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UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

MAKHTESHIM AGAN OF NORTH 

AMERICA, INC., d/b/a ADAMA, a Delaware 

corporation; and ALLIGARE, LLC, a Delaware 

limited liability company,

Plaintiffs,

v.

JEFFREY W. WELSH, an Alabama resident; 

HAYLEY H. WELSH, an Alabama resident; 

WELSH HOLDINGS, INC., an Alabama 

corporation; FERROSAFE, LLC, a limited 

liability company; FERROSAFE HOLDINGS, 

LLC, a limited liability company; FERROVIA 

SERVICES, LLC, a Delaware limited liability 

company; RUMBLE SPRAY, INC., a 

Washington corporation; MARK R. GARDNER, 

an Alabama resident; WILLIAM ALLEN 

BLYTHE, an Alabama resident; ROBERT B. 

“BO” HARWELL, a Mississippi resident; 

MATTHEW D. ZOOST, a Nevada resident; and 

RYAN CAMMACK, an Alabama Resident,

Defendants.

Case No. 

COMPLAINT

JURY TRIAL DEMANDED

I. INTRODUCTION

1. After Plaintiff Makhteshim Agan of North America, Inc., d/b/a ADAMA 

(“ADAMA”) took a controlling stake in Plaintiff Alligare LLC (“Alligare”), Alligare’s founder, 

Defendant Jeff Welsh, conspired with a group of loyal Alligare employees to create a separate 

business operating in the same industry as Alligare and ADAMA. That separate business is 

comprised of Defendants Ferrovia Services LLC, Ferrosafe Holdings LLC, Ferrosafe LLC, and 

Rumble Spray Inc. (the “Ferrovia/Ferrosafe Entities”)—a group of entities with close financial ties 

to Welsh and his associates (the “Individual Defendants”). Through the Ferrovia/Ferrosafe 

Entities, the Individual Defendants conducted business with Alligare while hiding their divided 

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loyalties and guiding valuable business assets to the Ferrovia/Ferrosafe Entities to enrich 

themselves at Plaintiffs’ expense. 

2. ADAMA is the American subsidiary of an Israeli company. ADAMA manufactures 

and sells agrochemical crop-protection and non-crop protection products throughout North 

America. In 2006, ADAMA invested in Alligare. Welsh, Alligare’s founder, and his wife, 

Defendant Hayley Welsh, co-owned Alligare through Defendant Welsh Holdings, Inc. (“WHI”). 

3. Alligare is an Alabama-based company that buys agrochemical products and sells 

them through distribution partners and at retail. The partnership between Alligare and ADAMA 

started successfully: Alligare sold and distributed ADAMA’s products and generated profits for 

ADAMA and the Welshes. However, as ADAMA invested more and became Alligare’s majority 

owner, Welsh bristled at having to answer to Alligare’s new management.

4. Welsh and Defendants Bo Harwell—his brother-in-law and Alligare’s former 

counsel—and Mark Gardner devised a scheme to enrich themselves at Plaintiffs’ expense. With 

the other Individual Defendants’ help, the trio created, financed, and managed the 

Ferrovia/Ferrosafe Entities. Welsh and “his people” at Alligare, became directors, officers, 

employees, or owners of the Ferrovia/Ferrosafe Entities—even while outwardly serving Alligare. 

In fact, Gardner served as CFO for both Alligare and the Ferrovia/Ferrosafe Entities for during a 

four-year period.

5. Welsh and his team steered Alligare’s business in the Ferrovia/Ferrosafe Entities’ 

favor: They made contracts between Alligare, Ferrovia, and Ferrosafe that favored the 

Ferrovia/Ferrosafe Entities, and they conspired to have Alligare assign Ferrovia lucrative business 

assets related to the railway industry. Some rank-and-file Alligare employees knew about 

Defendants’ misconduct. Welsh, however, had an explosive temper and a confrontational 

interpersonal style that created a climate where fearful low-level employees stayed silent to avoid 

provoking reprisals.

6. In 2019, tensions with Welsh finally boiled over and ADAMA bought out WHI’s 

remaining interest in Alligare for $5.3 million to become Alligare’s sole owner. Before the buyout, 

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however, Welsh and Gardner caused Ferrovia to order from Alligare far more products than 

Ferrovia actually needed or expected to continue ordering. This increased the revenue figure used 

to calculate WHI’s buyout price. After the buyout occurred, Ferrovia returned a significant portion 

of products it had purchased and sharply reduced its purchasing volume such that Alligare’s 

revenue in the year before Welsh’s departure was not a fair indicator of what Welsh knew to be 

Alligare’s expected future performance. 

7. Simply put, Welsh and Gardner falsely inflated WHI’s buyout price by using 

Ferrovia—an entity in which they secretly had pecuniary interests—to load Ferrovia’s purchases 

at an unsustainable level to make them count toward WHI’s buyout price. Moreover, the Welshes 

never revealed to ADAMA, when it bought WHI out, that Jeff Welsh had close financial ties to 

the Ferrovia/Ferrosafe Entities. Nor did Harwell—who represented WHI in the buyout 

transaction—disclose his own relationship with those entities.

8. Throughout, Welsh often bragged that he did not care if ADAMA or Alligare 

discovered his misdeeds, stating something to the effect of “[n]o way those Jews will win anything 

in Lee, County Alabama. Bring it on.”1

9. Defendants have committed federal securities fraud, violations of the Defend Trade 

Secrets Act, and numerous state law torts and contractual breaches. Because of their conduct, 

Alligare and ADAMA have suffered millions in damages. 

II. THE PARTIES

10. Plaintiff ADAMA is a Delaware corporation with its main offices in Raleigh, North 

Carolina, and Aventura, Florida. ADAMA’s senior management team in the United States is 

comprised of residents of Miami-Dade County, Florida. Additionally, ADAMA has a mailing 

address and physical offices in Aventura, Florida.

 1 Undersigned counsel do not subscribe to this stereotype of Alabama’s justice system that Welsh 

apparently subscribes to. 

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11. Plaintiff Alligare is a Delaware limited liability company with its main office in 

Alabama. Alligare’s board members reside in Miami-Dade County, Florida.

12. Defendant Welsh is an Alabama resident. He is Mrs. Welsh’s spouse, and he 

controls or is part of a group that controls the Ferrovia/Ferrosafe Entities as a director, equity 

owner, or officer.

13. Defendant Hayley H. Welsh is an Alabama resident. Mr. Welsh is her spouse, and 

Harwell is her brother.

14. Defendant WHI (together with Mr. and Mrs. Welsh, the “Welshes”) is an Alabama 

corporation with its main office in Alabama. Mr. and Mrs. Welsh are co-owners and directors of 

WHI.

15. Defendant Ferrovia is a Delaware LLC with its main office in Alabama.

16. Defendant Ferrosafe Holdings is an Arizona LLC with its main office in 

Washington State.

17. Defendant Ferrosafe is an Arizona LLC with main offices in Washington State and 

Arizona. On information and belief, Ferrosafe also includes a since-dissolved Mississippi LLC 

that was its predecessor entity and that also used the name “FS Holdings.” 

18. Defendant Rumble Spray Inc. (“RSI”) is a Washington State corporation with its 

main office in Washington. 

19. Defendant Harwell is an attorney licensed in Mississippi, where he resides. He is 

Mrs. Welsh’s brother and Mr. Welsh’s brother in law. 

20. Defendant Gardner is an Alabama resident.

21. Defendant W. Allen Blythe is an Alabama resident.

22. Defendant Matthew Zoost is a Nevada resident.

23. Defendant Ryan Cammack is a South Dakota resident.

//

//

//

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III. JURISDICTION AND VENUE

24. This Court has subject matter jurisdiction under 28 U.S.C. § 1331 because Plaintiffs 

assert causes of action arising under the laws of the United States.

25. The Court has supplemental subject matter jurisdiction over the parties’ state law 

claims under 28 U.S.C. § 1367(a). 

26. The Court has personal jurisdiction over Welsh, Gardner, Harwell, WHI, and the 

Ferrovia/Ferrosafe Entities because ADAMA’s and Alligare’s claims arise out of those 

Defendants’ contacts with Florida. For example, and without limitation:

a. Welsh traveled to, and caused his subordinates to travel to, Florida;

b. Gardner traveled to Florida;

c. Jeff Welsh, Gardner, and Harwell also, directly or through intermediaries, 

sent and received emails to and from; had phone calls with; and sent and received drafts of 

documents to and from, people located in Florida and in this district, or people they knew would 

transmit those communications to people located in Florida and in this district.

d. They acts described in ¶¶ 26.a–c occurred while (i) negotiating, drafting, 

executing, and performing ADAMA’s purchases of equity in Alligare and agreements providing 

for the same; (ii) seeking review, comment, and approval from representatives of Alligare and 

ADAMA located in Florida of agreements to which Alligare is or was a party (as detailed below); 

and (iii) when communicating with representatives of Alligare and ADAMA located in Florida.

e. The documents mentioned in ¶¶ 26.c–d include various versions of: (i) 

agreements and related documentation related to ADAMA’s equity purchase in Alligare; (ii); 

contracts between Alligare and its customers, including without limitation the Ferrovia/Ferrosafe 

Entities; (iii) contracts between Alligare and its executive level employees; and (iv) corporate 

governance materials such as board resolutions, written consents, and meeting minutes relating to 

the items in (i), (ii), and (iii). 

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f. Welsh, Gardner, and Harwell did this in their capacities not only as officers 

of (and in Harwell’s case counsel for) Alligare, but also in their capacities as agents of the 

Ferrovia/Ferrosafe Entities (and in Welsh’s case, an agent of WHI). 

g. In and during these communications and travels, Welsh, Gardner, Harwell, 

WHI, and the Ferrovia/Ferrosafe Entities made the misleading statements described in this 

complaint. 

h. Representatives of Alligare and ADAMA, including Martin Blank, Shaul 

Friedland, and others located in Florida received these communications (as described in greater 

detail below), reviewed them, responded to them, and relied on them being complete and accurate 

while in Florida. 

27. In addition to Welsh, Gardner, Harwell, WHI, and the Ferrovia/Ferrosafe Entities, 

the Court has personal jurisdiction over the other Defendants because, on information and belief, 

they conspired in, approved of or acquiesced in, and participated in the acts described in ¶ 26. 

These Defendants also actively concealed from and failed to disclose to (in spite of duties to the 

contrary) representatives of Alligare and ADAMA located in Florida these Defendants’ 

involvement in the wrongful conduct described above and described below in greater detail.

28. In addition, because of the events described in ¶¶ 26–27, the Court also has pendent 

personal jurisdiction over all Defendants under the doctrine articulated in Sierra Equity Grp., Inc., 

v. White Oak Equity Partners, LLC, 650 F. Supp. 2d 1213 (S.D. Fla. 2009) (citing Action 

Embroidery Corp. v. Atlantic Embroidery, Inc., 368 F.3d 1174, 1181 (9th Cir. 2004); ESAB Grp. 

v. Centricut, Inc., 126 F.3d 617, 628 (4th Cir. 1997); IUE AFL–CIO Pension Fund v. Herrmann, 

9 F.3d 1049, 1056 (2d Cir.1993)); 4A Charles Alan Wright & Arther R. Miller, FED. PRAC. &

PROC. § 1069.7, n.31 (4th ed. 2020); and because Section 27 of the Securities Exchange Act of 

1934 (15 U.S.C. § 78aa) authorizes nationwide personal jurisdiction and service of process. 

29. Venue is proper in this district under Section 27 of the Securities Exchange Act of 

1934 (15 U.S.C. § 78aa) and 28 U.S.C. § 1391(b)(2), or in the alternative, § 1391(b)(3).

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30. All conditions precedent to bringing this action have occurred, have been 

performed, or have been waived.

IV. FACTUAL ALLEGATIONS

A. ADAMA, a crop protection company, acquires 30% of Alligare in an effort to 

expand the market for ADAMA’s products.

31. ADAMA is the U.S. subsidiary of the Israeli company Adama Agricultural 

Solutions Ltd. ADAMA manufactures pesticides, herbicides, insecticides, and fungicides and sells 

them to wholesalers. 

32. Those wholesalers, in turn, sell to retail customers, many of whom are “pesticide 

applicators.” Applicators use these products to protect crops or control vegetation for themselves 

or for clients in various industries. 

33. ADAMA operates with great care for its impact on the environment and the people 

and animals who rely on it. To that end, ADAMA actively engages in environmental stewardship 

and adheres to governing federal and state regulatory regimes.

1. ADAMA acquires a stake in Alligare with an option to buy it outright, and 

Welsh receives an option to force such a buyout.

34. Defendant Jeff Welsh founded Alligare in 2002. Alligare is a wholesaler that buys 

chemical products from manufactures and distributes them under its private label to applicators 

for in the industrial, forestry, livestock, aquatic, and transportation sectors, as well as end users 

that apply these chemicals for their own accounts. Prior to 2006, ADAMA’s business focused 

mainly on the agricultural sector. It thus saw Alligare’s diverse industry portfolio as a way to grow 

ADAMA’s retail market.

35. In March 2006, ADAMA, Alligare, Welsh, WHI, and Welsh’s former business 

partner (not a party to this case), contracted for ADAMA to acquire 30% equity in Alligare. The 

2006 acquisition agreement gave ADAMA a “First Option” to acquire up to 70% of Alligare and 

a “Second Option” to acquire all of it. Critically, this agreement also gave Welsh a “Put Option” 

to force ADAMA to buy all of WHI’s equity interest in Alligare under certain circumstances.

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36. The firm Brunini, Grantham, Grower & Hughes PLLC represented Welsh, WHI, 

and Alligare in this transaction. Jeff Welsh’s brother-in-law, Defendant Bo Harwell, worked for 

Brunini as an associate the time and, on information and belief, assisted in representing Welsh, 

WHI, and Alligare in the 2006 transaction. 

37. Following this transaction, ADAMA appointed a person to Alligare’s board of 

managers, who served as a director alongside Welsh and his non-party former partner. 

38. Bo Harwell continued advising Alligare as its primary outside counsel.

2. Tensions grow between Welsh and his business partners as ADAMA takes a 

more active ownership and management role in Alligare.

39. Initially, business proceeded without incident; Welsh ran Alligare with relatively 

little oversight. Alligare generated cash profits, portions of which were distributed to Alligare’s 

members.

40. In 2008, ADAMA exercised its First Option and increased its ownership stake in 

Alligare from 30% to 70%. In or around January 2010, Alligare’s other founder exited, and 

ADAMA bought another 10%, bringing its total ownership of Alligare to 80%. This allowed 

ADAMA to appoint additional board members. Welsh now sat on the board alongside Shaul 

Friedland, Amir Ellenbogen, and Martin Blank of ADAMA. Messrs. Friedland and Blank both 

reside in Florida. 

41. In 2012, Welsh and Alligare entered an Employment and Noncompetition 

Agreement (“Employment Contract”) codifying the terms of Welsh’s employment as President of 

Alligare

ADAMA

WHI

Jeff Welsh Hayley Welsh

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Alligare and requiring him, among other things, not to compete with Alligare or solicit its clients 

or employees. The Employment Contract required Welsh to “report directly to” Alligare’s board, 

whose other members reside in Florida and/or abroad. 

42. Although Harwell was Alligare’s outside general counsel, he represented Welsh 

personally in negotiating the Employment Contract—even though this meant he represented two 

clients on opposite sides of the same transaction, in violation of his professional ethical duties. As 

an attorney, Harwell had a free-standing legal duty to refrain from undertaking this representation 

absent a written waiver signed with the informed consent of both Welsh and Alligare. 

43. Before ADAMA became Alligare’s majority owner, Welsh ran Alligare at his 

whim, demanding unquestioning loyalty from his workers. Alligare’s governance practices—

board meetings, votes, etc.—were haphazard. Welsh did not maintain organized records, or answer 

to anyone, and was not used to people challenging his ideas or business plans. 

44. Perhaps unsurprisingly, Welsh thus rejected the efforts of Alligare’s new Floridabased board to instill better governance and oversight practices. Similarly, Welsh berated people 

who challenged or him or who tried to question his decisions. This created a climate of fear for 

many employees, who were unable to question Welsh and unwilling to report his misconduct for

fear of how Welsh would respond. This may have worked when Welsh ran Alligare for himself. 

Now, however, he was supposed to be part of a shared enterprise and accountable to others. Yet 

he failed to adjust his behavior to this new governance structure. 

45. Ultimately, Welsh came to resent the board members he reported to, even as his 

subordinates were too concerned to inform the board about Welsh’s flawed management style. On 

information and belief, Welsh found this new reality particularly frustrating because he felt he was 

answering to a group of outsiders that had taken over his company.

46. Plaintiffs are informed and believe that Welsh, Mark Gardner (Alligare’s then-CFO 

who was loyal to Welsh), and Allen Blythe (Alligare’s then Director of Operations, also loyal to 

Welsh), thus devised to start a separate venture to better enrich themselves without any officious 

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involvement from Alligare’s new management. On information and belief, they also decided to 

enlist Harwell to assist with this effort. 

B. Defendants work to steer Alligare’s business to favor the Ferrovia/Ferrosafe Entities.

1. Welsh and Harwell execute the Railroad Services Contract on Alligare’s 

behalf and found Ferrosafe to take advantage of this.

47. Beginning in or around late 2011 and early 2012, Welsh and Harwell, began 

negotiating an agreement (the “Railroad Services Contract”) for Alligare to provide pesticide 

application services for a large railway company (“Company A”).2 Welsh on behalf of Alligare 

executed the Railroad Services Contract on July 29, 2013. 

48. Recall that Alligare is a wholesaler that sells agro-chemical products to “pesticide 

applicators.” Pesticide applicators (also called just “applicators) are companies that use agrochemical products to control vegetation for clients in various sectors, that is, they apply the 

pesticides. Although Alligare itself is not an applicator, under the Railroad Services Contract, it 

would subcontract application services to various applicators and supervise the work they 

performed for Company A. 

49. In connection with fulfilling its obligations under the Railroad Services Contract, 

Alligare developed a proprietary software system (the “Software”) to aid in supplying 

agrochemical products for subcontractors working for Company A and coordinating and managing 

the subcontractors’ work for Company A. The Software allowed Alligare to plan vegetation 

management plans for customers and monitor the results, taking into account various other factors 

potentially affecting plan performance. In addition, the Software contained a vast database of 

information related to customer orders, product supplies and inventory, and customer demand. 

Alligare developed the Software over a five-year period at great expense. 

 2 Due to confidentiality provisions in the Railroad Services Contract, and to protect Company A’s 

privacy, this complaint uses a pseudonym to refer to the counterparty to the Railroad Services 

Contract.

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50. Alligare’s board was generally aware of Welsh and Harwell’s efforts related to the 

Railroad Services Contract. Welsh, for example, presented the Railroad Services Contract with 

Company A to personnel in Florida as a lucrative opportunity for Alligare to enter the large market 

for supplying applicators in the railway sector. 

51. Shortly before execution of the Railroad Services Contract, however, on or around 

June 20, 2013, Harwell and his wife Kristen Harwell created Defendant Ferrosafe as a Mississippi 

LLC. Plaintiffs are informed and believe that the timing of this formation was no coincidence; 

Ferrosafe is an agro-chemical applicator, and the Harwells created Ferrosafe in anticipation of 

benefitting from the Railroad Services Contract by, among other things, receiving applicator 

subcontracts from Alligare. On information and belief, they did this with Welsh’s knowledge, 

inducement, and approval; and the Individual Defendants planned to have Ferrosafe act as an 

Alligare subcontractor without revealing their involvement.

52. Alligare and ADAMA were completely unaware that: (1) the Harwells had founded 

Ferrosafe shortly before the Railroad Services Contract was signed; (2) the Individual Defendants 

had close financial ties to Ferrosafe (see Pt. IV.E, below); and (3) Welsh, Harwell, Gardner, and 

the other Individual Defendants save Hayley Welsh were acting, and planned to continue acting, 

to enrich themselves and the Ferrovia/Ferrosafe Entities at Alligare’s expense including, without 

limitation, by way of the Railroad Services Contract.

53. Moreover, while some of Alligare’s mid-level employees were aware of Welsh’s 

and Gardner’s involvement in the Ferrovia/Ferrosafe Entities, Welsh falsely told them that 

ADAMA’s in-house counsel, Mark Hough, was aware of and had signed off on the arrangement.

2. The Ferrovia/Ferrosafe Entities undergo one or more transactions, on 

information and belief, in order to acquire and monetize the Railroad Services 

Contract without revealing the Individual Defendants’ involvement.

54. On information and belief, beginning in or around 2015, the Ferrovia/Ferrosafe 

Entities engaged in one or more transactions (the “Transaction”).

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55. On information and belief, the Transaction involved Ferrosafe acquiring part3 of 

RSI, another applicator company based in Washington State; the joint entity prepared to enter the 

railway sector using the name Ferrosafe. In December 2015, Ferrosafe and Ferrosafe Holdings 

were created in Arizona, and the name of the Mississippi Ferrosafe entity the Harwells had created 

in 2013 was changed to “FS Holdings LLC.” That Mississippi entity apparently had no further 

purpose (perhaps it was a non-surviving merger entity) and was administratively dissolved in 

November 2016. 

56. In late 2016, Harwell formed Ferrovia, another applicator, in Delaware.

57. Corporate filings submitted during this time indicate that Gardner was the CFO of 

some or all of the Ferrovia/Ferrosafe Entities despite still working as CFO for Alligare. 

58. Given that the relevant information is solely within Defendants’ control, Plaintiffs’ 

understanding as to the exact nature of the Transaction is necessarily incomplete; though it seems 

likely, and Plaintiffs therefore allege on information and belief, that the Transaction involved a 

merger between RSI and the old Ferrosafe Mississippi entity with or into Ferrosafe and Ferrosafe 

Holdings (the Arizona entities) and becoming subsidiaries or affiliates of Ferrovia. 

59. Plaintiffs are informed and believe, however, that at least one goal of the 

Transaction was to create a corporate structure for the Ferrovia/Ferrosafe Entities and their owners, 

directors, and officers to benefit from the Railroad Services Contract. As Karl Moore—a non-party 

who purports to be the Chief Business Officer of Ferrosafe—states on a public webpage, the 

Transaction was “driven by the opportunity to acquire and maximize profitability of a long term 

services agreement.”4 Plaintiffs are informed and believe that this services agreement was the 

Railroad Services Contract.

 3 RSI remains an active corporation in Washington. Thus, Plaintiffs are informed and believe that 

Ferrosafe acquired only part of RSI, perhaps via merger with a subsidiary or a purchase of business 

assets.

4 Karl Moore, ANGELLIST (describing his achievements as Chief Business Officer of Ferrosafe), 

available at https://angel.co/karl-moore as of February 27, 2020. 

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60. The Ferrosafe/Ferrovia Entities control, are controlled by, or are under common 

control with each other; and Welsh, Gardner, Harwell, Cammack, Blythe, and Zoost are affiliated 

with some or all of those entities as officers, directors, owners, or employees. The facts on which 

Plaintiffs base these allegations are set forth in Part IV.E of this complaint. See ¶¶ 90–102.g. 

Plaintiffs did not know about this common affiliation and control until early 2020.

61. During the same 2016 timeframe in which the Transactions occurred, Ferrosafe 

began contracting with Alligare. Alligare, unaware of this entity’s involvement with its own 

insiders, believed these dealings were occurring in the ordinary course of its business and at an 

arm’s length. At no point did any of Welsh, Gardner, Harwell, Cammack, Blythe, or Zoost reveal 

their involvement with the Ferrovia/Ferrosafe Entities. 

3. Welsh deceives Alligare into transferring the Railroad Services Contract and 

the Software to the Ferrovia/Ferrosafe Entities and works with Harwell and 

Gardner to accomplish this.

62. Beginning in 2016, Welsh approached Alligare’s board and told its members that 

he believed supplying applicators and subcontracting for them to service railway operators was no 

longer profitable, compared to profits Alligare would earn by entering an exclusive supply 

agreement with Ferrovia—another of Alligare’s applicator customers—under which Ferrovia 

would guarantee Alligare a profit margin on products that Ferrovia bought. 

63. For instance, at a board meeting in Aventura, Florida in August 2016, Welsh 

presented materials indicating that Alligare’s profit on the application services was low and the 

gross margin percentage would rise if Alligare ceased managing application services for Company 

A. Welsh and Gardner made similar representations in calls and communications with Alligare 

and ADAMA personnel located in Florida.

64. Welsh, Gardner, Harwell, Cammack, Blythe, and Zoost encouraged and allowed 

Alligare to believe it was dealing with Ferrovia at an arm’s length, never revealing their 

involvement with the Ferrovia/Ferrosafe Entities.

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65. Welsh advised Alligare—without disclosing his, Gardner’s, or Harwell’s 

involvement with the Ferrovia/Ferrosafe Entities—that Ferrovia was amenable to entering an 

agreement under which Ferrovia would assume the Railroad Services Contract and buy exclusively 

from Alligare all of the products needed to service Company A. As part of this, Ferrovia would 

purchase products at a set pricing level, thereby guaranteeing Alligare a profit margin on the 

products Ferrovia purchased.

66. These statements about what Ferrovia was offering were false, just as Welsh’s 

failure to disclose his own involvement with that entity was tantamount to an affirmative 

falsehood. 

67. Ferrovia was not actually offering to guarantee a profit margin to Alligare, nor to 

buy products exclusively from Alligare; rather, Ferrovia wanted to buy from Alligare only those 

products it could not obtain at a better price from other suppliers. In addition, Welsh knew that 

entering a supply arrangement with Ferrovia would be less profitable for Alligare than it would be 

for Alligare to simply retain the Railroad Services Contract. On information and belief, he knew 

this because, inter alia, transferring the Railroad Services Contract would mean that Ferrovia 

would control all of the Company A subcontracts that Alligare controlled as the holder of the 

Railroad Services Contract. 

68. Plaintiffs are informed and believe that Welsh made these misleading statements 

and omissions to provide cover if he was later questioned about why it was that he had begun 

working to move the Railroad Services Contract off of Alligare’s books and onto Ferrovia’s. 

69. Welsh and Gardner began to “negotiate” with Ferrovia an Assignment and Supply 

Agreement (“Assignment”) for Alligare to assign the Railroad Services Contract to Ferrovia. 

Harwell represented Alligare on the deal—again in violation of his professional responsibilities, 

given that he also benefitted financially from and, on information and belief, gave legal advice to 

the Ferrovia/Ferrosafe Entities. The trio’s efforts involved, among other things, negotiating with 

Company A to obtain Company A’s consent for Alligare to assign the Railroad Services Contract.

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70. Welsh later presented a draft version of the Assignment to Alligare’s board and to 

ADAMA’s general counsel for review. The draft he presented, though, omitted two key contract 

clauses contained in the final version of the Assignment: First, in the final version of the 

Assignment, Alligare transferred the Software to Ferrovia. Second, the final Assignment contained 

a modified pricing term under which Ferrovia was excused from its obligation to purchase products 

exclusively from Alligare if it could find those products at a better price from an alternate supplier. 

In the version of the Assignment provided to Alligare’s board and to ADAMA’s general counsel, 

Ferrovia could avail itself of the more lenient pricing terms only if an unforeseeable market event 

outside the parties’ control made it necessary to do so.

71. As stated above, the Software is a proprietary computer program of considerable 

value that was used for monitoring and coordinating pesticide application services, as well as 

ordering, product performance, billing, and customer information related to the provision of those 

services. Likewise, the guaranteed pricing provision that Alligare thought Ferrovia was offering, 

consistent with Welsh’s representations and the draft version of the Assignment that Welsh 

provided to Plaintiffs, was of considerable value because it guaranteed Alligare a profit margin on 

the sale of its products and committed Ferrovia to purchasing exclusively from Alligare. On 

information and belief, Welsh purposely did not include the clauses transferring the Software and 

modifying the pricing and exclusivity terms in the draft Assignment he presented to Plaintiffs 

because he knew they would refuse to permit assignment of the Software or modification of the 

pricing terms.

72. In justifying the Assignment, Welsh repeated his false assertion that he believed it 

would be more profitable for Alligare to assign the Railroad Services Contract and instead focus 

on supplying chemicals at a guaranteed margin rather than subcontracting, managing and 

coordinating application services for Company A. This was misleading given that Welsh intended 

to and did remove any price protection for Alligare by modifying the pricing terms as described 

above. Moreover, Welsh, Gardner, and Harwell never disclosed to Alligare that they all had 

pecuniary interests in the Ferrovia/Ferrosafe Entities. On information and belief, Welsh, Gardner, 

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and Harwell did not tell Company A either that they were on both sides of the assignment 

transaction for which they sought and obtained Company A’s consent. 

73. Purporting to act for Alligare but lacking valid authorization, Welsh executed the 

Assignment with Ferrovia on March 15, 2017. Defendant Blythe signed on behalf of Ferrovia—

even though he still worked for Alligare and would continue in his role at Alligare until the 

following month. 

74. The Assignment transferred to Ferrovia the Railroad Services Contract, the 

Software, and all of Alligare’s subcontracts with various applicators to work on the Railroad 

Services Contract. In return, Ferrovia paid approximately $80,000 for the Software and agreed to 

purchase from Alligare all chemicals needed for Ferrovia to perform the Railroad Services 

Contract.

75. This was a net loss for Alligare. Not only did it no longer have the valuable Railroad 

Services Contract, but it now had fewer retail customers for its products in the rail sector. Nor did 

it have the Software, and the modified pricing term meant that its “exclusive” supplier status and 

guaranteed pricing were essentially subject to modification at Ferrovia’s pleasure. Ferrovia, on the 

other hand, now controlled the Software, the Railroad Services Contract and all of its associated 

subcontracts, and had the ability to essentially force Alligare to match prices available from other 

suppliers on a given product at the risk of losing Alligare’s exclusive supplier status as to that 

product.

76. Business continued as usual. Alligare was unaware of the deceit and unable to 

exercise oversight of Welsh: Employees remained too loyal or too scared to challenge him or 

believed falsely that ADAMA’s general counsel knew about and approved of his double-dealing. 

Throughout the entire time that Alligare did business with the Ferrovia Ferrosafe Entities, Welsh, 

Gardner, and Harwell never revealed that they were playing both sides—nominally showing 

loyalty to Alligare while simultaneously usurping Alligare’s business opportunity to promote the 

interests of the Ferrovia/Ferrosafe Entities.

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C. Welsh uses deceitful business practices to pump Alligare’s earnings and thereby 

inflate the price for ADAMA to buy out WHI’s interest in Alligare.

77. Recall that, in addition to giving ADAMA a “Second Option” to acquire 100% of 

Alligare, the 2006 acquisition agreement also provided Welsh a “Put Option” to force ADAMA to 

acquire all of WHI’s remaining equity in Alligare. The price for such a buyout—whether at 

ADAMA’s option or Welsh’s—was calculated, in part, based on Alligare’s EBITDA for the two 

prior years. Starting in 2018, Welsh began pressing Alligare’s finance and accounting staff, 

including Gardner, to push sales into Q4 of the fiscal year so as to increase the revenues realized 

in that period. He did this, he said, to ensure that he would have two “good years” within the 

applicable EBITDA period so he could “get out” at a higher price when exercising his Put Option. 

78. In Q4 of fiscal year 2018 (“FY18”), Welsh and Gardner caused Ferrovia to order 

approximately $5.3 million of products from Alligare, bringing Ferrovia’s total purchases for 

FY18 to approximately $17 million—a 50% increase over the prior year’s sales to Ferrovia. On 

information and belief, these figures were misleading and inflated because Ferrovia did not 

actually require the volume of products it purchased, but rather purchased at such levels to increase 

the revenue figure used to calculate the price for any buyout of WHI; and because Alligare and 

ADAMA were unaware that Welsh and Gardner were on both sides of the transactions that 

generated this revenue. Plaintiffs’ information and belief in this regard are based on the following 

facts:

a. In Q1 of fiscal year 2019 (“FY19), Ferrovia returned approximately $1.8 

million worth of products;

b. Ferrovia’s orders for FY19 were a fraction of the volume from FY18, given 

that Ferrovia had over-bought its requirements during the previous fiscal year;

c. Welsh and Gardner never revealed to Alligare or ADAMA that they were 

involved with the Ferrovia/Ferrosafe Entities;

d. While attending Alligare’s board meeting in April 2018, Welsh stated that 

2018 would likely be his last year at Alligare, after which he planned to “get out”; and

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e. Welsh had told others on other occasions that he needed the revenue figures 

to be high so he could “get out” following some “good years.”

79. For some time, a dispute had been brewing between Welsh and the other board 

members over calculation of Welsh’s LLC dividend from Alligare. At a board meeting in February 

2019, these tensions degenerated into Welsh shouting at various members of the board. Following 

this outburst, the board concluded the meeting and then told Welsh that ADAMA planned to 

exercise its Second Option under the 2006 acquisition agreement and purchase all of WHI’s 

interest in Alligare.

80. Like the Put Option buyout price, the Second Option price was also based on 

Alligare’s EBITDA. Welsh and Gardner’s tactic of over-buying for Ferrovia in the last quarter of 

FY18 (the “Purchase-Loading Scheme”) boosted Alligare’s 2018 EBITDA and inflated the price 

ADAMA would need to pay to acquire WHI’s 20% stake in Alligare. 

81. On April 15, 2019, ADAMA, Alligare, and WHI entered a Membership Interest 

Purchase Agreement (“MIPA”). Members of ADAMA’s board—two of whom also sat on 

Alligare’s board of managers—approved the MIPA and related agreements in an Action by 

Written Consent of Directors dated April 15, 2019, which they signed while located in Florida. 

Under the MIPA, ADAMA paid WHI $5.3 million for WHI’s equity in Alligare. WHI agreed to 

withdraw as a member of Alligare, and Welsh agreed to resign from Alligare’s manager board. In 

addition, as part of this buyout transaction, Alligare declared a $3.75 million dividend, of which 

WHI, as 20% owner, received nearly $750,000.

82. Once again providing legal services despite owing tangled duties of loyalty to 

various adverse parties, Harwell represented Welsh and WHI in connection with the MIPA.

83. As mentioned, after the buyout occurred, Ferrovia sharply decreased its buying 

from Alligare to compensate for the fact that it had purchased its requirements earlier than it 

otherwise would have so as to temporarily boost Alligare’s revenue. Through this scheme, 

ADAMA overpaid for WHI’s equity in Alligare by approximately $400,000, and Alligare paid 

WHI a dividend inflated by about $80,000.

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D. Welsh solicits Gardner, Zoost, and Cammack to join him in working at the 

Ferrovia/Ferrosafe entities. 

84. WHI withdrew as a member of Alligare and Welsh resigned from the board. His 

employment as President also terminated upon receipt of his last paycheck.5

85. In May 2019, less than a month after leaving Alligare, Plaintiffs are informed and 

believe that Welsh—whose involvement with the Ferrovia/Ferrosafe entities was still secret—

formally became Chairman of Ferrovia. 

86. Plaintiffs are informed and believe that Welsh—in violation of his obligations 

under the Employment Contract—then successfully solicited Defendants Cammack (involved 

with the Ferrovia/Ferrosafe Entities since 2016) and Zoost to leave their employment with Alligare 

and to work for the Ferrovia/Ferrosafe Entities. In particular, Zoost now works for Ferrosafe, and 

Cammack works for Ferrovia.

87. Around the time that ADAMA informed Welsh it would trigger the option to 

acquire all of Alligare, Plaintiffs are informed and believe that, during an evening of drinking, an 

intoxicated Welsh boasted that in fact he had long been involved with the Ferrovia/Ferrosafe 

Entities.

88. He repeated his mantra that Plaintiffs could “come after him” if they wanted but he 

would win because “this is Lee County, Alabama,” and he knew many of the judges. The true 

scope of Defendants’ misconduct came into sharper focus for Plaintiffs in January 2020 after 

rumors of Welsh’s drunken comments reached Alligare and ADAMA leadership. 

89. On February 4, 2020, Gardner resigned from Alligare and went to work for the 

Ferrovia/Ferrosafe Entities—for which he had already served as CFO beginning in mid-2016. On 

information and belief, he timed his departure from Alligare to get out before his duplicity was 

discovered.

 5 The Employment Agreement states that its term will continue until December 31, 2016, but that, 

if Welsh continues working as President without a new employment contract or an amendment to 

the existing one, his employment as President would “continue on an at-will basis until terminated 

either party.”

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E. Statement of grounds for Plaintiffs’ information and belief regarding affiliations 

among certain Defendants. 

90. The following paragraphs 90–102 set forth Plaintiffs’ understanding, information, 

and belief as to affiliations among the Ferrovia/Ferrosafe Entities; and between those entities and 

the Individual Defendants other than Hayley Welsh.

91. LLCs are designed in part protect their owners’ privacy. Only a fee, a registered 

address, and short filing are required to form one in most states, and members’ identities are 

generally private. 

92. Details of Defendants’ relationships to the Ferrovia/Ferrosafe Entities are thus in 

Defendants’ sole control. Plaintiffs have gleaned the following from what little is public.

1. The Ferrovia/Ferrosafe Entities are under common control or ownership.

93. Although RSI publicly states it has changed its name to Ferrosafe, RSI continues 

to exist as an active Washington corporation.

94. On information and belief, “Ferrosafe” comprises Defendants Ferrosafe and 

Ferrosafe Holdings. Ferrosafe was initially formed as a Mississippi LLC in 2013. Plaintiffs are 

informed and believe that an Arizona LLC formed in December 2015 became its successor entity. 

Ferrosafe Holdings was also formed as an Arizona LLC in December 2015. 

95. Ferrovia formed in Delaware in late 2016.

96. All of the Ferrovia/Ferrosafe Entities—RSI, Ferrosafe, Ferrosafe Holdings, and 

Ferrovia—are affiliated, i.e., they control, are controlled by, or are under common control with 

each other. Plaintiffs base this on the following:

a. Ferrosafe’s regulatory filings in Arizona indicate that its sole member is 

Ferrosafe Holdings. See Ex. A.

b. Ferrosafe Holdings’ filings in Arizona indicate that its members include RSI 

and the since-dissolved Mississippi Ferrosafe entity. See Ex. B. 

c. Ferrovia’s foreign LLC annual report filed in Oregon indicates that 

Ferrosafe Holdings is a member of Ferrovia. See Ex. C.

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d. Ferrosafe and Ferrosafe Holdings filed papers in Arizona that contain 

power-of-attorney forms in which Ferrovia authorized people to sign documents on behalf of 

Ferrovia and its “subsidiary entities.” See Exs. D, E.

2. Welsh, Blythe, Harwell, Gardner, Cammack and Zoost have pecuniary 

interests in the Ferrovia/Ferrosafe Entities.

97. No later than 2014, Harwell was an officer of the Ferrosafe Mississippi entity.

98. No later than March 2015, Welsh and Harwell became directors of RSI. 

99. No later than May 2016, Welsh, Gardner, and Defendant Ryan Cammack became 

managers or members of Ferrosafe; and Gardner became CFO of Ferrosafe and Ferrosafe 

Holdings.

100. No later than 2017, Mark Gardner became CFO of Ferrovia, and Defendant W. 

Allen Blythe became a governing person of RSI.

101. Defendant Matt Zoost is a director, manager, officer, agent, or owner of Ferrosafe.

102. Plaintiffs base these allegations on the following information:

a. Harwell and his wife Kristen Harwell are listed as officers of Ferrosafe in 

2014 and 2015 annual reports filed in Mississippi, with Harwell listed as the “Organizer,” and 

Kristen Harwell listed as the “Manager.” Exs. F, G.

b. Welsh and Harwell are listed as directors of RSI in an annual report filed in 

Washington State in March 2015. See Ex. H.6

c. Mark Gardner signed the March 2017 power-of-attorney form mentioned 

above as CFO of Ferrovia and submitted it with Ferrosafe’s and Ferrosafe Holdings’ Arizona 

filings. See Exs. D, E.

d. Ferrosafe’s initial foreign LLC report filed in May 2016 in Washington 

State lists Welsh, Gardner, and Cammack, as “Members or Managers” of Ferrosafe. Ex. I.

 6 As of 2016, Welsh and Harwell no longer appear on RSI’s annual reports. Plaintiffs have no 

information suggesting, and thus do not believe or allege, that Harwell or Welsh ended their 

affiliation with RSI.

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e. On RSI’s most recent Washington State annual report, Blythe is listed as a 

governing person of RSI. See Ex. J.

f. An archived version of the Ferrosafe website from August 2018, which has 

since been taken down, indicates that Gardner is the CFO of Ferrosafe. See Ex. K.

g. Defendant Matt Zoost is listed on the Ferrosafe Website as Ferrosafe’s 

public point of contact, and Cammack is listed in the same capacity on Ferrovia’s website. See 

Exs. L, M.

V. CAUSES OF ACTION

COUNT I - Securities fraud - Section 10(b) of the Securities Act of 1933 & Rule 10b-5

(ADAMA against Jeff and Hayley Welsh, WHI, Mark Gardner, and Bo Harwell)

103. Plaintiffs incorporate the above paragraphs 1–102, including subparagraphs, as if 

set forth in this paragraph.

104. WHI; Hayley Welsh as a controlling person; Jeff Welsh, directly and as a 

controlling person; Gardner; and Harwell are liable for securities fraud in connection with 

ADAMA’s acquisition of Alligare in 2019.

105. Under the MIPA and related transfer agreement, ADAMA bought Alligare LLC 

membership units that are “securities” under federal law. 15 U.S.C. § 78c(a)(10).

106. In connection with this purchase and sale, WHI and Jeff Welsh omitted to state the 

following material facts that where necessary to make the other statements made not misleading 

in light of the surrounding circumstances, in violation of 17 C.F.R. § 240.10b-5(b): 

a. That Welsh had caused Ferrovia to purchase in 2018 products it otherwise 

would not have bought until 2019 via the Purchase-Loading Scheme, resulting in the temporary 

inflation of Alligare’s EBITDA and, consequently, the purchase price of WHI’s interest; 

b. That, as of early 2019, Ferrovia had begun and would continue to sharply 

reduce the volumes of products purchased from Alligare, having purchased in 2018 products it 

otherwise would have purchased in 2019.

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c. That, as a result, the $5.3 million ADAMA paid for WHI’s interest in 

Alligare was not a fair price; and

d. That Welsh, Gardner, and Harwell had a pecuniary interest in the 

Ferrovia/Ferrosafe Entities, whose purchases generated revenue used to calculate WHI’s buyout 

price. This was a material piece of nonpublic information that, if revealed, would have lowered 

WHI’s buyout price due to Welsh’s divided loyalties, potentially exposed the Purchase-Loading 

Scheme, and allowed ADAMA to better negotiate the terms on which it would acquire WHI’s 

interest in Alligare.

107. In connection with this purchase and sale, Harwell, Welsh, and Gardner employed 

a device, scheme, or artifice to defraud in violation of 17 C.F.R. § 240.10b-5(a) by implementing 

the Purchase-Loading Scheme to misleadingly pump WHI’s buyout price while concealing their 

pecuniary interests and involvement in the Ferrovia/Ferrosafe Entities.

108. Harwell, Welsh, WHI, and Gardner used the mails, the wires, and other means of 

communications in interstate commerce to make these statements and omissions and to advance 

their fraudulent scheme. In particular, they sent agreement drafts and related communications by 

email, discussed the same over phone calls, and sent purchase orders and invoices with Ferrovia 

through the wires.

109. Harwell, Welsh, WHI, and Gardner knew these statements and omissions were 

untrue or misleading and they intended for ADAMA to rely on them, as demonstrated by the 

following:

a. They were motivated to induce ADAMA to pay as much as possible for 

WHI’s equity both to enrich the Welshes and to best situate themselves to exploit the Railroad 

Services Contract and Software through the Ferrovia/Ferrosafe Entities.

b. They were motivated to conceal their pecuniary interests in and 

involvement with the Ferrovia/Ferrosafe Entities to prevent ADAMA from securing separate 

counsel to represent Alligare in the buyout; demand better or different terms for the MIPA and for 

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calculation of WHI”s buyout price; or take action to address Harwell’s, Welsh’s, WHI’s, and 

Gardner’s corporate and professional breaches of fiduciary duties and trust.

c. WHI, Welsh, Harwell, and Gardner had the opportunity to make these 

misleading untrue statements and omissions, and to employ the above scheme or artifice to 

defraud, by virtue of (i) Harwell’s representation of Welsh and WHI in connection with the MIPA; 

(ii) Gardner’s access to and knowledge and control of Alligare’s finances to execute the PurchaseLoading Scheme; (iii) WHI’s and Harwell’s participation in drafting the MIPA; (iv) Welsh, 

Harwell, and Gardner’s involvement in the Ferrovia/Ferrosafe Entities; and (v) their possession of 

the material nonpublic information described above. 

d. Welsh’s boasting that he was not worried Plaintiffs might “come after him” 

indicates consciousness as to his own wrongdoing.

e. Welsh urged Alligare’s personnel help him boost sales numbers so he could 

have “good years” to boost the price for a buyout of WHI’s equity in Alligare.

f. Welsh learned at a February 2019 board meeting that ADAMA was forcing 

him out; Ferrovia’s net purchases from Alligare for Q1 and Q2 of FY19 dropped by nearly 98% 

from that same period the year prior; and Ferrovia’s total net purchases for FY19 dropped over 

60% from its total net purchases for FY18. 

g. Welsh falsely told Alligare employees that ADAMA’s in-house counsel 

was aware of Welsh’s involvement with the Ferrovia/Ferrosafe entities and had approved the 

arrangement; and

h. Welsh was, on information and belief, motivated by enmity toward 

ADAMA, which he viewed as a group of outsiders that had taken over his company, Alligare. This 

information and belief is based on Welsh’s comments about ADAMA and Alligare’s management, 

whom he described as “Jews,” as detailed herein.

110. This information was material in that ADAMA relied on it to acquire further equity 

in Alligare. Had ADAMA known the truth, it would have taken action to enforce these Defendants’ 

fiduciary duties, would have paid less to buy out WHI, would have fired Harwell, and would have 

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required more stringent representations, warranties, assurances, and indemnities from WHI in the 

MIPA.

111. This conduct proximately caused ADAMA to overpay WHI for equity in Alligare 

that was worth less than represented.

112. As a result, Plaintiffs suffered damages in an amount to be proven at trial. 

113. In addition, Jeff Welsh and Hayley Welsh are liable under Section 20(a) of the 

Securities Exchange Act (15 U.S.C. § 78t) as controlling persons of WHI.

COUNT II - Common law fraud

(Alligare against Welsh and the Ferrovia/Ferrosafe Entities)

114. Plaintiffs incorporate the above paragraphs 1–102, including subparagraphs, as if 

set forth in this paragraph.

115. Beginning no later than May 2016, Welsh acted at all material times as both 

President of Alligare and as an agent of the Ferrovia/Ferrosafe Entities. As President of Alligare, 

Welsh had an affirmative duty to disclose and not to conceal certain material facts. 

116. Welsh, acting both as President of Alligare and as an agent of the 

Ferrovia/Ferrosafe Entities, made the following false statements of material fact and concealed the 

following material facts which he had a duty to disclose: 

a. Welsh told Alligare’s board that the market for application services in the 

railway sector had changed and would no longer be profitable compared to what could be earned 

through a supposedly exclusive agreement with Ferrovia based on guaranteed pricing.

b. Welsh falsely told Alligare’s board, when presenting ADAMA’s general 

counsel with a draft of the Assignment, that the Railroad Services Contract was no longer desirable 

or profitable for Alligare because Alligare could secure a better arrangement through guaranteed 

pricing on exclusive sales to Ferrovia. In fact, the Ferrovia/Ferrosafe Entities organized an entire 

M&A transaction based on the profitability of the Railroad Services Contract; and Ferrovia was 

not offering the guaranteed pricing that Welsh represented to Alligare was being offered.

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c. The version of the Assignment Welsh presented to the board omitted the 

provisions (i) transferring the Software to Ferrovia, and (ii) allowing Ferrovia to escape exclusive 

purchase and guaranteed pricing obligations if it could obtain more favorable pricing from other 

suppliers.

d. Welsh never revealed the fact that he had pecuniary and/or ownership 

interests on both sides of the Assignment transaction.

e. Welsh falsely told Alligare employees that ADAMA’s in-house counsel 

was aware of Welsh’s involvement with the Ferrovia/Ferrosafe entities and had approved the 

arrangement.

f. Welsh worked to make Alligare’s dealings with the Ferrovia/Ferrosafe 

Entities appear to be at an arm’s length and he allowed and encouraged Alligare to believe this.

117. These misrepresentations and acts of concealment were material. Had Alligare 

known the truth, it would have stopped the Assignment, kept the Railroad Services Contract, 

ousted Welsh and his people from the company, acted to preserve the Software, and filed suit far 

sooner against Welsh, Harwell, and the Ferrovia/Ferrosafe Entities. 

118. Alligare’s reliance on the completeness and accuracy of Welsh’s assertions and its 

resulting inaction to stop his misconduct was reasonable given that Welsh actively concealed the 

nature of his true loyalties and that the Assignment involved transferring the Software and less 

favorable pricing terms than represented.

119. As a result of this fraudulent conduct, Alligare is entitled to damages in an amount 

to be proven at trial.

COUNT III - Tortious interference with contractual relations

(Alligare against the Ferrovia/Ferrosafe Entities)

120. Plaintiffs incorporate the above paragraphs 1–102, including subparagraphs, as if 

set forth in this paragraph.

121. The Ferrovia/Ferrosafe Entities were aware that Alligare was a party to the Railroad 

Services Contract. 

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122. The Ferrovia/Ferrosafe Entities intentionally interfered with that contract by 

fraudulently inducing Alligare to assign it to them and by obtaining Company A’s consent for the 

assignment. 

123. This interference was improper and wrongful because as described above, it 

involved deceit in an effort to make a collusive transaction appear to be an arm’s length transaction 

as well as the concealment of material contract terms, namely the transfer of the Software and the 

modification of the pricing and exclusivity terms. In addition, it was motivated by Welsh’s enmity 

toward ADAMA.

124. The Ferrovia/Ferrosafe Entities were also aware that Alligare was party to 

employment agreements, whether written or otherwise, with Blythe, Cammack, Gardner, Chris 

Bryan, and Chris Wilburn.

125. The Ferrovia/Ferrosafe Entities intentionally induced these employees to terminate 

their employment agreements with Alligare.

126. This intentional interference was improper and wrongful because it was 

independently tortious in that the Ferrovia/Ferrosafe Entities fraudulently concealed their 

involvement with rogue Alligare insiders and also induced at least some of these employees to 

commit not just contractual breaches but violations of independent fiduciary duties existing under 

the law of agency.

127. As a factual and proximate result of these acts, Alligare suffered damages in an 

amount to be proven at trial.

COUNT IV - Breach of the Employment Contract

(Alligare against Jeff Welsh)

128. Plaintiffs incorporate the above paragraphs 1–102, including subparagraphs, as if 

set forth in this paragraph.

129. Welsh and Alligare were parties to a valid Employment Contract dated June 26, 

2012, which remained in effect as at-will employment until Welsh left in April 2019. 

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TELEPHONE: (305) 539-3300

130. The Employment Contract defines “Restricted Period” as a period ending two years 

after termination of the Employment Contract. It further provides:

During the Employment Period and the Restricted Period . . . Executive shall not, 

directly or indirectly, as a principal, director, officer, partner, . . . agent[,] or in 

any other capacity, solicit, advise[,] or induce any officer director, employee, [or] 

agent . . . of the Company . . . to leave his or her employment . . . with the Company 

. . . . [Nor shall] Executive . . . directly or indirectly, solicit, advise[,] or induce any 

person or entity . . . that, on the effective date of termination of Executive’s 

employment with the Company, Executive knows is . . . or was . . . within one (1) 

year prior . . . a client or customer of the Company, to withdraw, curtail, modify, 

or cancel its business or relationship with Company. 

Emp’t Contract § 8. The mere act of solicitation violates the provision. The solicited person need 

not actually end his employment or curtail, modify, or cancel a relationship with Alligare.

131. Welsh violated this provision by doing the following:

a. On information and belief, soliciting and inducing, directly or through one 

or more intermediaries, the following employees to leave Alligare and join the Ferrovia/Ferrosafe 

Entities in or around March through May 2017: Blythe, Cammack, Chris Bryan, and Chris 

Wilburn;

b. Inducing Company A to modify and cancel its business relationship with 

Alligare by consenting to the assignment to Ferrovia of the Railroad Services Contract; and

c. Inducing Ferrovia to modify and curtail its relationship with Alligare by 

causing it to return and to be refunded for the purchase of $1.8 million in products it had purchased 

in FY18, and to sharply reduce Ferrovia’s subsequent purchasing volumes from Alligare.

132. The Employment Contract further provides:

During the Employment Period and the Restricted Period . . . Executive shall not: 

(i) engage, anywhere within the Territory, as an officer, director or in any other 

managerial capacity; as an owner, co-owner or other investor or creditor; or as an 

employee, independent contractor, consultant or advisor, in any business selling 

or providing any goods or services within the Markets in competition with the 

Company; or (ii) call on any person . . . in the Territory that, on the effective date 

of termination of Executive’s employment with the Company, Executive knows is 

. . . or was . . . within one (1) year prior . . . a customer of the Company, either for 

the purpose of soliciting or selling a product or service within the Markets which 

are sold or offered by the Company within the Markets at such time, or for a 

purpose which is otherwise in direct competition with the Company; provided,

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 28 of 88
COMPLAINT - 29

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

however, that nothing in this Section 10 shall prohibit Executive from owning, 

directly or indirectly, solely as an investment, securities of any entity traded on 

any national securities exchange or over-the-counter market . . . . [if Executive 

does not directly or indirectly control the entity or own more than 1% of any class 

of its securities].

Id. § 10(b) (italics original). “Territory” is the United States, id. § 10(a)(iii); and “Markets” means 

“the United States’ markets for non-crop uses of agrochemical products as follows . . . (4) 

‘Vegetation Management Market’ – market for pesticides for the control of pests on roadsides, 

railroads[,] and bare ground areas.” Alligare LLC Op. Agreement § 1.2 (cited in Emp’t Contract 

§ 10(c)(iii)).7

 

133. Welsh violated this provision by doing the following:

a. Becoming chairman of Ferrovia less than a month after leaving Alligare;

b. Becoming a member or manager of Ferrosafe no later than May 2016;

c. In or around May of 2016, founding, or inducing or participating in the 

founding of, and on information and belief owning an equity interest in, the company Novita 

Solutions LLC, which describes itself as “a leading premium agri-chemical manufacturer 

providing solutions to many diversified industries nationwide”; and

d. Becoming a director of RSI no later than March 2015.

134. Welsh’s breaches proximately caused Alligare to suffer damages in an amount to 

be proven at trial. 

135. Additionally, Alligare is entitled—without proof of actual damages—to injunctive 

relief restraining Welsh’s continued violation of the non-solicitation and non-competition 

provisions as authorized in § 11 of the Employment Contract. 

//

//

 7 “Markets” also include: “(1) Forestry Market – market for pesticides on forest land, these 

applications are made for site preparation and pest control; (2) ‘Range and Pasture Market’ market 

for pesticides for the control of weeds in range and pasture lands; [and] (3) ‘Aquatic Weed Control 

Market’ - market for pesticides for aquatic weed control in bodies of water . . . .” LLC Op. 

Agreement § 1.2 (punctuation original).

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 29 of 88
COMPLAINT - 30

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

COUNT V - Breach of fiduciary duty

(Alligare against Welsh, Gardner, Cammack, Blythe and Zoost)

136. Plaintiffs incorporate the above paragraphs 1–102, including subparagraphs, as if 

set forth in this paragraph.

137. As Alligare’s President, Welsh owed Alligare a fiduciary duty to act with care, 

loyalty, and in observance of Alligare’s interests over his own.

138. Welsh breached these duties by, among other things:

a. Misrepresenting the state of the railway pesticide application market, the 

pricing terms available from Ferrovia, and, consequently, the desirability of remaining in the 

Railroad Services Contract rather than assigning it; 

b. Inducing, utilizing and directing Alligare’s outside counsel, Harwell, to 

serve his personal interests; 

c. Founding, investing in, and providing information, services, and working 

time to, the Ferrovia/Ferrosafe Entities;

d. Transferring the Railroad Services Contract, related subcontracts, and the 

Software to the Ferrovia/Ferrosafe Entities;

e. Concealing material terms that appeared in the final version of the 

Assignment;

f. Falsely telling Alligare employees that ADAMA’s in-house counsel was 

aware of Welsh’s involvement with the Ferrovia/Ferrosafe entities and had approved the 

arrangement; 

g. Concealing and not revealing information regarding his involvement with 

the Ferrovia/Ferrosafe Entities; 

h. Creating—through temperamental outbursts, abusive language, and 

combative and confrontational interactions—an environment where Alligare’s line employees felt 

unable to reveal Welsh’s misconduct to the board without risking reprisal from him; and 

i. Doing the acts described in ¶¶ 131.a–c, 133.a–d.

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 30 of 88
COMPLAINT - 31

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

139. As officers and employees of Alligare, Gardner, Cammack, Blythe, and Zoost owed 

Alligare fiduciary duties of loyalty and to act with reasonable care, prudence, and in furtherance 

of Alligare’s best interests over their own interests.

140. Gardner, Cammack, Blythe, and Zoost breached these duties by acceding to, 

encouraging, and inviting Welsh’s solicitations to participate and invest in and work for the 

competing Ferrovia/Ferrosafe venture; and concealing or not revealing that they did so.

141. In addition, Gardner breached these duties by representing Alligare in connection 

with disputes over amounts properly payable on invoices issued to Ferrovia, in which Gardner had 

a pecuniary interest. On information and belief, Gardner caused Alligare to settle these disputes 

on terms unduly favorable to Ferrovia at Alligare’s expense.

142. As a proximate result of these tortious acts, Alligare suffered damages in an amount 

to be proven at trial. 

COUNT VI - Professional malpractice, breach of fiduciary duty

(Alligare against Harwell)

143. Plaintiffs incorporate the above paragraphs 1–102, including subparagraphs, as if 

set forth in this paragraph.

144. As its counsel, Harwell owed Alligare a fiduciary duty that required him to act with 

care, loyalty, and to place its interests above his own. This included the following duties:

a. Not representing clients whose interests are directly adverse to one another, 

or as to whom the lawyer’s responsibilities would materially limit the lawyer’s representation. See, 

e.g., ABA Model R. of Prof’l Conduct (MRPC) 1.7(a)(1)–(2).

b. Not representing clients as to whom the lawyer’s personal interests, 

including family relationships, would materially limit the lawyer’s representation. See, e.g., MRPC 

1.7(a)(1)–(2), cmt. 11.

c. Not entering business transactions where the lawyer acquires a pecuniary 

interest adverse to the client. See, e.g., MRPC 1.8(a).

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 31 of 88
COMPLAINT - 32

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

d. Reporting to the leadership of an organizational client when the lawyer 

knows that an officer or employee is engaged in conduct that violates legal duties to the 

organization or that is unlawful. See, e.g., MRPC 1.13(a)–(b).

e. Returning client files and papers upon terminating representation of a client. 

See, e.g., MRPC 1.16(d).

145. Harwell breached these duties to Alligare by doing the following: 

a. Representing Alligare as outside general counsel despite also representing 

and continuing to represent WHI and Welsh in transactions adverse to Alligare.

b. Representing Alligare as outside general counsel despite also representing

and continuing to represent Welsh in connection with Welsh’s Employment Contract with 

Alligare.

c. Representing Alligare in transactions adverse to the Ferrovia/Ferrosafe 

Entities, to which Plaintiffs are informed and believe that Harwell also provided legal counsel.

d. Acquiring a pecuniary interest in the Ferrovia/Ferrosafe entities as a 

director, part owner, officer, or otherwise.

e. Failing to report to Alligare’s board that the Welshes had committed 

securities fraud in connection with the MIPA.

f. Failing to report to Alligare’s board that Welsh had violated his fiduciary 

duties to Alligare as President due to his involvement with the Ferrovia/Ferrosafe entities.

g. Failing to surrender Alligare’s client file upon ending the representation.

146. Plaintiffs are informed and believe that (i) Harwell never obtained any written 

waivers of conflicts of interest; (ii) any waivers obtained were not the product of informed consent; 

(iii) any waivers obtained were signed by Welsh who could not provide consent; or (iv) the 

conflicts at issue were not the type of conflicts that are waivable.

147. As a proximate result of these acts, Alligare suffered damages in an amount to be 

proven at trial.

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 32 of 88
COMPLAINT - 33

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

COUNT VII - Violation of the Defend Trade Secrets Act (18 U.S.C. § 1831 et seq.)

(Alligare against Welsh, Cammack, and Ferrovia)

148. Plaintiffs incorporate the above paragraphs 1–102, including subparagraphs, as if 

set forth in this paragraph.

149. The Defend Trade Secrets Act (“DTSA”) confers a federal private cause of action 

on “an owner of a trade secret that is misappropriated . . . if the trade secret is related to a product 

or service used in, or intended for use in, interstate or foreign commerce.” 18 U.S.C. § 1836(b)(1). 

150. Prior to Ferrovia and Welsh’s misappropriation of the Software, Alligare was the 

owner of trade secrets relating to, inter alia, solutions for managing, supplying, overseeing, and 

monitoring the results of, the ordering, sale, invoicing, and use of vegetation management 

products. These trade secrets comprise unique compilations of information embodied in the 

Software and its associated source code. The Software contained detailed information and data 

regarding Alligare’s customers, products, and sales, compiled and organized over a 5-year period. 

Jeff Welsh

Bo Harwell

Alligare

Legal 

counsel

Owner, 

director, or 

officer

WHI

Assignment & supply dealings

Employment Contract

2019 MIPA

Ferrovia/Ferrosafe 

Entities

Harwell’s conflicted loyalties

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 33 of 88
COMPLAINT - 34

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

151. The trade secrets embodied in the Software are crucial to the success of Alligare’s 

business of sourcing, selling, and managing the application of, vegetation management products. 

In particular, one key market advantage that Alligare had—before misappropriation of its trade 

secrets—was information regarding its customers, including information related to customer order 

histories, order volume, preferences, timing, shipping, project parameters and results, and 

inventory.

152. These trade secrets were of significant value to Alligare, because they allowed 

Alligare to know, to track, and to generate estimates of which customers needed how much of 

what products for what purposes and when; as well as how best to meet those demands, and the 

results Alligare’s customers experienced when using its products. This specific compilation of 

information was only possible through the expenditure of considerable funds and through great 

effort over a five year period during which Alligare worked with a third party to compile Alligare’s 

data, records, and customer information into the specific configuration comprising the trade secrets 

as contained in the Software.

153. At all times, Alligare has taken reasonable efforts to maintain the secrecy of its 

trade secrets via the use of nondisclosure and/or confidentiality agreements, employment 

agreements, employee training, and other measures. For example, before Welsh and Ferrovia 

misappropriated it, Alligare controlled access to the Software via password protection. In addition, 

the Railroad Services Contract contains a robust confidentiality clause specifically designating the 

Software as confidential information. Likewise, the Employment Agreement’s confidentiality 

provision covers the trade secrets embodied in the Software, and the Assignment (although 

procured by wrongful means) contains a confidentiality provision that encompasses the terms of 

the Assignment itself, including the Assignment’s references to and discussion of the Software. 

154. These trade secrets relate to a product or service used in interstate commerce, 

namely Alligare’s sale of vegetation management products to, and management of and 

subcontracting with, applicators and customers across the United States.

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 34 of 88
COMPLAINT - 35

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

155. Ferrovia acquired the trade secrets contained in the Software via the fraudulently 

induced Assignment. Ferrovia knew or had reason to know that these trade secrets were acquired 

by improper means due to Welsh’s transmission of these trade secrets to Ferrovia via the 

Assignment, which he deceived Alligare into approving using misleading statements and an 

incomplete draft as described above; as well as Harwell’s breach of fiduciary duty by serving 

interests on both sides of the Assignment transaction.

156. In addition Ferrovia disclosed these trade secrets to its employees, including 

Cammack, to whom it granted access to and use of the Software. On information and belief, 

Cammack knew that Welsh was involved in both Alligare and Ferrovia, and thus knew or should 

have known that improper means were or must have been used to acquire the Software. 

157. As a proximate result of Ferrovia’s, Welsh’s, and Cammack’s misappropriation, 

Alligare is entitled to damages under 18 U.S.C. § 1836(b)(3)(B) in an amount to be proven at trial.

158. Based on the same facts alleged in this complaint that demonstrate scienter or other 

requisite mental states for purposes of Plaintiffs’ claims for fraud, securities fraud, tortious 

interference, and breaches of fiduciary duties, Ferrovia’s, Welsh’s, and Cammack’s 

misappropriation of the Software was willful and malicious under 18 U.S.C. § 1836(b)(3)(C) and 

Alligare is thus entitled to two times the amount of any damages awarded under § 1836(b)(3)(B), 

as well as an award of attorney’s fees as authorized by § 1836(b)(3)(D).

COUNT VIII - Breach of Contract

(Alligare against Ferrovia)

159. Plaintiffs incorporate the above paragraphs 1–102, including subparagraphs, as if 

set forth in this paragraph.

160. As mentioned, the Assignment required Ferrovia to purchase products exclusively 

from Alligare, which Alligare was told would be subject to guaranteed pricing levels. However, 

given the significant reduction in Ferrovia’s purchase volumes as described above, on information 

and belief, Ferrovia has purchased and continues to purchase products from competing suppliers 

in violation of its purported exclusivity provisions.

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 35 of 88
COMPLAINT - 36

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

161. Likewise, Ferrovia returned $1.8 million worth of products it had purchased; but 

there was no good faith basis for Ferrovia to do so. Rather, Ferrovia returned these products 

because of its participation in the Purchase-Loading Scheme to assist in WHI’s commission of 

securities fraud as described above, in violation of its duty to perform the Assignment in good 

faith.

162. As a result, Ferrovia breached the Assignment and related purchase orders. 

163. Thus, Alligare is entitled to an award of damages in an amount to be proven at trial.

VI. PRAYER FOR RELIEF

Plaintiffs pray for the following relief:

A. Disregard of the corporate separation among the Ferrovia/Ferrosafe Entities, and 

between Welsh and WHI as necessary to prevent injustice and abuse of the corporate form;

B. Compensatory and punitive damages to the extent permitted under state and federal 

law;

C. An award of double damages under the Defend Trade Secrets Act;

D. An award of attorneys’ fees to the extent allowed by applicable law or contract;

E. An award of prejudgment interest; and

F. Such further relief as the Court determines that justice requires.

DATED: May 5, 2020

K&L GATES LLP

By: /s/ William J. Simonitsch

William J. Simonistch, Florida Bar. # 422060

200 S. Biscayne Blvd., Suite 3900

Miami, FL 33131-2370

Tel: 305-539-3300

Fax: 305-358-7095

bill.simonitsch@klgates.com

Philip M. Guess, Wash. State Bar # 26765

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 36 of 88
COMPLAINT - 37

K&L GATES LLP

200 SOUTH BISCAYNE BLVD, # 3900

MIAMI, FLORIDA, 33131-2399

TELEPHONE: (305) 539-3300

(to seek pro hac vice admission)

Daniel-Charles Wolf, Wash. State Bar # 48211 

(to seek pro hac vice admission)

925 Fourth Avenue, Suite 2900

Seattle, WA 98104

Tel: 206-623-7580

Fax: 206-623-7022

philip.guess@klgates.com

dc.wolf@klgates.com

Elizabeth H. White, Cal. State Bar # 291439

(to seek pro hac vice admission)

One SW Columbia St., Suite 1900

Portland, OR 97204

Tel: 503-228-3200

Fax: 503-248-9085

elizabeth.white@klgates.com

Attorneys for Plaintiffs

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 37 of 88
EXHIBIT A

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 38 of 88
FILED: 12/7/2015 3:50:43 PM 

FILE#: L20520783 

DO NOT WRITE ABOVE THIS LINE RESERVED FOR ACC USE ONLY. 

ARTICLES OF ORGANIZATION 

1. ENTITY TYPE: LIMITED LIABILITY COMPANY 

2. ENTITY NAME: FERROSAFE, LLC 

3. FILE NUMBER: L20520783 

4. STATUTORY AGENT NAME AND ADDRESS: 

Street Address: 

JOHN RUMBLE 

7280 NORTH GLEN HARBOR BOULEVARD 

GLENDALE, AZ 85307 

Mailing Address: 

5. ARIZONA KNOWN PLACE OF BUSINESS ADDRESS: 

7280 NORTH GLEN HARBOR BOULEVARD 

GLENDALE, AZ 85307 

6. DURATION: Perpetual 

7. MANAGEMENT STRUCTURE: Member-Managed 

The names and addresses of all Members are: 

1 FERROSAFE HOLDINGS, LLC 

7280 N. GLEN HARBOUR BOULEVARD 

GLENDALE, AZ 85307 

8. EXPEDITE FEE: Yes 

ORGANIZER: John Rumble 

DOCUMENT# 05324706 

12/7/2015 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 39 of 88
EXHIBIT B

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 40 of 88
FILED: 12/7/2015 3:40:03 PM 

FILE#: L20520681 

DO NOT WRITE ABOVE THIS LINE RESERVED FOR ACC USE ONLY. 

ARTICLES OF ORGANIZATION 

1. ENTITY TYPE: LIMITED LIABILITY COMPANY 

2. ENTITY NAME: FERROSAFE HOLDINGS, LLC 

3. FILE NUMBER: L20520681 

4. STATUTORY AGENT NAME AND ADDRESS: 

Street Address: 

JOHN RUMBLE 

7280 NORTH GLEN HARBOR BOULEVARD 

GLENDALE, AZ 85307 

Mailing Address: 

5. ARIZONA KNOWN PLACE OF BUSINESS ADDRESS: 

7280 NORTH GLEN HARBOR BOULEVARD 

GLENDALE, AZ 85307 

6. DURATION: Perpetual 

7. MANAGEMENT STRUCTURE: Manager-Managed 

The names and addresses of all Managers are: 

1 JOHN RUMBLE 

7280 N. GLEN HARBOR BOULEVARD 

GLENDALE, AZ 85307 

The names and addresses of all Members are: 

2 FERROSAFE, LLC 

DOCUMENT# 05324695 

1 RUMBLE SPRAY, INC. 

500 FIRST AVENUE 

ZILLAH, WA 98953 

1880 LAKELAND DRIVE, SUITE F 

JACKSON, MS 39216 

8. EXPEDITE FEE: Yes 

ORGANIZER: John Rumble 12/7/2015 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 41 of 88
EXHIBIT C

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 42 of 88
AMENDED ANNUAL REPORT

Corporation Division

www.filinginoregon.com

E-FILED

Apr 19, 2019

OREGON SECRETARY OF STATE

132331497

REGISTRY NUMBER

05/10/2017

REGISTRATION DATE

BUSINESS NAME

FERROVIA SERVICES, LLC

BUSINESS ACTIVITY

RAILROAD VEGETATION MANAGEMENT

MAILING ADDRESS

1565 5TH AVE

OPELIKA AL 36801 USA

FOREIGN LIMITED LIABILITY COMPANY

TYPE

1565 5TH AVE

OPELIKA AL 36801 USA

PRIMARY PLACE OF BUSINESS

DELAWARE

JURISDICTION

REGISTERED AGENT

15872088 - CORPORATION SERVICE COMPANY

1127 BROADWAY ST NE STE 310

SALEM OR 97301 USA

If the Registered Agent has changed, the new agent has consented to the appointment.

MEMBER

FERROSAFE HOLDINGS, LLC

1565 5TH AVE

OPELIKA AL 36801 USA

Page 1

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 43 of 88
Corporation Division

www.filinginoregon.com OREGON SECRETARY OF STATE

I declare, under penalty of perjury, that this document does not fraudulently conceal, fraudulently obscure,

fraudulently alter or otherwise misrepresent the identity of the person or any officers, managers, members or

agents of the limited liability company on behalf of which the person signs. This filing has been examined by me

and is, to the best of my knowledge and belief, true, correct, and complete. Making false statements in this

document is against the law and may be penalized by fines, imprisonment, or both.

By typing my name in the electronic signature field, I am agreeing to conduct business electronically with the

State of Oregon. I understand that transactions and/or signatures in records may not be denied legal effect solely

because they are conducted, executed, or prepared in electronic form and that if a law requires a record or

signature to be in writing, an electronic record or signature satisfies that requirement.

ELECTRONIC SIGNATURE

NAME

JENNY KATZ

TITLE

AUTHORIZED PERSON

DATE SIGNED

04-19-2019

Page 2

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 44 of 88
EXHIBIT D

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 45 of 88
MAY O 9 2017 

ARIZONA CORP. COMMISSION 

CORPORATIONS DIVISION 

DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACC USE ONLY. 

LLC STATEMENT OF CHANGE 

OF KNOWN PLACE OF BUSINESS ADDRESS OR STATUTORY AGENT 

Read the Instructions 1.Q2Jli 

NOTElno matter what is being changed, numbers 1, 2, 3.1, 4.1, and 4.2 must be completed. 

The form ill be rejected if those sections are not completed. 

1 . ENTI NAME - give the exact name of the LLC as currently shown in A.C.C. records: 

Ferrosafe, LLC 

2 . A.C.C. FILE NUMBER: L20520783 

Find the A.C.C. file number on the-u-pp~e-, =co=rn~e-, ~of~t~,1e~a~a=oc=u=m~en""t-s -•R~on~o~u=r-w=eb~s=,te"""a=t-: h=t=tp,,...:/"'/w""'w"""w-.=az=cc""". 9=o=v1.,,.D""iv=1s""1o=ns""'/,...Co"""r"'"'po=ra""t= 1o=nsc--

3 . ARIZONA KNOWN PLACE OF BUSINESS ADDRESS: 

3 .1 REQUIRED - list the known place of 3.2 Optional - List the NEW known place of 

business address currently shown in A.C.C. business address in Arizona (must be a 

records (before any changes): street or physical address): 

Attention (optional) Attention (optional) 

7280 North Glen Harbor Boulevard 

Address I Address I 

Address 2 (optional) Address 2 (optional) 

AZ. 85307 

utv Glendale State Zip City State Zip 

3.3 If you completed 3.2, is the NEW known place of business address in Arizona the same as 

t he street address of the statutory agent? • Yes • No 

4 . CURRENT OR EXISTING STATUTORY AGENT - list the name and addresses of the 

stat utory agent as shown in the records of the Arizona Corporation Commission before any 

changes (this is the existing statutory agent): 

4 . 1 REQUIRED - list the name and physical 

or street address (not a P.O. Box) in 

Arizona of the existing statutory agent: 

John Rumble 

Statutory Agent Name 

Attention (optional) 

7280 North Glen Harbor Boulevard 

Address 1 

Address 2 (opbonal) 

City Glendale 

L020.001 

Rev: 2010 

AZ. 

State 

85307 

Zip 

4 .2 REQUIRED - list the mailing address 

(if one exists in A.C.C. records) in Arizona 

of the existing Statutory Agent: 

Attention (optional) 

7280 North Glen Harbor Boulevard 

Address 1 

Address 2 (optional) 

Coty Glendale 

AZ. 85307 

State Zip 

Anzona Corporation Commiss.on - Corporations Oivisoon 

Page 1 ol 3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 46 of 88
4 .3 0 CHANGE IN EXISTI NG STATUTORY AGENT NAME ONLY - if the name only of 

the existing statutory agent listed in number 4.1 above has changed, but a new 

agent has not been appointed, check the box and give the new name of the 

existing statutory agent below: 

4 .4 CHANGE I N EXISTING STATUTORY AGENT ADDRESS - check all that apply 

and follow instructions: 

0 STREET ADDRESS CHANGED - complete number 4.5. 

0 MAILING ADDRESS CHANGED - complete number 4.6. 

4 .5 NEW STREET ADDRESS - give the NEW 4.6 NEW MAILING ADDRESS - give the NEW 

physical or street address (not a P.O. Box) mailing address in Arizona of the existing 

in Arizona of the existing statutory agent: statutory agent (can be a P.O. Box): 

Attention (optional) Attention (optional) 

Address 1 Address I 

Address 2 (optional) Address 2 ( optional) 

Citv State Zip City State Zip 

5. [gJ N EW STATUTORY AGENT - if a new statutory agent is being appointed, check the box 

and complete the following for the N EW statutory agent: 

5 .1 REQUIRED - give the name (can be an 5 .2 OPTIONAL - mailing address in Arizona of 

individual or an entity) and physical or NEW Statutory Agent (can be a P.O. Box): 

street address (not a P.O. Box) in Arizona 

of the NEW statutory agent: 

Corporation Service Company I 

Statutory Agent Name 

Attention ( optional) Attention (optional) 

2338 W. Royal Palm Road, Suite J 2338 W. Royal Palm Road, Suite J Address 1 Address I 

Address 2 (optional) Address 2 (optional) 

AZ. 85021 AZ. 85021 City Phoenix State Zip Cit y Phoenix State Zip 

5.3 REQUIRED - if you are appointing a new statutory agent, the Statutory Agent Acceptance 

form M002 must be submitted along with this Statement of Change form. 

L020.001 

Rev: 2010 Arizona Corporation Commission - Corporations Division 

Pago 2of 3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 47 of 88
SIGNATURE - see Instructions L020i for who is authorized to make changes: 

If the person signing this form is the existing statutory agent changing its own address, then by the 

signature appearing below, the existing statutory agent certifies under penalty of perjury that he or 

she has given the LLC named in number 1 above written notice of the address change. 

By checking the box marked "I accept" below, I acknowledge under penalty of perjury 

that this document together with any attachments is submitted in compliance with 

Arizona law. 

~ I ACCEPT 

Jill Cilmi, Attorney in fact 05/04/2017 

Printed Name Date 

REQUIRED - check only one and fill in the corresponding blank if signing for an entity: 

0 I am the individual Manager of 

this manager-managed LLC or I ~ I am a Mem ber of this membermanaged LLC or I am signing for an D I am a Statutory Age nt 

changing only my own address 

am signing for an entity entity member named: and/or my own name. 

manager named: 

Ferrosafe Holdings LLC 

Filing Fee: $5.00 (regular processing) 

Expedited processing - add $35.00 to filing fee. 

All fees are nonrefundable - see Instructions. 

Mail: Arizona Corporation Commission - Corporate Filings Section 

1300 W. Washington St ., Phoenix, Arizona 85007 

Fax : 602-542-4100 

Please be advised that A.C.C. fonns renect only the minimum provisions required by statute. You should see~ private legal counsel for those matters that may pertain to the individual needs of your business. 

All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. 

If you have questions after reading the Inst ructions, please call 602- 542- 3026 or (within Arizona only) 800-345-5819. 

L020.001 

Rev: 2010 Arizona Corporation Cornmissk>n - Corporalions Oiv:i~on 

Page 3of3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 48 of 88
DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACC USE ONLY. 

STATUTORY AGENT ACCEPTANCE 

Please read Instructions M002i 

1. ENTITY NAME - give the exact name in Arizona of the corporation or LLC that has appointed the 

Statutory Agent {this must match exactly the name as listed on the document appointing the 

statutory agent, e.g., Articles of Organization or Article of Incorporation): 

Ferrosafe, LLC 

2. STATUTORY AGENT NAME - give the exact name of the Statutory Agent appointed by the 

entity listed in number 1 above (this will be either an individual or an entity). NOTE - the name 

must match exactly the statutory agent name as listed in the document that appoints the 

statutory agent (e.g. Articles of Incorporation or Articles of Organization), including any middle 

initial or suffix: 

Corporation Service Company 

3. STATUTORY AGENT SIGNATURE: 

By the signature appearing below, the individual or entity named in number 2 above 

accepts the appointment as statutory agent for the entity named in number 1 above, and 

acknowledges that the appointment is effective until the appointing entity replaces the statutory 

agent or the statutory agent resigns, whichever occurs first. 

The person signing below declares and certifies under penalty of perjury that the information 

contained within this document together with any attachments is true and correct, and is 

submitted in compliance with Arizona law. 

Grace E. Kirby, Assistant Vice President 05/0412017 

Printed Name Date 

REQUIRED - check only one: 

• Individual as statutory agent: I am 

signing on behalf of myself as the individual 

(natural person) named as statutory agent. 

Filing Fee: none (regular processing) 

Expedited processing - not applicable. 

All fees are nonrefundable - see Instructions. 

jg] Entity a s stat utory agent: I am signing on 

behalf of the entity named as statutory agent, 

and I am authorized to act for that entity. 

Mail: Arizona Corporation Commission - Corporate Filings Section 

1300 W. Washington St., Phoenix, Arizona 85007 

Fax : 602-542-4100 

Please be advised that A.C.C. fonns reflect only the minimum provisions required by statute. You should seek private legal counsel for those matters that may pertain 

to the individual needs of your business. 

All documents filed with the Arizona Corporation Commission are public record and are open for public Inspection. 

If you have questions after reading the Instructions, please call 602-542·3026 or (within Arizona only) 800-345-5819. 

M002.003 

Rev: 9/2014 Arizona Corporation Commission - Corpcx-ations Division 

Page 1 of 1 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 49 of 88
DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACCUSE ONLY. 

LLC STATEMENT OF CHANGE 

OF KNOWN PLACE OF BUSINESS ADDRESS OR STATUTORY AGENT 

Read the Instructions LQ2Ql 

NOTE - no matter what is being changed, numbers 1, 2, 3.1, 4.1, and 4.2 must be completed. 

The form will be rejected if those sections are not completed. 

1. ENTITY NAME - give the exact name of the LLC as currently shown in A.C.C. records: 

Ferrosafe, LLC 

2. A.C.C. FILE NUMBER: L20520783 

Find t he A.C. C. file number on the~u=p=pe=r-=- co=r=ne=r~o~t =t11=ed,,....,,.,do=c.,,,um=e=n=ts""'O"'R.,....,,,on=-o=u=r-w=e=bs""' 1t=e -=- at..,.: .,,,h""tt,,,.,p:,..,.l7,.,.,w"'w"'w,...,_a'°'z=cc,..,.9=077v/=0=1v=1s~,o=n=s7~co=r=po=r=at=1o=n=s --

3. ARIZONA KNOWN PLACE OF BUSINESS ADDRESS: 

3 .1 REQUIRED - list the known place of 3.2 Optional - List the NEW known place of 

business address currently shown in A.C.C. business address in Arizona (must be a 

records (before any changes): street or physical address): 

Attention ( optiOnal) Attention (optional) 

7280 North Glen Harbor Boulevard 

Address I Address I 

Address 2 ( optional) Address 2 (optional) 

AZ. 85307 

City Glendale State Zip City State Zip 

3.3 If you completed 3.2, is the NEW known place of business address in Arizona the same as 

the street address of the statutory agent? • Yes • No 

4 . CURRENT OR EXISTING STATUTORY AGENT - list the name and addresses of the 

statutory agent as shown in the records of the Arizona Corporation Commission before any 

changes (this is the existing statutory agent): 

4 .1 REQUIRED - list the name and physical 

or street address (not a P.O. Box) in 

Arizona of the existing statutory agent: 

John Rumble 

Statutory Agent Name 

Attention (optional) 

7280 North Glen Harbor Boulevard 

Address I 

Address 2 (optional) 

City Glendale 

L020.001 

Rev: 2010 

AZ. 

State 

85307 

Zip 

4.2 REQUIRED - list the m ailing address 

(if one exists in A.C.C. records) in Arizona 

of the existing Statutory Agent: 

Attention (optional) 

7280 North Glen Harbor Boulevard 

Address 1 

Address 2 (optional) 

City Glendale 

AZ. 85307 

State Zip 

Arizona Corporation Commission - Corporations Division 

Page 1 of3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 50 of 88
4.3 0 CHANGE IN EXISTING STATUTORY AGENT NAME ONLY - if the name only of 

the existing statutory agent listed in number 4.1 above has changed, but a new 

agent has not been appointed, check the box and give the new name of the 

existing statutory agent below: 

4.4 CHANGE IN EXISTING STATUTORY AGENT ADDRESS - check all that apply 

and follow instructions: 

0 STREET ADDRESS CHANGED - complete number 4. 5. 

0 MAILING ADDRESS CHANGED - complete number 4.6. 

4 .5 NEW STREET ADDRESS - give the NEW 4.6 NEW MAILING ADDRESS - give the NEW 

physical or street address (not a P.O. Box) mailing address in Arizona of the existing 

in Arizona of the existing statutory agent: statutory agent (can be a P.O. Box): 

Attention (optional) Attention ( optional) 

Address 1 Address 1 

Address 2 ( optional) Address 2 ( optional) 

Citv State Zip City Stale Zio 

s. 181 NEW STATUTORY AGENT - if a new statutory agent is being appointed, check the box 

and complete the following for the NEW statutory agent: 

5.1 REQUIRED - give the name ( can be an 5.2 OPTIONAL - mailing address in Arizona of 

individual or an entity) and physical or 

street address (not a P.O. Box) in Arizona 

NEW Statutory Agent (can be a P.O. Box): 

of the NEW statutory agent: 

Corporation Service Company 

Statutory Agent Name 

Attention ( optional) Attention (optional) 

2338 W. Royal Palm Road, Suite J 2338 W. Royal Palm Road, Suite J 

Address I Address 1 

Address 2 (optional) Address 2 ( optional) 

AZ 85021 AZ 85021 

City Phoenix State Zip city Phoenix State Zip 

5.3 REQUIRED - if you are appointing a new statutory agent, the Stat utory Agent Acceptance 

L020.001 

Rev: 2010 

form M002 must be submitted along with this Statement of Change form. 

Ariz.ona Corporation Commission - Corporations Division 

Page 2 of 3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 51 of 88
SIGNATURE - see Instructions L020i for who is authorized to make changes: 

If the person signing this form is the existing statutory agent changing its own address, then by the 

signature appearing below, the existing statutory agent certifies under penalty of perjury that he or 

she has given the LLC named in number 1 above written notice of the address change. 

By checking the box marked "I accept" below, I acknowledge under penalty of perjury 

that this document together with any attachment s is submitted in compliance with 

Arizona law. 

(81 I ACCEPT 

Jill Cilmi, Attorney in fact 05/04/2017 

Printed Name Date 

REQUIRED - check only one and fill in the corresponding blank if signing for an entity: 

D I am the individual Manager of 

this manager-managed LLC or I 

[81 I am a Member of this membermanaged LLC or I am signing for an 

D I am a Statutory Agent 

changing only my own address 

am signing for an entity entity member named: and/or my own name. 

manager named: Ferrosafe Holdings LLC 

Filing Fee: $5.00 (regular processing) 

Expedited processing - add $35.00 to filing fee. 

All fees are nonrefundable - see Instructions. 

Mail: Arizona Corporation Commission - Corporate Filings Section 

1300 W. Washington St., Phoenix, Arizona 85007 

Fax : 602-542-4100 

Please be advised that A.C.C. forms reflect only the minimum provisions required by statute. You shOuld seek private legal counsel for those matters that may pertain 

to the individual needs of your business. 

All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. 

If you have questions after reading the Instructions, please call 602· 542· 3026 or (within Arizona only) 800-345-5819. 

L020.001 

Rev: 2010 

Arizona Corporation Conimission - Corporations Division 

Page 3of3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 52 of 88
00 NOT WRITE ABOVE THIS LINE; RESERVED FOR ACCUSE ONLY. 

STATUTORY AGENT ACCEPTANCE 

Please read Instructions MQQ2J. 

1. ENTITY NAME - give the exact name in Arizona of the corporation or LLC that has appointed the 

Statutory Agent (this must match exactly the name as listed on the document appointing the 

statutory agent, e.g., Articles of Organization or Article of Incorporation): 

Ferrosafe, LLC 

2. STATUTORY AGENT NAME - give the exact name of the Statutory Agent appointed by the 

entity listed in number 1 above (this will be either an individual or an entity). NOTE - the name 

must match exactly the statutory agent name as listed in the document that appoints the 

statutory agent ( e.g. Articles of Incorporation or Articles of Organization), including any middle 

initial or suffix: 

Corporation Service Company 

3. STATUTORY AGENT SIGNATURE: 

By the signature appearing below, the individual or entity named in number 2 above 

accepts the appointment as statutory agent for the entity named in number 1 above, and 

acknowledges that the appointment is effective until the appointing entity replaces the statutory 

agent or the statutory agent resigns, whichever occurs first. 

The person signing below declares and certifies under penalty of perjury that the information 

contained within this document together with any attachments is true and correct, and is 

submitted in compliance with Arizona law. 

Corporation Service Company 

By: Grace E. Kirby, Assistant Vice President 05/04/2017 

Signature Printed Name Date 

REQUIRED - check only one: 

• Individual as statutory agent: I am 

signing on behalf of myself as the individual 

(natural person) named as statutory agent. 

Filing Fee: none (regular processing) 

Expedited processing - not applicable. 

All fees are nonrefundable - see Instructions. 

18:) Entity as statutory agent: I am signing on 

behalf of the entity named as statutory agent, 

and I am authorized to act for that entity. 

Mail: Arizona Corporation Commission - Corporate Filings Section 

1300 W. Washington St., Phoenix, Arizona 85007 

Fax: 602-542-4100 

Please be advised that A.C.C. fonns reflect only the minimum provisions required by statute. You should seek private legal counsel for those matters that may pertain 

to the individual needs of your business. 

All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. 

If you have questions after reading the Instructions, please call 602-542-3026 or (within Arizona only) 800-345-5819. 

M002.003 

Rev: 912014 Arizona Corporation Commission - Corporations Division 

Page 1 of 1 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 53 of 88
STATE OF 

COUNTY OF 

POWER OF ATTORNEY 

NOTICE IS HEREBY GIVEN THAT /Y,,fl!J::" b4t{J4A.. . the CJlt. of Ferrovia Services, 

LLC ("the Company"), a __ /.?c -""'------ - established under the laws of $-u;fl,w,£t[ . and of the 

subsidiary enUlies shown on the list appended hereto, does hereby appoint Jill Cilmi and Elizabeth A. Dawson 

attomeys-ln-fact for the Company and for the subsidiary entities, to act for the Company and for the subsidiary enlities 

and In the name of the Company and of the subsidiary entities for lhe limited purposes authorized herein. 

The Company and the subsidiary entities, having taken all necessary steps to authorize the changes and the 

establishment of this Power of Attorney, hereby grants its attorneys-in-fact the power to execute the documents 

necessary to change the Company's and the subsidiary entities' registered agent and registered office, or the agent 

and office of similar import, in any jurisdiction. 

In the execution of any documents necessary for the purposes set forth herein, Jill Cilmi shall exercise the power of 

Vice President and Elizabeth A. Dawson shall exercise the power of Secretary, or, in the case of entities having 

managers or other positions of authority rather than officers such as Vice President or Secretary, the named individuals 

shall act in such office and with such authority as is required to effect the changes herein rontemplated. 

This Power of Attorney expires upon the earlier to occur of (a) completion and filing of the documents necessary to 

effect the changes in registered agent and registered office addresses contemplated herein, or (b) six (6) months after 

the Effective Date set forth below. The Company may revoke this Power of Attorney at any time by notice to Jill Cilmi 

and Elizabeth A. Dawson. 

IN WITNESS WHEREOF the undersigned has executed this Power of Attorney on this / 6 day of~ , 2017 

(the • Effective Date"). 

Ferrovia Services, LLC 

BY: 

g 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 54 of 88
EXHIBIT E

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 55 of 88
', 

I 

RECEIVED 1 tmnllll~ i1111IITTttllM1 f 1 ~ij@111111 , 

JUN 1 5 2017 

AfUZONA

COftPOAA

COf\

TIONI 

P, IJIY~ --,,• 

05960538 

DO NOT WRITE ABOVE lli!S LINE; RESERVED FOR ACCUSE ONLY. 

LLC STATEMENT OF CHANGE 

OF KNOWN PLACE OF BUSINESS ADDRESS OR STATUTORY AGENT 

Read the Instructions J.Q2Qi 

NOTE - no matter what is being changed, numbers 1, 2, 3.1, 4.1, and 4.2 must be completed. 

The form will be rejected if those sections are not completed. 

1. ENTI TY NAME - give the exact name of t he LLC as currently shown in A.C.C. records: 

Ferrosafe Holdings, LLC 

2. A.C.C. FILE NUMBER: L20520681 

Find the A.C.C. file number on the...,.u=p-=-pe=r-=co=r-=-ne=r-=o~tt=ite,....,d~a=o=cu=m,....,e=nts~O-R-=o=-n -=ou=r-w"""'e""bs=,t=e-=- at""": -rh=tt-=-p :...,77,... w-w.,..,w-=,a=zc=c.-=g=ov.,.,./ D""1""' vl=s1o=n=s1.,,.t..,,.o=rp=-or=a=tio=n=s--

3. ARIZONA KNOWN PLACE OF BUSINESS ADDRESS: 

3.1 REQUIRED - list t he known place of 3.2 Optional - List the NEW known place of 

business address currently shown in A.C.C. business address in Arizona (must be a 

records (before any changes): street or physical address): 

Attention (optional) Attention ( optional) 

7280 North Glen Harbor Boulevard 

Address 1 Address 1 

Address 2 (optional) Address 2 ( optional) 

City Glendale AZ 85307 

State Zip City State Zip 

3.3 If you complete d 3.2, is the NEW known place of business address in Arizona the same as 

the street address of the statutory ag_ent? • Yes • No 

4 . CURRENT OR EXISTING STATUTORY AGENT - list the name and addresses of the 

statutory agent as shown in the records of the Arizona Corporation Commission before any 

changes (this is the existing statutory agent): 

4 .1 REQUIRED - list the name and physical 

or street address ( not a P.O. Box) in 

Arizona of the existing statutory agent : 

John Rumble 

Statutory Agent Name 

Attention ( optional) 

7280 North Glen Harbor Boulevard 

Address I 

Address 2 (optional) 

City Glendale 

L020.001 

Rev: 2010 

AZ 

State 

85307 

Zlo 

4 .2 REQUIRED - list the mailing address 

(if one exists in A.C.C. records) in Arizona 

of the existing Statutory Agent: 

Attention (optional) 

7280 North Glen Harbor Boulevard 

Address 1 

Address 2 { optional) 

n1'v Glendale 

AZ 85307 

State Zip 

Arizona Co<po,ation Commission - Corporations Divis,on 

Page 1 ol 3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 56 of 88
4 .3 0 CHANGE IN EXI STING STATUTORY AGENT NAME ONLY - if the name only of 

the existing statutory agent listed in number 4.1 above has changed, but a new 

agent has not been appointed, check the box and give the new name of the 

existing statutory agent below: 

4 .4 CHANGE IN EXISTING STATUTORY AGENT ADDRESS - check all that apply 

and follow instructions: 

0 STREET ADDRESS CHANGED - complete number 4.5. 

0 MAILING ADDRESS CHANGED - complete number 4.6. 

4.5 NEW STREET ADDRESS - give the NEW 4.6 NEW MAILING ADDRESS - give the NEW 

physical or street address (not a P.O. Box) mailing address in Arizona of the existing 

in Arizona of the existing statutory agent: statutory agent (can be a P.O. Box): 

Attention {optional) Attention {optional) 

Address l Address l 

Address 2 (optional) Address 2 (optional) 

Citv State Zip City State Zin 

s. l8.I NEW STATUTORY AGENT - if a new statutory agent is being appointed, check the box 

and complete the following for the NEW statutory agent: 

5 .1 REQUIRED - give the name (can be an 5 .2 OPTIONAL - mailing address in Arizona of 

individual or an entity) and physical or NEW Statutory Agent (can be a P.O. Box): 

street address (not a P.O. Box) in Arizona 

of the NEW statutory agent: 

Corporation Service Company 

Statutory Agent Name 

Attention (optional) Attention ( optional) 

2338 W. Royal Palm Road, Suite J 2338 W. Royal Palm Road, Suite J 

Address l Address l 

Address 2 ( optional) Address 2 (optional) 

AZ 85021 AZ 85021 

City Phoenix State Zip City Phoenix State Zip 

5 .3 REQUIRED - if you are appointing a new statutory agent, the Statutory Agent Acceptance 

L020.001 

Rev: 2010 

form M002 must be submitted along with this Statement of Change form. 

Arizona Co,poration Commission - Corporations Division 

Page 2 of 3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 57 of 88
SIGNATURE - see Instructions L020i for who is authorized to make changes: 

If the person signing this form is the existing statutory agent changing its own address, then by the 

signature appearing below, the existing statutory agent certifies under penalty of perjury that he or 

she has given the LLC named in number 1 above written notice of the address change. 

By checking the box marked "I accept" below, I acknowledge under penalty of perjury 

that this document together with any attachments is submitted in compliance with 

Arizona law. 

~ I ACCEPT 

Jill Cilmi, Vice President on behalf of 06/13/2017 

Printed Name Date 

REQUIRED - check only one and fill in the corresponding blank if signing for an entity: 

D I am the individual Manager of ~ I am a Member of this member- D I am a Statutory Agent 

this manager-managed LLC or I managed LLC or I am signing for an changing only my own address 

am signing for an entity entity member named: and/or my own name. 

manager named: 

RUMBLE SPRAY INC 

Filing Fee: $5.00 (regular processing) 

Expedited processing - add $35.00 to filing fee. 

All fees are nonrefundable - see Instructions. 

Mail: Arizona Corporation Commission - Corporate Filings Section 

1300 W. Washington St., Phoenix, Arizona 85007 

Fax: 602-542-4100 

Please be advised that A.C.C. forms renect only the minimum provisions required by statute. You should seek private legal counsel for those matters that may p,,rtain 

to the individual needs of your business. 

All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. 

If you have questions after reading the Instructions, please call 602·542-3026 or (within Arizona only) 800·345·5819. 

L020.001 

Rev: 2010 

Arizona Corporation Commission - Corporations Division 

Page 3 of 3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 58 of 88
DD NOT WRITE ABOVE THIS LINE; RESERVED FOR ACT; USE ONLY. 

STATUTORY AGENT ACCEPTANCE 

Please read Instructions M.QQ.Zi 

1. ENTITY NAME - give the exact name in Arizona of the corporation or LLC that has appointed the 

Statutory Agent (this must match exactly the name as listed on the document appointing the 

statutory agent, e.g., Articles of Organization or Article of Incorporation): 

Ferrosafe Holdings, LLC 

2. STATUTORY AGENT NAME - give the exact name of the Statutory Agent appointed by the 

entity listed in number 1 above (this will be either an individual or an entity). NOTE - the name 

must match exactly the statutory agent name as listed in the document that appoints the 

statutory agent (e.g. Articles of Incorporation or Articles of Organization), including any middle 

initial or suffix: 

Corporation Service Company 

3. STATUTORY AGENT SIGNATURE: 

By the signature appearing below, the individual or entity named in number 2 above 

accepts the appointment as statutory agent for t he entity named in number 1 above, and 

acknowledges that the appointment is effective until the appointing entity replaces the statutory 

agent or the statutory agent resigns, whichever occurs first. 

The person signing below declares and certifies under penalty of perjury that the information 

contained within this document together with any attachments is true and correct, and is 

submitted in compliance with Arizona law. 

Corporation Service Company • 

By: ~ t_~bt.R Grace E. Kirby, Assistant Vice President 06/13/2017 

Printed Name bate 

REQUIRED - check only one: 

• Individual as statutory agent: I am 

signing on behalf of myself as the individual 

(natural person) named as statutory agent. 

Filing Fee: none (regular processing) 

Expedited processing - not applicable. 

All fees are nonrefundable - see Instructions. 

18] Entity as statutory agent: I am signing on 

behalf of the entity named as statutory agent, 

and I am authorized to act for that entity. 

Mail: Arizona Corporation Commission - Corporate Filings Section 

1300 W. Washington St., Phoenix, Arizona 85007 

Fax: 602-542-4100 

Please be advised that A.C.C. forms reflect only tt,e minimum provisions required by statute. You should seek private legal counsel for those matters that may pertain 

to the individual needs of your business. 

All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. 

If you have questions after reading the Instructions, please call 602·542-3026 or (within Arizona only) 800-345·5819. 

M002.003 

Rev: 9n014 

Arizona Corporation Commisslon - Corpo,alioos DMsion 

Page 1 of 1 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 59 of 88
DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACCUSE ONLY. 

LLC STATEMENT OF CHANGE 

OF KNOWN PLACE OF BUSINESS ADDRESS OR STATUTORY AGENT 

Read the Instructions L020i 

NOTE - no matter what is being changed, numbers 1, 2, 3.1, 4.1, and 4.2 must be completed. 

The form will be rejected if those sections are not completed. 

1. ENTITY NAME - give t he exact name of the LLC as currently shown in A.C.C. records: 

Ferrosafe Holdings, LLC 

2. A.C.C. FILE NUMBER: L20520681 

Find the A.C. C. file number on the-u-pp- e-r-co-rn- e-r-of~f-1led~a=oc=u=m-e=nt=s-o-R-o~n =ou_r_w=e""'bs"',t,,-e ""ate--: =ht=tp.,...:7~7-w...,ww-.~az=c=c.""'"90.,...v,.,,/D...,,v,..,,.s=1o""n=s7.,,.c=or=p=or=at=1o=n=s --

3. ARIZONA KNOWN PLACE OF BUSINESS ADDRESS: 

3 .1 REQUIRED - list the known place of 3.2 Optional - List the NEW known place of 

business address currently shown in A.C.C. · business address in Arizona (must be a 

records (before any changes): street or physical address): 

Attention (optional) Attention (optional) 

7280 North Glen Harbor Boulevard 

Address l Address 1 

Address 2 \optional) Address 2 ( optional) 

City Glendale 

AZ. 85307 

State Zip City State Zip 

3.3 If you completed 3 .2 , is t he NEW known place of business address in Arizona the same as 

the street address of the statutory agent? • Yes • No 

4 . CURRENT OR EXISTING STATUTORY AGENT - list the name and addresses of the 

statutory agent as shown in the records of the Arizona Corporation Commission before any 

changes (this is the existing statutory agent): 

4 .1 REQUIRED - list t he name and physical 

or street address (not a P.O. Box) in 

Arizona of the existing statutory agent : 

John Rumble 

Statutory Agent Name 

Att~ntion (optional) 

7280 North Glen Harbor Boulevard 

Adelress 1 

Address 2 (optional) 

City Glendale 

L020.001 

Rev: 2010 

AZ. 

State 

85307 

Zic 

4.2 REQUIRED - list the mailing address 

(if one exists in A.C.C. records) in Arizona 

of the existing Statutory Agent: 

Attention (optional) 

7280 North Glen Harbor Boulevard 

Address l 

Address 2 (optional) 

utv Glendale 

AZ. 85307 

State Zin 

Ari,ona Corporation Comm;sslon - Co<poralions Division 

Pege 1 of3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 60 of 88
4.3 0 CHANGE IN EXISTING STATUTORY AGENT NAME ONLY - if the name only of 

the existing statutory agent listed in number 4.1 above has changed, but a new 

agent has not been appointed, check the box and give the new name of the 

existing statutory agent below: 

4 .4 CHANGE IN EXISTING STATUTORY AGENT ADDRESS - check all that apply 

and follow instructions: 

0 STREET ADDRESS CHANGED - complete number 4.5. 

0 MAILING ADDRESS CHANGED - complete number 4.6. 

4 .5 NEW STREET ADDRESS - give the NEW 4.6 NEW MAILING ADDRESS - give the NEW 

physical or street address (not a P.O. Box) mailing address in Arizona of the existing 

in Arizona of the existing statutory agent: statutory agent (can be a P.O. Box): 

Attention (optional) Attention (optional) 

Address I Address l 

Address 2 ( optional) Address 2 (optional) 

r-;,., State Zip Qty State Zio 

5. 181 NEW STATUTORY AGENT - if a new statutory agent is being appointed, check the box 

and complete the following for the NEW statutory agent: 

5.1 REQUIRED - give the name (can be an 5.2 OPTIONAL - mailing address in Arizona of 

individual or an entity) and physical or NEW Statutory Agent (can be a P.O. Box): 

street address (not a P.O. Box) in Arizona 

of the NEW statutory agent: 

Corporation Service Company 

Statutory Agent Name 

Attention ( optional) Attention (opt ional) 

2338 W. Royal Palm Road, Suite J 2338 W. Royal Palm Road, Suite J 

Address l Address 1 

Address 2 ( optional) Address 2 ( optional) 

AZ. 85021 AZ. 85021 

Citv Phoenix State Zip City Phoenix State Zip 

5.3 REQUIRED - if you are appointing a new statutory agent, the Statutory Agent Acceptance 

L020.001 

RW. 2010 

form M002 must be submitted along with this Statement of Change form. 

Arizona Co<l)oratlon Commission - Co<J>O<ations ONision 

Page2 o(3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 61 of 88
SIGNATURE - see Instructions L020I for who is authorized to make changes: 

If the person signing this form is the existing statutory agent changing its own address, then by the 

signature appearing below, the existing statutory agent certifies under penalty of perjury that he or 

she has given the LLC named in number 1 above written notice of the address change. 

By checking the box marked "I accept" below, I acknowledge under penalty of perjury 

that this document together with any attachments is submitted in compliance with 

Arizona law. 

[8] I ACCEPT 

Jill Cilmi, Vice President on behalf of 06/13/2017 

Printed Name Date 

REQUIRED - check only one and fill in th·e corresponding blank if signing for an entity : 

0 I am the individual Manager of lg] I am a Member of this member- 0 I am a Statutory Agent 

this manager-managed LLC or I managed LLC or I am signing for an changing only my own address 

am signing for an entity entity member named: and/or my own name. 

manager named: 

RUMBLE SPRAY INC 

Filing Fee: $5.00 (regular processing) 

Expedited processing - add $35.00 to filing fee. 

All fees are nonrefundable - see Instructions. 

Mall: Arizona Corporation Commission - Corporate Filings Section 

1300 W. Washington St., Phoenix, Arizona 85007 

Fax: 602-542-4100 

Please be advised that A.C.C. forms reflect only the minimum proviSions requir ed by statute. You should seek private legal counsel for those matters that may pertain 

to the individual needs of your business. 

All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. 

If you have questions a~er reading the Instructions, please call 602·542·3026 or ( within Arizona only) 800-345-5819. 

L020.001 

Rev: 2010 

Arizona Corpo,alion Commission - Co<ponllions Division 

Page 3 of 3 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 62 of 88
DO NOT WRITE ABOVE THIS LINE; RESERVED FOR ACCUSE ONLY. 

STATUTORY AGENT ACCEPTANCE 

Please read Instructions MJJ.Q21 

1. ENTITY NAME - give the exact name in Arizona of the corporation or LLC that has appointed the 

Statutory Agent (this must match exactly the name as listed on the document appointing the 

statutory agent, e.g., Articles of Organization or Article of Incorporation): 

Ferrosafe Holdings, LLC 

2. STATUTORY AGENT NAME - give the exact name of the Statutory Agent appointed by the 

entity listed in number 1 above (this will be either an individual or an entity). NOTE - the name 

must match exactly the statutory agent name as listed in the document that appoints the 

statutory agent (e.g. Articles of Incorporation or Articles of Organization), including any middle 

initial or suffix: 

Corporation Service Company 

3. STATUTORY AGENT SIGNATURE: 

By the signature appearing below, the individual or entity named in number 2 above 

accepts the appointment as statutory agent for the entity named in number 1 above, and 

acknowledges that the appointment is effective until the appointing entity replaces the statutory 

agent or the statutory agent resigns, whichever occurs first. 

The person signing below declares and certifies under penalty of perjury that the information 

contained within this document together with any attachments is true and correct, and is 

submitted in compliance with Arizona law. 

Corporation Service Company . • 

By: ~ 'C.~b\__, Grace E. Kirby, Assistant Vice President 06/13/2017 

Signature \ Printed Name Date 

REQUIRED - check only one: 

• Individual as statutory agent: I am 

signing on behalf of myself as the individual 

(natural person) named as statutory agent. 

Filing Fee: none (regular processing) 

Expedited processing - not applicable. 

All fees are nonrefundable - see Instructions. 

18] Entity as statutory agent: I am signing on 

behalf of the entity named as statutory agent, 

and I am authorized to act for that entity. 

Mail: Arizona Corporation Commission - Corporate Filings Section 

1300 W. Washington St., Phoenix, Arizona 85007 

Fax: 602-542-4100 

Please be advised that A.C.C. forms reflect only the minimum p,ovlslons required by statute. You shOuld see~ private legal counsel for those matters that may pertain 

to the individual needs of your business. 

All documents filed with the Arizona Corporation Commission are public record and are open for public inspection. 

If you have questions a~er reading the Instructions, please call 602-542-3026 or (within Arizona only) 800-345·5819. 

M002.003 

Rev: 9/2014 

Arizona Corporation Commission - Corpor.,Uons Division 

Page 1 of 1 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 63 of 88
STATE OF 

COUNTY OF 

POV\tl;R OF ATTORNEY 

NOTICE IS HEREBY GIVEN THAT ~ 6'19tt,/J~A. . the GIit. of Ferrovia Seivlces, 

LLC ("the Company"), a ft< established under the laws of JJc-ufw,,,£6' , and of the 

subsidiary enUlies shown on the list appended hereto, does hereby appoint Jill Cllmi and Elizabeth A. Dawson 

attorneys-in-fact for the Company and for the subSidiary entities, to act for the Company and for the subsidiary entities 

and In the name of the Company and of the subsidiary entities for the limiled purposes authorized herein. 

The Company and the subsidiary entities, having taken all necessary st.eps to authorize the changes and the 

establishment of this Power of Attomey, hereby grants its attorneys-in-fact the power lo execute !he documents 

necessary to change the Company's and the subsidiary entities' registered agent and registered office, or the agent 

and office of slmilar import, in any jurisdiction. 

In the execuUon of any documents necessary for the purposes set forth herein, Jill Cilml shall exercise the power of 

Vice President and Elizabeth A. Dawson shaH exercise the power of Secretary, or, in the case of entities having 

manage<s or other positions of authority rather than officers such as Vice President or Secretary, the named individuals 

shall act in such office and with such authority as Is required to effect the changes herein contemplated. 

This Power of Attorney expires upon the earlier to occur of (a) completion and fifing of the documents necessary to 

eff~t the changes in registered agent and registered office addresses contemplated herein, or (bl six (6) months after 

the Effective Date set forth below. The Company may revoke this Power of Attorney al any time by notice to JiN CUml 

and Elizabeth A. Dawson. 

IN WITNESS WHEREOF the undersigned has executed this Power of Attorney on this /~ day of~ 2017 

(the "Effective Date"). 

Ferrovia Services, LLC 

BY: 

< ' I 

' ' 

·. ~ ) ' 1t-· . ; / 

_! a # 

... 

. 

. 

m his /¢dayof //JtJJ..d., . 20/~ . 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 64 of 88
EXHIBIT F

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 65 of 88
P.O. BOX 136

JACKSON, MS 39205-0136

TELEPHONE: (601) 359-1633

F0108 2014150941

2014 LLC Annual Report

Business Information

Business ID: 1023263 Business Name: Ferrosafe, LLC

State of Incorporation: MS Business Email: kristenharwell@ferrosafe.com

Phone: (***)***- 

FEIN: ** -*******

Principal Address: 1220 Lyncrest Avenue

Jackson, MS 39202

Registered Agent

Name: Harwell, Robert

Address: 1220 Lyncrest Avenue

Jackson, MS 39202

Managers and Members

Managers

Name: Address:

Kristen Harwell 

Manager

1220 Lyncrest Avenue

Jackson, MS 39202

Fee: $ Business ID: 1023263

Filed: 11/21/2014 10:56 AM

C. Delbert Hosemann, Jr.

Secretary of State

DELBERT HOSEMANN 

Secretary of State 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 66 of 88
Officers

Title/Name: Address: Director:

President: 

Vice President: 

Secretary: 

Treasurer: 

 This LLC has a written Operating Agreement.

NAICS Code/Nature of Business

561730 - Landscaping Services

Signature

By entering my name in the space provided, I certify that I am authorized to file this

document on behalf of this entity, have examined the document and, to the best of my

knowledge and belief, it is true, correct and complete as of this day 11/21/2014.

Name: Address:

Kristen Harwell 

Manager

1220 Lyncrest Avenue

Jackson, MS 39202

• 

• 

• 

• 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 67 of 88
Officers List

Name: Address:

Robert Harwell

Organizer

1220 Lyncrest Avenue

Jackson, MS 39202

Kristen Harwell

Manager

1220 Lyncrest Avenue

Jackson, MS 39202

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 68 of 88
EXHIBIT G

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 69 of 88
P.O. BOX 136

JACKSON, MS 39205-0136

TELEPHONE: (601) 359-1633

F0108 2015342268

2015 LLC Annual Report

Business Information

Business ID: 1023263 Business Name: Ferrosafe, LLC

State of Incorporation: MS Business Email: kristenharwell@ferrosafe.com

Phone: (***)***- 

FEIN: ** -*******

Principal Address: 1880 Lakeland Drive, Suite F

Jackson, MS 39216

Registered Agent

Name: Harwell, Robert

Address: 1220 Lyncrest Avenue

Jackson, MS 39202

Managers and Members

Managers

Name: Address:

Kristen Harwell 

Manager

1880 Lakeland Drive, Suite F

Jackson, MS 39216

Fee: $ Business ID: 1023263

Filed: 06/04/2015 09:09 PM

C. Delbert Hosemann, Jr.

Secretary of State

DELBERT HOSEMANN 

Secretary of State 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 70 of 88
Officers

Title/Name: Address: Director:

President: 

Vice President: 

Secretary: 

Treasurer: 

 This LLC has a written Operating Agreement.

NAICS Code/Nature of Business

561730 - Landscaping Services

Signature

By entering my name in the space provided, I certify that I am authorized to file this

document on behalf of this entity, have examined the document and, to the best of my

knowledge and belief, it is true, correct and complete as of this day 06/04/2015.

Name: Address:

Kristen Harwell 

Manager

1880 Lakeland Drive, Suite F

Jackson, MS 39216

• 

• 

• 

• 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 71 of 88
Officers List

Name: Address:

Robert Harwell

Organizer

1220 Lyncrest Avenue

Jackson, MS 39202

Kristen Harwell

Manager

1880 Lakeland Drive, Suite F

Jackson, MS 39216

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 72 of 88
EXHIBIT H

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 73 of 88
~ington 

icensing Service 

RENEWYOUR 

Corporation or LLC .. 

RUMBLE SPRAY,INC. 

UBI : 601314043 

Thank you for renewing online 

Your annual report has been completed and submitted. Please print this receipt for 

your records and allow 14 days to receive your license document in the mail. 

Completed date and time: Mar 31 2015 2 :27PM PacificTime 

Transaction number: 2015 090 5135 

Payment type: E-Check 

Your company 

Company name: RUMBLE SPRAY, INC. 

Unified businessID: 60 1 314 043 

State of incorporation : Washington 

Date of incorporation : 04/22/1991 

Expiration date : 04/30/2016 

Business information 

Principal place of business: 500 First Ave 

PO Box 1709 

Company telephone 

number: 

Company email address: 

Does your company own 

real property (including 

leasehold interests) in 

Washington? 

Nature of business 

Type: 

Governing people 

JOHN RUMBLE 

JASON RUMBLE 

Jacob Cover 

Jeff Welsh 

Robert Harwell 

Zillah, Washing:on 98953 

United States 

(509) 829 5600 

None provided 

No 

Other Services 

President 

Treasurer 

Chairman of the Board 

Director 

Vice President 

Director 

Director 

Secretary 

Director 

Director 

Your fees 

Domestic Profit $ 60.00 Corporation: 

Renewal application $ 11.00 fee: 

Total fees: $ 71.00 

Previous payment: $ 0.00 

Total amount $ 71.00 charged: 

81 FLAGSTONE LANE 

SUNNYSIDE, Waslington 98944 

United States 

2964 N GRANGER ROAD 

ZILLAH, Washing:on 98953 

United States 

601 Rainier Ave 

PO Box 1710 

Zillah, Washington 98953 

United States 

2506 Oak Bowery Rd 

Opelika, Alabama 36801 

United States 

1220 Lyncrest Ave 

Jackson, Mississippi 39202 

United States 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 74 of 88
Registered agent 

Agent type on file: 

Agent on file: 

Agent's office street 

address on file: 

Agent's mailing address on 

file: 

Person completing this renewal 

Submitted By: ___ Jacob Cover 

Title: Director 

Individual 

JOHN D RUMBLE 

500 1ST AVE 

ZILLAH, Washingon 98953 

United States 

PO BOX 1709 

ZILLAH, Washingon 989531709 

United States 

Renewal certification: I am the person listed above and I certify under penalty of perjury 

that the renewal information submitted is true and correct to the 

best of my knowledge. I understand that deliberately submitting false 

information may be punishable as a gross misdemeanor. RCW 

43.07.210 

Home 6 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 75 of 88
EXHIBIT I

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 76 of 88
Office of the Secretary of State 

Corporations & Charities Division 

RETUR;\' COi\lPLETED FOR,\I AND PA \',\IENT TO: 

(Checks made payable to ·secretary of State? 

801 Capitol Way South 

PO Box 40234 

Olymp,a, WA 98504-0234 

FILED 

SECRETARY OF STATE 

MAY 02, 2016 

STATE OF WASHINGTON 

INITIAL REPORT 

FEE: $10.00 

05/02/16 3167326-

001 

$10.00 K 

tid: 3235762 

Entity Name: FERROSAFE, LLC 

Payment Due By; 4/29/2016 

Unified Business Identifier: 603-572-389 

State of Incorporation: AZ 

lnc./Qual. Date: 12/31/2015 

TYPE OR PRINT ALL INFORMATION IN DARK INK 

Current Registered AgenUOffice 

JACOB COVER 

500 1ST AVE 

ZILLAH, WA 98953 

Registered AgenUOffice Changes (Changes must be approved by the Board of Directors) 

New Registered Agent Name ______________________ _ 

Consent to 

Appolntment, _____ =~-=-~~~~--------------

Signature of New Registered Agent 

Required Street 

Address _______________________ _ 

City _______________ State WA Zip Code ________ _ 

Optional Mailing Address._,_Po~~8~o-')C'-~l~?_O~'j'-----------------

City 'Z..C,<-L.l'U, State WA Zip Code_'ll_&:i:~5~3~-----

REPORT SECTION MUST BE FILLED IN COMPLETELY - DO NOT LEAVE SPACES BLANK 

Principal place of business in WA DYES ,Soo j:";..,,. + Av-e_ -z.; /14 1, WA '1~53 • NO ------A-d-dr-e~ss'-----------c,-.,,~-------- ---,~;p~---

Nature of Business V.e:,e-io,-t-.•O'I "'k,,,,,.:,enw,+Se,.,;«A,.) Telephone~ in.<t-sb:Ji:, Email Q.c:=--h·~~• C-"1 

Foreign Entities • Principal office address. 

'l'.2.~0 N. GI ..... U..,.bor 8\vd 6 105 A'Z... 

Address City · State z;p 

D CORPORATION: Print or type names and addresses of ALL corporate officers and directors (attach additional fist it necessary). 

~ LLC: Print or type names and addresses of Members or Managers (attach additional fls1 if necessary). 

-:roH"" P R...,n,&(.£ PRe.s.toe,,vf' /'Z.7-z.o c.v. rtlo,,-1.1,allo L;+v&:<iiclPov1c At. 

Name Title Address City State 

1/J:c.e. Pii'£.s~-r ?.. q '-'-1 "'. Gn.nstr Rel. Z..llo.1⁄2 WA 

Trtfe Address City State 

'Ul) b Do. le .R-,." ~ 0~1;1:;,,.. AL 

Name Tlf/e Address City State 

c~o lgl'.2. Cool'cll5 \7e>'JD l?d .A,.l,..v., AL 

Name Title Address City State 

I??-;- '=CM31e~+- c+ L_.,.rc,.,,,;~ t.vY 

Title Address City Stare 

• ~ CrM.!YYd-+e C,?°o 

SIGNATURE Type or Print Name and Title 

CORPORATIONS INFORMATION AND ASSISTANCE - 360/725-0377 

Country 

85340 

z;p 

't8953 

z;p 

3"8ot 

z;p 

3'18JO 

z;p 

Date 

Rev. 01-006 4/14 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 77 of 88
EXHIBIT J

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 78 of 88
Annual Report 

BUSINESS INFORMATION

Business Name: 

RUMBLE SPRAY, INC.

UBI Number: 

601 314 043

Business Type: 

WA PROFIT CORPORATION

Business Status: 

ACTIVE

Principal Office Street Address: 

500 1ST AVE, ZILLAH, WA, 98953, UNITED STATES

Principal Office Mailing Address: 

PO BOX 1709, ZILLAH, WA, 98953-1709, UNITED STATES

Expiration Date: 

04/30/2021

Jurisdiction: 

UNITED STATES, WASHINGTON

Formation/Registration Date: 

04/22/1991

Period of Duration: 

PERPETUAL

Inactive Date: 

Nature of Business: 

OTHER SERVICES, ASSET RENTAL

REGISTERED AGENT RCW 23.95.410

PRINCIPAL OFFICE

Phone:

Email:

ANNUALREPORTS@CSCGLOBAL.COM

Filed

Secretary of State

State of Washington

Date Filed: 04/28/2020 

Effective Date: 04/28/2020 

UBI #: 601 314 043

Registered Agent Name Street Address Mailing Address

CORPORATION 

SERVICE COMPANY

300 DESCHUTES WAY SW STE 208 MCCSC1, TUMWATER, WA, 98501, UNITED 

STATES

300 DESCHUTES WAY SW STE 208 MCCSC1, TUMWATER, WA, 98501, UNITED 

STATES

This document is a public record. For more information visit www.sos.wa.gov/corps Work Order #: 2020042800233477 - 1

Received Date: 04/28/2020

Amount Received: $60.00

sns 

Office of the Secretary of State 

Corporations & Charities Division 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 79 of 88
Street Address:

500 1ST AVE, ZILLAH, WA, 98953, USA

Mailing Address:

PO BOX 1709, ZILLAH, WA, 98953-1709, USA

GOVERNORS

NATURE OF BUSINESS

 OTHER SERVICES

 ASSET RENTAL

EFFECTIVE DATE 

Effective Date: 

04/28/2020

CONTROLLING INTEREST 

1. Does your entity own real property such as land or buildings (including leasehold interests) in Washington? 

NO

2. As of January 1, 2019, has there been a transfer of stock, other financial interest change, or an option agreement exercised that 

resulted in a transfer of at least 16? percent interest in the entity? 

NO

 a. If “yes”, has the transfer of stock, other financial interest change, or an option agreement exercised resulted in a transfer of 

controlling interest (50 percent or greater)? 

NO

3. As of January 1, 2019, has an option agreement been executed allowing for the future purchase or acquisition of the entity? 

NO

You must report a Controlling Interest Transfer Return IF: you answered "yes" to questions 1 AND 2a.

Failure to report a Controlling Interest Transfer is subject to penalty provisions of RCW 82.45.220.

For more information on Controlling Interest, visit www.dor.wa.gov/REET.

RETURN ADDRESS FOR THIS FILING

Attention:

Email:

Address:

UPLOAD ADDITIONAL DOCUMENTS

Do you have additional documents to upload? No

EMAIL OPT-IN

 By checking this box, I hereby opt into receiving all notifications from the Secretary of State for this entity via email only. I 

Title Type Entity Name First Name Last Name

GOVERNOR INDIVIDUAL ALLEN BLYTHE

This document is a public record. For more information visit www.sos.wa.gov/corps Work Order #: 2020042800233477 - 1

Received Date: 04/28/2020

Amount Received: $60.00

• 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 80 of 88
acknowledge that I will no longer receive paper notifications. 

AUTHORIZED PERSON

 I am an authorized person. 

Person Type:

INDIVIDUAL

First Name:

ALLEN

Last Name:

BLYTHE

Title: 

PRESIDENT

This document is hereby executed under penalty of law and is to the best of my knowledge, true and correct. 

This document is a public record. For more information visit www.sos.wa.gov/corps Work Order #: 2020042800233477 - 1

Received Date: 04/28/2020

Amount Received: $60.00

• 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 81 of 88
EXHIBIT K

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 82 of 88
a 509 829 5600 E3 i rumble@lferrosafe com » f 

ABOUT SERVICES INDUSTRIES LOCATIONS CONTACT US 

Who We Are 

The people behind the I hard-hats are truly the ones you do business 1esswith. We strongly strongly 

believe believe that good business starts with good relationships 1nships. 

Who We Are 

Personnel Ferrosaf e currently maintains a full-time staff of over 30 employees. We also maintain a steady stream 

of qualified applicants thanks to ou r ded icated human resources manager.Jenny Katz. Should the amount of work 

we are awarded require additional personnel, we pla n to first re-assign current employees and supplement those 

efforts by training additional personnel according to the systemic processes outlined in documents we send to you 

during the beginning stages of a job 

our field staff includes field managers and quality-check specialists who provide ground level day-today guidance 

and supervision in addition to their work duties. 

On the mechanical side, when required by project-sensitive concerns, we util ize a deep bench of contractors with 

special areas of expertise, w e also supplement our mechanical field staff by having interns from natural resources 

schools at nearby u niversities work under the direct guidance of our field managers. This practice has afforded us 

the opportunity to grow our team by placing well-rounded and knowledgeable people in permanent positions 

within our organization. 

Each member of ou r field staff spends upwards of 100 hours working directly alongside a manager, and each 

Ferrosafe crew includes operators licensed in pesticide and herbicide application. All of our employees undergo 

background checks and safety training in compliance with Class I requirements such as eRailsafe, RWP safety 

training and railroad contractor orientation courses. 

We believe thar safecy is rhe first and most important consideration in every project, 

and we operate accordingly. 

The below listed personnel are directly involved in operations management with many years of experience in 

pesticide applications in environments such as that presented by your company. All of our applicators carry 

appropriate licenses. 

We are members of the National Railroad Contract on Association. allowing our team of applicators to attend 

these meetings each year in Indianapolis, Indiana, wh ere they receive continued education as required by the 

states that they are licensed in. Each of our applicators also attend internal training sessions by our company to 

provide other levels of education dealing with specifi c needs. 

Several states also hold educational classes which our personnel attend when applicable. In addition, our 

company holds licenses in each state of operations as required by t he state, along with all needed perm its 

required to legally and safely perform services in all states of operations. 

John Rumble, Chairman 

of the Board 

John has a long h istory of over 45 years in the 

vegetation control market. As the chairman he 

continues to challenge the company towards a 

higher level of excellence and ethics and with his 

many years of experience offers counsel and 

direction for the board of directors. 

Jason Rumble, Chief 

Operating Officer 

Jason is Involved in all day-by-day direct 

communications with the management staff, 

railroad personnel, and supply companies. working 

to ensure that all operations are performed in a 

safe. smooth and efficient manner. Jason has been 

with the company for approximately 8 years. 

Dennis Worley, Director 

of Safety 

As Safety Director, He oversees the safety and 

compliance of all operations including: DOT, 

chemical handling and storage, railroad spraying, 

brush cutting abatement and OSHA. He also 

conducts weekly safety meetings. publish monthly 

safety letters. oversees the training of new hire 

Mark Gardner, Chief 

Financial Officer 

Mark ensures that the com panies administration 

systems, funding and rep orting are adeq uate in 

order to support operational capacity required at all 

levels of the company. He has over 30 years of 

executive financial experience. 

Jacob Cover, Office 

manager 

Jacob works to keep a smooth and effective flow of 

paperwork between staff. railroad personnel and 

other affected parties. He also handles all phases of 

accounting and other necessary documentation 

needed to keep dear documentation between 

compony and railroad. 

Ferrosafe provides com mercial vegetation 

managem ent services to the transportation and 

industrial sectors. With operations offices located in 

Washington, California, Alabama and Arizona and 

other assets strategically positioned based on 

customer needs. we can provide service across North 

Ameri ca. 

Ferrosafe strives to differentiate itself In the industry 

by approaching vegetation management with a 

customer-oriented. flexible perspective that 

complements operational capabil ities with strategic 

planning. 

Sl:!<1rchs1te Q 

Contact Ferrosafe 

A 7280 N. Glen Harbor Blvd. Ste. 105 Glendale, AZ 

85307 

\.. 509-829-5600 

info@ferrosafe.com Bi 

Contact us 

Email 

Type your message ... 

Enter Captcha 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 83 of 88
employees and the recertification of existing 

employees. 

Find our how Ferrosafe can serve your industry 

CONTACT FERRO SAFE 

Jason Rumble 

Po Box 1709 

Zillah, w a 98953 

Email: info@ferrosafe.com 

Phone: 509-829-5600 

00 

0 

Oops! Something went 

wrong. 

TlllS page dldn1 load Google Maps corredly. see 

http ://web .archive.or9"web/201S0824124616/http://ferrosafe.comlwho-we-are/ I 3/2/2020 1:36 AM {UTC) 

ABOUT FERROSAFE 

FerroSdfe is a eco-friend ly, environmentally Sdfe 

vegetation management company, serving industries 

like railroads, departments of transportation. 

utilities, and pipelines. All of these industries require 

strict government-approved standards of quality 

control and carbon-footprint impacts. 

We at FerroSdfe pride ou rselves in working Sdfety and 

efficiently from start to finish. From purchasing 

chemicals and equipment. all the way to application 

of herbicide, Ferrosafe is committed to excellence in 

every area of vegetation management. 

CONTACT FERROSAFE 

Name 

Email 

Type your message ... 

Enter Captcha 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 84 of 88
EXHIBIT L

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 85 of 88
http:ffferrosafe.com/contact-(ls/ I J/2/2020 1:08 AM (UTC) 

a 509-829 5600 Ea info@ferrosafe com » f 

ABOUT SERVICES INDUSTRIES 

CONTACT FERROSAFE 

FOR ALL YOUR QUESTIONS 

Let Us Know What 

Ferrosafe Can Do For 

You 

YOUR NAME 

YOUR MESSAGE 

Feel free to use any of the relevant contact information or the form to 

the right to get a hold of us here at Ferrosafe with your comment or 

question! 

CONTACT FERROSAFE 

Matt zoost 

Po Box 1709 

Zillah, Wa 989S3 

Email: info@ferrosafe.com 

Phone: 509-829-5600 

00 

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ABOUT FERROSAFE 

Ferrosafe is a eco-friendly. environmentally safe 

vegetation management company, serving industries 

like railroads, departments of transportation, utilities, 

and pipelines. All of these industries require strict 

government-approved standards of quality control 

and carbon-footprint impacts. 

We at Ferrosafe pride ourselves in working safely and 

efficiently from start to finish. From purchasing 

chemicals and equipment. a11 the way to application of 

herbicide, Ferrosafe is committed to excellence in 

every area of vegetation management. 

LOCATIONS EMPLOYMENT 

YOU R EMAI L 

CONTACT FERROSAFE 

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Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 86 of 88
EXHIBIT M

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 87 of 88
https://ferroviallc.com/con1act~s/ 1312/2020 1:05 AM (UTC) 

a 1-866-607-6529 Ea rcommocl:@)farrov1ollc.com ; f 

Mailing Address 

459 N Doan Rood, Suito B 

Auburn, AL 36830 

CONTACT US 

CONTACT FERROVIA 

FOR ALL YOUR QUESTIONS 

Let Us Know What 

Ferrovia Can Do For You 

Fool froe to use any of tho rolovant contact information or the 

form to the right to get a hold of us horo at Ferrovia with your 

comment or question! 

CONT ACT FERRO VIA 

Ryan Cammack 

459 N. Ocon Rood, Suite B 

Auburn. AL 36830 

Email: rcommock@lfcrroviollc.com 

Phone: l- 866- 607- 6529 

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ABOUT FERROVIA 

Fcrrovio is o cco--fricndly, onvironmentolly sole vegetation management 

company, serving industries lil:e railroads, deportments of transportation, 

utilities, and pipelines. All of these industries require strict, governmentapproved standards of quality control and carbon-footprint impacts. 

We o t Ferrovio pride ourselves in working safely and efliciently from start to 

finish. From purchasing chemicals and equipment, all the way to application of 

herbicide, Forrovio is comm itted to excellence in every area of vegetation 

monogemenl 

• 

Case 1:20-cv-21890-RNS Document 1 Entered on FLSD Docket 05/05/2020 Page 88 of 88