c t i o n ” by the USG, UST, or OFAC.
EVENT OF DEFAULT: If an event of default occurs and is continuing under this Agreement, TIG its successors or assigns
may in its sole discretion declare all amounts due and payable immediately. In the case of an event
of default arising from certain events of bankruptcy or insolvency, all outstanding amounts shall
become due and payable immediately without further action or notice. Each Borrower and each
Guarantor shall assure that each and every payment due hereunder is promptly and timely remitted
to TIG in immediately available funds without protest or delay according the TIG Remittance
Instructions. Client agrees that any payment shall be considered past due if such payment is not
received in hand by TIG on or before the due date and shall be considered a material event of default
hereunder. All past due amounts shall incur a one-time late charge equal to two percent (2.00%)
multiplied by the past due amount. All past due amounts shall also be subject to interest at on a daily
basis charged at the default interest rate equivalent to one and one half percent (1.50%) per month or
the highest lawful rate, whichever is lesser, until fully paid. Payments shall be applied first to non-
principal amounts due. In the event any Borrower or Guarantor is in material default or breach of its’
obligations hereunder for a period of seven (7) days or more under this Agreement or any other
agreement with TIG, then TIG’s obligations hereunder shall be suspended and TIG may, in its sole
discretion, elect to terminate this Agreement if Borrower’s default remains uncured. In such a
termination event as a result of Borrower’s uncured default in payment and/or performance, each
Borrower and Guarantor agrees to pay TIG without protest or demand a reasonable default, break-
up, and termination fee in an amount equal to the deposit.
GOVERNING LAW: This Agreement shall be interpreted, construed and enforced in accordance with, and the validity and
performance hereof shall be governed exclusively by the laws of the State of Texas without regard to
the conflict of law rules.
Initials: ______________________________
Page 3 of 4
JURISDICTION: This Agreement shall be deemed to have been made in Houston, Texas and shall be interpreted,
construed and enforced in accordance with, and the validity and performance hereof shall be
governed exclusively by the laws of the State of Texas and an effective waiver shall be provided in
advance to TIG specifically and expressly waiving any right or claim or potential right or claim of
sovereign immunity or any other similar defense regarding any dispute, breach, default, or other
action that may arise in connection with or as a result of this Agreement, all subsequent transactional
documents, and/or any guarantee thereof as contemplated hereby. Any controversy or claim arising
out of or relating to this Agreement, or the breach thereof, shall be exclusively settled by individual
binding arbitration administered by the American Arbitration Association in accordance with its’
Commercial Arbitration Rules and each party hereby consents to any such disputes being so heard
and resolved in Houston, Texas in the English language. The prevailing party shall have the right
and is entitled to collect from the other party its reasonable costs and necessary disbursements and
attorneys’ fees incurred in enforcing this Agreement. Judgment on the award in any such arbitration
shall be final and binding on the parties and may be entered and enforced in any court having
jurisdiction. Any claim or controversy with regard to this Agreement must be submitted to
individual binding arbitration, as described in this paragraph, within one year of the date of this
Agreement and the parties hereto specifically agree that any claim made in connection with this
Agreement a f t e r one year of the date of this Agreement shall be expressly barred, void, and have no
legal force or effect. For the avoidance of doubt, this agreement for arbitration does not prohibit the
parties hereto from exercising any lawful rights or using other available remedies to preserve,
foreclose, or obtain possession of real or personal property; exercise self-help remedies, including
setoff and repossession rights; or obtain provisional or ancillary remedies such as injunctive relief,
attachment, garnishment, or the appointment of a receiver by a court of competent jurisdiction. This
Commitment expires sixty days after execution, but may be extended by mutual written agreement.
AGENTS / BROKERS: Each Borrower and Guarantor identified herein shall be solely and exclusively responsible for
compensating any individual, company, group, association, broker, agent, consultant, arranger,
finder, or entity of any type or kind to whom or which any payment or other compensation of any
type or kind is expected as a result of or in connection with this transaction. As a result of this
Agreement and the transaction contemplated hereby, the parties hereto acknowledge and agree that
TIG has no third-party payment obligations to any person or entity. The undersigned, acting on
behalf of each Borrower and Guarantor hereby agree to indemnify and hold TIG harmless without
limitation for any claim made at any time by any individual, company, group, association, broker,
agent, consultant, arranger, finder, or entity of any type or kind seeking payment or other
compensation as a result of this Agreement or the transaction contemplated thereby.
CONFIDENTIALITY: The terms and conditions set forth herein are deemed confidential by the parties hereto and any all
information exchanged shall likewise be treated in a confidential manner. No party shall act, directly
or indirectly, on confidential information received as a result of this transaction in any manner to the
detriment or circumvention of the other. No press release or other announcement regarding this
transaction shall be made without prior written permission of all parties hereto. Failure to comply
with this provision or breach of any warranty, representation, or assurance herein shall be a material
event of default and non-compliance hereunder.
AUTHORIZATION: Each of the undersigned: (i) has read and understands this Agreement; (ii) has executed this
Agreement voluntarily as a free act and deed in the capacity and for the purposes stated herein; and,
(iii) is at least twenty-one (21) years of age, fully competent, and possesses all power, authority, and
capacity to enter into, execute, and deliver this Agreement. This Agreement has been negotiated by
the parties, each of which has had access to counsel, and shall be construed and interpreted fairly in
accordance with its terms and without any strict construction in favor of or against any party.
SEVERABILITY: If any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid,
void, or unenforceable the remainder of this Agreement shall remain valid and enforceable according
to its terms and conditions.
DELAY NOT A WAIVER: Time is of the essence and each date and deadline as detailed and mutually agreed herein is
considered critical, material, significant, and important by the parties hereto; however, any delay in
the enforcement of any provision herein shall not be construed as a waiver, amendment, or
agreement of any type or kind.
CONTINUITY: This Agreement is binding upon the parties and the parties’ heirs, successors, and/or assigns, and
will inure to their respective benefit and may not be altered, amended, or modified except in writing
duly executed by all parties hereto.
Initials: ______________________________
Page 4 of 4
THIS DOCUMENT AND THE EXHIBITS ATTACHED HERETO CONSTITUTE THE ENTIRE AGREEMENT
BETWEEN THE CONTRACTING PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF (the
“Agreement”). ALL PRIOR AGREEMENTS, DISCUSSIONS, REPRESENTATIONS, WARRANTIES, AND
COVENANTS ARE MERGED HEREIN. THERE ARE NO WARRANTIES, REPRESENTATIONS,
COVENANTS, OR AGREEMENTS, EXPRESS OR IMPLIED, BETWEEN THE PARTIES EXCEPT THOSE
EXPRESSLY SET FORTH IN THE CONTRACT. THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE DETERMINED SOLELY FROM THIS FINAL WRITTEN CONTRACTUAL
AGREEMENT.
IN WITNE S S WHE RE OF, the parties hereto have duly executed this final agreement effective as of
the __________ day of October 2019:
Executed individually and as authorized officer of

BARKWORKS PRODUCTIONS, INC.
By: ________________________________________________ email: redbird_global@yahoo.com

KELLY M. BARKE R, PRESI DE NT & SOLE DI RECTO R address: 4573 Calle de Nubes
Las Cruses, NM 88012
TRANSAMERICA INVESTMENT GROUP, INC. (“TIG”)
By: __________________________________________________
J O H N B. B E R R Y , P R E S I D E N T

Weinstock Vs Kelly Barker Complaint

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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF TEXAS

PLAINTIFF’S ORIGINAL COMPLAINT

TO THE HONORABLE COURT:

Plaintiffs Catherine Weinstock and Marion Weinstock (collectively, “Plaintiffs”), by its

Brown, and Nick Piccirilli (collectively, “Defendants”), and alleges as follows:

Petitioners’ Original Complaint Page 1 of 48

Period, Defendants promised attractive returns totaling approximately $7 million. To date,

Defendants have not paid Plaintiffs anything.

3. Plaintiff Catherine Weinstock is an individual residing in New York, New York.

4. Plaintiff Marion Weinstock is an individual residing in New York, New York.

5. Defendant, TransAmerica Investment Group, Inc. d/b/a Beyond Constellation USA

Petitioners’ Original Complaint Page 2 of 48

Drive, Suite 100, in Austin, Texas, 78731.

8. Defendant, Exbury Investments, LLC (“Exbury”), is a Texas limited liability

managing member of Exbury, and a manager of TIG LLP.

Las Cruces, New Mexico, 88012, or wherever she may be found.

Petitioners’ Original Complaint Page 3 of 48

in Las Cruces, New Mexico, 88012.

12. Defendant, Barkworks Productions, Inc. (“Barkworks”), is a New Mexico

Cruces, New Mexico, 88012.

13. Defendant, Metromagnet Companies, LLC (“MMC”), is a Michigan limited

be served with process at 45445 Mound Road, Shelby, Michigan, 48317.

Denver, Colorado, 80237, or wherever he may be found.

Michigan, 48094, or wherever he may be found.

JURISDICTION AND VENUE

Petitioners’ Original Complaint Page 4 of 48

from a common nucleus of operative facts.

conducts business in this judicial district.

Petitioners’ Original Complaint Page 5 of 48

Petitioners’ Original Complaint Page 6 of 48

Petitioners’ Original Complaint Page 7 of 48

belonging to, entities in Texas.

are subject to the personal jurisdiction of this Court.

I. Marion Weinstock is Solicited to Enter Into the 2014 Agreement.

Weinstock—Catherine’s mother—was 79 years old.

TransAmerica had strong relationships with banks.

Petitioners’ Original Complaint Page 8 of 48

based on her former and current role with GFH.

individually, and also guaranteed separately by TransAmerica: “Guarantees: Personal and

attached hereto, and incorporated herein by reference, as Exhibit 1.

payment of an attractive return on investment.

Petitioners’ Original Complaint Page 9 of 48

TransAmerica’s account at a Texas bank.

Petitioners’ Original Complaint Page 10 of 48

Petitioners’ Original Complaint Page 11 of 48

loan, but made no attempt to repay the amount owed.

III. Defendants Promise a $1.5 Million Return in Exchange for a $35,000

2014 Agreement and repay the Personal Loans.

Petitioners’ Original Complaint Page 12 of 48

Mr. Berry to Catherine.

to the Plaintiffs. Id.

TransAmerica alleged herein, among others, Catherine remitted payment of $35,000 to

TransAmerica on April 22, 2015.

Petitioners’ Original Complaint Page 13 of 48