Daily Freeman, At a term of the Supreme Court held in and for the County of Ulster, State of New York, held at 285 Wall Street, Kingston, New York on the 7 day of June, 2015. PRESENT: HONORABLE Justice of the Supreme Court SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF ULSTER ------------------------------ In the Matter of the Application of MICHAEL GOUDREAU, Petitioner For the Judicial Dissolution of M and M of Hyde Park, Inc. - against - MARSHALL ROLPH, Respondent. ------------------------------- ORDER TO SHOW CAUSE Index No. 15-2012 Upon the attached Petition of MICHAEL GOUDREAU, a shareholder of M and M of Hyde Park, Inc., verified the 21st day of June, 2015, for a preliminary injunction, and the exhibits attached thereto, and all the pleadings and proceedings previously had and it appearing that MICHAEL GOUDREAU, residing at 44 Reservoir Road, Highland, New York, and that this matter is one of those specified in Business Corporation Law §1104 in that respondent is a shareholder of the corporation owning more than twenty percent (20%) of all of the issued and outstanding shares and petitioner is entitled to vote for directors of the corporation and because Marshall Rolph, who is in control of the corporation, has been guilty of illegal, fraudulent, and oppressive actions toward petitioner, and because the corporation’s property is being looted, wasted and diverted for non-corporate purposes by Mr. Rolph, and it further appearing to this court that a temporary restraining order, preliminary to a hearing upon the motion for a preliminary injunction should issue, LET Marshall Rolph, the State Tax Commission, and all other persons interested in the corporation, show cause before this court the respondent show cause before this Court at a Special Term thereof, to be held at the Supreme Court, 285 Wall Street, Kingston, County of Ulster, New York on the 17th day of August, 2015, at 9:00 A.M. in the forenoon of that day or as soon thereafter as counsel can be heard why an order should not be entered (1) dissolving the corporation pursuant to the rules of practice of this court, and (2) pending the entry of a final judgment herein, an order should not be made and entered enjoining and restraining (a) all persons interested in the corporation from expending or disbursing any corporate funds or property in favor of or to any shareholder, officer or director of the corporation or in favor of or to any attorney at law, and (b) encumbering, pledging or mortgaging any property of the corporation, and for such other and further relief as the court may deem proper. IT IS HEREBY ORDERED, that in accordance with Business Corporation Law §1104-a(c), the directors or others in control of the corporation shall make available for inspection and copying by Petitioner, under reasonable working conditions, the corporate books and records for the past three preceding years within thirty (30) days of the filing of the Petition. Pending the hearing and determination of the motion for a preliminary injunction; it is hereby ORDERED, that (a) all persons interested in the corporation are enjoined and restrained from expending or disbursing any corporate funds or property in favor of any shareholder, officer, or director of the corporation or in favor or to any attorney at law and (b) the corporation is enjoined and restrained from mortgaging or otherwise encumbering any real property it owns. A copy of this order shall be published at least once a week in each of the three (3) weeks immediately preceding the time fixed herein for the hearing thereon in the Daily Freeman newspaper in general circulation in Ulster County, New York and a copy of this order be served personally upon the State Tax Commission, the corporation and upon Marshall Rolph at least ten (10) days before the hearing date. Dated: July 8, 2015 Kingston, New York E N T E R: Honorable JAMES P. GILPATRIC Justice of the Supreme Court PERSONAL APPEARANCES ARE NOT REQUIRED ON THE RETURN DATE. ALL ORIGINAL PAPERS MUST BE FILED IN THE COURT CLERK’S OFFICE
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