wb ¢ & ORIGINAL SUPERIOR COURT OF GWINNETT COUNTY STATE OF GEORGIA DAVID GOLDFARB, § § ~ ee ; Be AT1009~2 § Civil Action No. % § § DIGITAL INSURANCE LLC, fik/a 8 DIGITAL INSURANCE, INC., and d/b/a § 2 ONEDIGITAL HEALTH AND BENEFITS, § 2 3 8 aS Defendant. 8 zo bo 2 8 PLAINTIFFS ORIGINAL COMPLAINT e2 be 2 Fa 5 8 sem prac Plaintiff David Goldfarb (“Goldfarb” er “Plaintiff) files Plaintiff's Origital Cok (the “Complaint*) against Defendant Digital Insurance LLC, flv Digital Insurance, Inc., and d/b/a OneDigital Health and Benefits (“OneDigital” or “Defendant”), I, THE PARTIES 1, Plaintiff David Goldfarb is a Texas resident, who lives in Dallas, Texas and works at OneDigital’s office in Richardson, Texas. 2. Defendant was founded in 2000 under the name Digital Insurance, Inc, as a Delaware corporation registered to do business in Georgia with its principal place of business 200 Galleria Parkway, Suite 1950, Atlanta, Georgia 30339, On May 17, 2017, Digital Insurance, Inc. filed a certificate of withdrawal with the Georgia Secretary of State, The same day, Digital Insurance LLC was registered to do business in Georgia at the same address. Upon information and belief, Digital Insurance, Inc. was succeeded by Digital Insurance, LLC, a Delaware limited liability company registered to do business in Georgia, which now does business under the trade FLARCTIFFS ORIGINAL COMPLAINT PAGETa ao. name OneDigital Health and Benefits. Defendant may be served through its registered agent CT ‘Corporation System, 289 8, Culver Street, Lawrenceville, Georgia 30046. Il. JURISDICTION AND VENUE 3. This court has jurisdiction over this action because the claims and causes of action aise out of an agreement that is governed by Georgia law and provides that the courts in the State of Georgia shall have exclusive jurisdiction over any disputes arising under the agreement Additionally, Defendant maintains its registered agent and office in Gwinnett County, Georgia Moreover, Defendant transacts business in this state including, upon information and belief; in Gwinnett County, Georgia. 4, Venue is proper in this Court secause Defendant maintains its registered agent and office in Gwinnett County, Georgia, IL. FACTUAL BACKGROUND 5. Goldfarb has 17 years of exrerience as an insurance agent and broker. In September 2004, Goldfarb founded DSG Benefits Group, LLC (“DSG") in Dallas, Texas and operated that business successfully until 2012. 6 OneDigital has been in the insurance agency and brokerage business since 2000, and has grown significantly during that time. 7. In 2011, OneDigital approached Goldfarb regarding a potential acquisition of DSG. At the time, OneDigital had beea pursuing a number of acquisition targets similar to DSG and was aggressively growing its national footprint. To assist in that effort, OneDigital wes actively contemplating a restucturing and/or recapitalization involving Fidelity National Financial (“Fidelity”). PLAINTIFFS’ ORIGINAL COMPLAINT Pace?ae aoe On July 1, 2012, Goldfarb, DSG and OneDigital executed an Asset Purchase Agreement (“APA”) whereby OneDigital acquired the vast majority of DSG's business, including specifically designated client relationships and ongoing contracts. A copy of the Asset Purchase Agrocment is attached as Exhibit A. 9. The APA contains three specific provisions relevant to this lawsuit First, recognizing that OneDigital was “in the process of contemplating a restructure and/or recapitalization,” Section 1.4 of the APA provided that Goldfarb would be permitted to participate in the equity (the “Equity Rights”). Specifically, Section 1.4 states: As of the Closing, Purchaser is in the process of contemplating a restructure and/or recapitalization (“Recap”). If such Recap occurs at any time during the Eam-out Period (as defined below) and Purchaser makes equity available to its key employees, new employees, principal end/or acquisition targets, the Purchaser agrees to also make such equity available to other acquisition targets... 10. The Equity Rights were a highly negotiated portion of the APA because ‘OneDigital was actively contemplating « Recap event with Fidelity. 11. Second, the APA contained a robust Eam-Out provision (the “Eam-Out") that provided for additional payments to Goldfarb over the next four years to be calculated based on the expected total annual revenue. Section 2.1 of the APA outlines the Earn-Out Provision in detail and describes the method for calculating the Earn-Out in each of the four years following the execution of the APA. 12, Section 2.1.1 provides a method for verifying OneDigital’s Earn-Out calculations and expressly requires OneDigital to provide information to Goldfarb regarding how the Eam- Out was calculated, along with documents sufficient to permit Goldfarb to verify the caleulations. OncDigital is also required to “cooperate fully and promptly” with Goldfarb in PLAINTIFFS? ORIGINAL COMPLAINT PAGES