Exhibits 1 2

Exhibit 1
Exhibit 2
Feinstein, Eliezer Y.
From: Rollo, Richard P.

Sent: Wednesday, February 19, 2020 6:07 PM
To: Kelly, Christopher N.; Scolnick, Kahn A.; Gentile, Mark
Cc: Layne, Jonathan K.; Young, Lindsey; Shannon, Kevin R.; Golden, Mathew A.; Feinstein,
Eliezer Y.; Mammarella, Brian T. M.
Subject: RE: Craig T. Bouchard v. Braidy Industries, Inc., et al., C.A. No. 2020-0097-KSJM (Del. Ch.)
Chris,
We can agree to disagree, but I did not ever suggest that April 8 was workable/acceptable. We will let you
know how we intend to proceed after making a decision.
Thank you,
Rich
Richard P. Rollo
Richards, Layton & Finger, P.A.
(302) 651-7846 (direct)
(302) 981-0226 (cell)
rollo@rlf.com
From: Kelly, Christopher N. <ckelly@potteranderson.com>

To: Rollo, Richard P. <Rollo@RLF.com>; Scolnick, Kahn A. <KScolnick@gibsondunn.com>; Gentile, Mark
<gentile@RLF.com>
Cc: Layne, Jonathan K. <JLayne@gibsondunn.com>; Young, Lindsey <LSYoung@gibsondunn.com>; Shannon, Kevin R.
<kshannon@potteranderson.com>; Golden, Mathew A. <mgolden@potteranderson.com>; Feinstein, Eliezer Y.
<Feinstein@rlf.com>; Mammarella, Brian T. M. <Mammarella@rlf.com>
Rich,
I do not see the point in continuing this debate over email. I’ll note that defendants are once again
backtracking, and contrary to your prior statement that April 8 was workable, it is now clear
defendants will not agree to that date even with the accommodations plaintiff has proposed. I’ll
further note that you still will not identify the alleged witness with the conflict or why that conflict could
not be accommodated by allowing the witness to testify early on April 8, or by submitting the
unidentified witness’ deposition testimony. In contrast, April 24 is not workable—my co-counsel at
Gibson Dunn has long-planned international travel starting on April 23.
I’ll also note, as explained in my email and our motion, May 13 is too late given the irreparable harm
being caused to the Company, its stockholders, and Kentuckians as a result of defendants’ improper
actions. That said, if the Court is unwilling to hear this matter before May 13, we would make
ourselves available then.
As for your request for case law, I see no point in responding to that either by email. We will raise it
at another juncture. I will note, however, that the hypocrisy of defendants’ position is obvious given
1
their purported assertions regarding putative work allegedly performed by Vedder Price for Mr.
Bouchard, which, according to defendants, was improperly paid by the Company.
I suggest we call the Court back tomorrow morning, as Lori suggested, to see if the Court can make
available other potential dates that might work for both sides. Contrary to your assertion, we did not
ask about early March but rather only late March and April. To the extent we cannot agree on a
mutually agreeable date, plaintiff expects defendants to file their opposition to the motion to expedite
by 4:30pm tomorrow. Thank you.
Best regards,
Chris
Christopher N. Kelly | Partner

Potter Anderson & Corroon LLP | 1313 N. Market Street, 6th Floor | Wilmington, DE 19801-6108
T 302.984.6178 | F 302.658.1192
ckelly@potteranderson.com | potteranderson.com
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From: Rollo, Richard P. <Rollo@RLF.com>

To: Kelly, Christopher N. <ckelly@potteranderson.com>; Scolnick, Kahn A. <KScolnick@gibsondunn.com>; Gentile, Mark
<gentile@RLF.com>
Subject: [EXT] RE: Craig T. Bouchard v. Braidy Industries, Inc., et al., C.A. No. 2020-0097-KSJM (Del. Ch.)
Chris,
My February 18 email (1:11 pm) suggested a “trial on or after April 15.” Kahn rejected our proposal. My 2/19
(8:44 am) email suggested “I propose that we contact chambers to obtain the Court’s availability for trial during
the weeks of April 6 and April 13, then we can determine the date(s) that work for our clients and potential
witnesses.” We obtained dates, I forwarded them to the clients and potential witnesses, and reported to you the
conflicts that existed. The suggestion that we are sandbagging is unnecessary rhetoric, and false.
To recap our understanding of your position:

• April 3 presents a work conflict for me (which is unmovable) and your side, but you are able to
reschedule to accommodate it (contrary to what you previously said);
• April 8 presents a religious conflict for at least one of our witnesses, but you nevertheless are insisting
on it;
• April 24 interferes with your co-counsel’s vacation schedule (which you are valuing more than our
witness’s religious observations), so you are unwilling to agree;
• May 13 is available for both sides, but you are unwilling to agree to it because you want an earlier date.
Unless you tell me otherwise, we will assume that is your final position and get back to you in due course once
we decide whether to agree or present the issue to the Court for resolution.
2
With regard to the Company’s investigation, we disagree. Your client is seeking equitable relief against the
defendants in the form of specific performance. The defendants include the company. The test for equitable
relief involves a balance of the equities, and we also intend to pursue an unclean hands affirmative
defense. While we are happy to review any cases you can identify indicating that the relevant test does not
involve a balance of the equities, or that unclean hands is not an available affirmative defense to a request for
specific performance, we can agree to disagree at this point of the proceedings.
As for your request for a representation about our fees incurred on behalf of the defendants, please provide case
law supporting your position.
With regard to the suggestion that we obtain dates earlier in March, the Court already indicated during our call
that there were no dates available in March.
Thank you,
Rich
Richard P. Rollo
(302) 651-7846 (direct)
(302) 981-0226 (cell)
rollo@rlf.com
The information contained in this electronic communication is intended only for the use of the individual or
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immediately notify us by return e-mail or telephone (302-651-7700) and destroy the original message.
Thank you.

To: Rollo, Richard P. <Rollo@RLF.com>; Scolnick, Kahn A. <KScolnick@gibsondunn.com>; Gentile, Mark
<gentile@RLF.com>
Rich,
As I noted on the call, you indicated in your prior email that defendants were agreeable to expedition
and a trial the weeks of April 6 and 13, but it now appears clear that they have no intention of
that. This sort of sandbagging is frustrating and ultimately unproductive.
Further to your email below, I was incorrect about April 3—we are available that day for trial, but
would have to move a few things around to make it happen (and we’d be willing to do so).
3
We also are available on April 8, which is our preference given that you have other case conflicts on
April 3 and we are willing to accommodate them. April 8 already is several weeks later than we
sought in our motion to expedite and an accommodation we’ve made to defendants to try to avoid
burdening the Court with the motion to expedite. I note that you did not identify the name of the
person with the asserted conflict, and it is hard to imagine that you can already know who you intend
to call at trial at this early stage of the case. In any event, we would agree that any religious
observer/witness can testify first on April 8 in order to accommodate the holiday or to submit the
witness’ deposition testimony to the Court—that should more than suffice.
April 24 is not available for us. Lead litigation counsel at Gibson Dunn has a long-booked trip
planned beginning that day.
May 13 is not acceptable for all the reasons stated in our motion. It is two months later than the date
by which we’ve requested a Court resolution of this matter. As noted in the motion and Kahn’s email,
each passing day is causing irreparable harm to the Company and its stockholders, and the delay
and uncertainty are also impacting the people of Eastern Kentucky. This is a very straightforward
breach of contract case, we need resolution quickly, and May 13 doesn’t suffice.
As for the supposed “investigation” that your clients are conducting (or soon will be), this appears to
be a post hoc effort to manufacture some basis for dismissing Mr. Bouchard with cause from his roles
as CEO, Chairman, and Secretary. In our view, these allegations are baseless, and more importantly
they have no bearing on the claims in the lawsuit or any valid defenses to those claims.
However, given your clients’ purported interest in ensuring that Company expenses are used for
Company reasons and not personal ones, please confirm that with respect to the work your firm is
doing on behalf of the individual defendants to defend this lawsuit, that your firm is not being and will
not be paid by the Company, but rather by the individual defendants—who (other than Preston) were
sued in their capacities as stockholders who are parties to the voting agreement (and not as directors
or officers). We expect that confirmation promptly.
I won’t respond to your intimation that I somehow acted in bad faith, other than to note that the case
you cite is inapposite and express the hope that we can work cooperatively with respect to this
matter. To that end, please let me know a time you are available to call over to the Court this
afternoon to request possible dates in early March, since you did not provide us your availability
during that time period. Otherwise, let’s call the Court and reserve April 8.
Thanks,
Chris

T 302.984.6178 | F 302.658.1192
from their use.
4
To: Scolnick, Kahn A. <KScolnick@gibsondunn.com>; Gentile, Mark <gentile@RLF.com>; Kelly, Christopher N.
<ckelly@potteranderson.com>
Subject: [EXT] RE: Craig T. Bouchard v. Braidy Industries, Inc., et al., C.A. No. 2020-0097-KSJM (Del. Ch.)
To follow up on a point made during our call, here is a case re: scheduling deposition indicating that you are
expected to provide all available dates. Phillips v. Firehouse Gallery, LLC, 2010 WL 3220677, at *2 (Del. Ch.
Aug. 9, 2010) (Plaintiffs’ counsel did not act in good faith by attempting to extract a deposition on the plaintiffs
preferred schedule by not asking the witness for alternative dates.”).
Rich
Richard P. Rollo
(302) 651-7846 (direct)
(302) 981-0226 (cell)
rollo@rlf.com
Thank you.

Chris,
Forwarding my below email to the larger group. I understand that April 3 is a no-go on both sides, and that your
side’s preference is April 8. As requested during our call, please provide your side’s availability for April 24
and May 13. Those dates avoid the possibility of our having to forego live trial testimony from certain
witnesses due to religious conflicts.
Thank you,
Rich
5
Richard P. Rollo
(302) 651-7846 (direct)
(302) 981-0226 (cell)
rollo@rlf.com

To: Kelly, Christopher N. <ckelly@potteranderson.com>
Kahn, Kevin, Chris, et. al,
I received a voicemail from Chris, but he was not available when I returned the call.
We understand from our call this morning that the Court has extremely limited availability for a trial in the next
few months. There are no 2-day blocks available until June, and the only single days available are:
• Friday, April 3 (RLF conflict, previously noted)

• Wed, April 8 (religious conflict(s) for out of town participants due to Passover beginning at sundown on
April 8)
• Friday, April 24 (potentially available, but we need Court approval to schedule)
• Wed, May 13 (available)
Assuming we agree to submit evidence in a way that permits a 1 day trail (e.g., a mixture of paper submissions
and live testimony), then we believe May 13 makes the most sense, and we are also willing to ask the Court if
April 24 would be acceptable. I think April 8 is potentially workable. I am aware of at least one religious
conflict, but would need to determine how many other there are and whether there is a way to accommodate
them.
Rich
Richard P. Rollo
(302) 651-7846 (direct)
(302) 981-0226 (cell)
rollo@rlf.com

Sent: Wednesday, February 19, 2020 8:44 AM
Kahn, Kevin, Chris, et. al,
I am dropping the parties from the email chain.
6
I will be lead trial counsel for multiple defendants and am not available the week of March 30 because I am
already obligated to argue 5 motions that week (including 2 summary judgment motions) and file an expert
report. I am generally available the following 2-3 weeks. As such, I propose that we contact chambers to
obtain the Court’s availability for trial during the weeks of April 6 and April 13, then we can determine the
date(s) that work for our clients and potential witnesses. Happy to call over with someone from Potter (or
independently) to obtain the Court’s availability first thing this morning and circulate that scheduling
information to this group to facilitate our discussions. Please let me know if that is acceptable.
Do you have any views concerning the length of trial? I assume we would need no more than 2 days, but please
let me know if you have a different view.’
We will look into Mr. Bouchard’s access to his Company calendar and report back.
Finally, as with you, defendants fully reserve their rights concerning the merits, etc.
Please let me know your thoughts on the foregoing. I am available from 9:30-10:30 am, 11-noon, 2-4 pm, and
after 5 pm ET today if it is more efficient to speak.
Rich
Richard P. Rollo
(302) 651-7846 (direct)
(302) 981-0226 (cell)
rollo@rlf.com
From: Scolnick, Kahn A. <KScolnick@gibsondunn.com>

Sent: Tuesday, February 18, 2020 11:36 PM
To: Rollo, Richard P. <Rollo@RLF.com>; Gentile, Mark <gentile@RLF.com>; Kelly, Christopher N.
<ckelly@potteranderson.com>; marknebrig@mvalaw.com; tmodrowski@braidy.com; jpreston@braidy.com;
cprice@braidy.com; Mporter@hbs.edu; Schuh@mit.edu; Larry.Hayes@ky.gov
<Feinstein@rlf.com>; Mammarella, Brian T. M. <Mammarella@rlf.com>; Scolnick, Kahn A.
<KScolnick@gibsondunn.com>
Rich:
Thanks for the information provided below, and your agreement to an expedited schedule for Mr. Bouchard’s
Delaware Lawsuit against your putative clients. Mr. Bouchard continues to believe that there is material risk to
the Company and its stockholders with each passing day of uncertainty as to whether the defendants will
comply with their obligations under the Voting Agreement. That said, as a compromise, and with the goal of
avoiding a disputed hearing next Monday, we would be willing to agree to have this matter tried in an
approximately 45-day timeframe from the filing of the complaint (subject to the Court’s availability of course),
instead of the 28 days sought in Mr. Bouchard’s motion to expedite.
If that is acceptable, please let us know, and we can jointly call chambers tomorrow to check on the Court’s
availability in that approximately 45-day window.
7
Please note that in agreeing to extend the trial schedule beyond the schedule sought in Mr. Bouchard’s motion
to expedite, we do not agree that there is any connection whatsoever between the claims or defenses at issue in
Mr. Bouchard’s lawsuit, on the one hand, and any purported investigation into Mr. Bouchard’s disbursements
and expenses, on the other. And, of course, Mr. Bouchard disagrees with and disputes defendants’ allegations
and intimations, which we will respond to at the appropriate time to the extent defendants purport to raise them
in the litigation.
Finally, it is our understanding that on or about January 28, 2020, the Company cut off Mr. Bouchard’s access
to his Company calendar. To the extent your clients are going to be asserting improprieties in connection with
Mr. Bouchard’s business-related expenses or disbursements, it is imperative that Mr. Bouchard regain access
immediately to his Company calendar, so that he may defend himself against such allegations.
We’d be happy to connect on this by phone tomorrow late morning or early afternoon, eastern time. Thanks
very much.
Kahn A. Scolnick
GIBSON DUNN
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue, Los Angeles, CA 90071-3197
Tel +1 213.229.7656 • Fax +1 213.229.6656
KScolnick@gibsondunn.com • www.gibsondunn.com
From: Scolnick, Kahn A. <KScolnick@gibsondunn.com>

To: Rollo, Richard P. <Rollo@RLF.com>; Gentile, Mark <gentile@RLF.com>; Kelly, Christopher N.
<ckelly@potteranderson.com>; marknebrig@mvalaw.com; tmodrowski@braidy.com; jpreston@braidy.com;
cprice@braidy.com; Mporter@hbs.edu; Schuh@mit.edu; Larry.Hayes@ky.gov
<Feinstein@rlf.com>; Mammarella, Brian T. M. <Mammarella@rlf.com>; Scolnick, Kahn A.
<KScolnick@gibsondunn.com>
Thanks, Rich. We will get back to you tonight.

To: Gentile, Mark <gentile@RLF.com>; Kelly, Christopher N. <ckelly@potteranderson.com>; marknebrig@mvalaw.com;
tmodrowski@braidy.com; jpreston@braidy.com; cprice@braidy.com; Mporter@hbs.edu; Schuh@mit.edu;
Larry.Hayes@ky.gov
Cc: Layne, Jonathan K. <JLayne@gibsondunn.com>; Scolnick, Kahn A. <KScolnick@gibsondunn.com>; Young, Lindsey
<LSYoung@gibsondunn.com>; Shannon, Kevin R. <kshannon@potteranderson.com>; Golden, Mathew A.
<mgolden@potteranderson.com>; Feinstein, Eliezer Y. <Feinstein@rlf.com>; Mammarella, Brian T. M.
<Mammarella@rlf.com>
[External Email]
8
Chris,
Following up re: the below. Separately, the recent letters and court documents for Charles Price and Hannah
Management LLC were sent to 12601 Plantside Drive, Louisville, KY 40299 (an old address). Their new office
address is 9300 Shelbyville Road, Suite 401, Louisville, KY 40222.
Rich
Richard P. Rollo
(302) 651-7846 (direct)
(302) 981-0226 (cell)
rollo@rlf.com
Thank you.

To: Gentile, Mark <gentile@RLF.com>; Kelly, Christopher N. <ckelly@potteranderson.com>; marknebrig@mvalaw.com;
tmodrowski@braidy.com; jpreston@braidy.com; cprice@braidy.com; Mporter@hbs.edu; Schuh@mit.edu;
Larry.Hayes@ky.gov
<mgolden@potteranderson.com>; Feinstein, Eliezer Y. <Feinstein@rlf.com>; Mammarella, Brian T. M.
<Mammarella@rlf.com>
Chris,
We are in the process of being engaged to represent the defendants in the below-referenced action, and I am
available this afternoon to discuss scheduling, except from 3-4:15 pm. Please let me know what works for you.
As you may know, the board of directors (“Board”) of Braidy Indus. (the “Corporation”) has established a
special committee of the Board (the "Special Committee") consisting of Mr. Michael Porter, Mr. John Preston,
Mr. Charles Price (chair), and Mr. Christopher Schuh. The Special Committee has the exclusive power and
authority to, among other things, to (i) direct the Corporation’s response to the below-referenced lawsuit (the
“Lawsuit”), and (ii) investigate the Corporation’s disbursements (and expenses relating) to your client due to
questions that have been raised about their propriety (the “Investigation”).
The Special Committee has decided to retain our firm in connection with the Lawsuit and certain matters related
to Delaware law, and Frost Brown Todd LLC (“FBT”) as independent legal counsel to conduct the
Investigation. We understand that FBT expects to complete its Investigation within 60 days, and believe that
the issues being investigated are relevant to potential affirmative defenses (e.g., unclean hands) in the Lawsuit.
9
While we are willing to agree to an expedited schedule in the Lawsuit, we do not agree that a trial by March 13
(i.e., within 28 days) is necessary or appropriate. In light of the anticipated timeline of the Investigation, we
believe that a trial should occur no earlier than 60 days from the complaint filing. Please let us know if that is
acceptable to your client and, if so, I propose that we contact chambers today to request the Court availability
for trial on or after April 15. Once we have a trial date pinned down, we can “work backwards” to fill out the
schedule.
Separately, we request that your client preserve any/all documents (including email, texts, face book posts, etc.)
relating to charges through corporate American Express cards on his behalf (including personal charges), his
expense reports, legal services he received which were billed to the Corporation (e.g. by Vedder Price), any
bonuses he received from the Corporation, and any issues raised in the Lawsuit.
While we are hopeful that the parties can agree to a schedule (mooting the necessity of a hearing on the motion
to expedite), we are available on Monday, February 24, with a preference for 3:15 pm.
Thank you,
Rich
Richard P. Rollo
(302) 651-7846 (direct)
(302) 981-0226 (cell)
rollo@rlf.com
From: Gentile, Mark <gentile@RLF.com>

To: Kelly, Christopher N. <ckelly@potteranderson.com>; marknebrig@mvalaw.com; tmodrowski@braidy.com;
jpreston@braidy.com; cprice@braidy.com; Mporter@hbs.edu; Schuh@mit.edu; Larry.Hayes@ky.gov
<mgolden@potteranderson.com>; Rollo, Richard P. <Rollo@RLF.com>
Chris –
We will be in contact shortly.
Best regards,
Mark
Mark J. Gentile
One Rodney Square
920 North King Street
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7722
Fax: (302) 498-7722
Email: gentile@rlf.com
10
To: marknebrig@mvalaw.com; tmodrowski@braidy.com; jpreston@braidy.com; cprice@braidy.com;
Mporter@hbs.edu; Schuh@mit.edu; Larry.Hayes@ky.gov; Gentile, Mark <gentile@RLF.com>
<mgolden@potteranderson.com>
All—
Plaintiff is available at either time on Monday for the teleconference with the Court. Would
Defendants’ Delaware counsel please contact me so that we may call the Court to reserve one of the
times?
Thank you.
Chris

T 302.984.6178 | F 302.658.1192
from their use.
From: Kelly, Christopher N.

Sent: Monday, February 17, 2020 12:26 PM
Mporter@hbs.edu; Schuh@mit.edu; Larry.Hayes@ky.gov
All—
The case has been assigned to Vice Chancellor McCormick. I just received a call from her
assistant. The Vice Chancellor would like to hear telephonic argument on the motion to expedite
proceedings on Monday, February 24, at either 11am or 3:15pm Eastern Time. Any opposition to the
motion shall be due on Thursday, February 20, by 4:30pm Eastern. A reply would be due on Friday,
February 21, by 4:30pm Eastern.
Please provide contact information for Defendants’ Delaware counsel or have your counsel contact
us so that we may discuss further.
I will follow up shortly on Plaintiff’s preferred time on Monday for the teleconference with the
Court. Thank you.
Best regards,
11
Chris

T 302.984.6178 | F 302.658.1192
From: Kelly, Christopher N.

Sent: Friday, February 14, 2020 5:41 PM
Mporter@hbs.edu; Schuh@mit.edu; Larry.Hayes@ky.gov
Subject: Craig T. Bouchard v. Braidy Industries, Inc., et al., C.A. No. 2020- (Del. Ch.)
All,
Attached please find the Verified Complaint, Motion to Expedited Proceedings, and related
papers filed today in the Court of Chancery of the State of Delaware on behalf of Plaintiff Craig
T. Bouchard and against Defendants Braidy Industries, Inc., John Preston, Charles Price, Michael
Porter, Christopher Schuh, Commonwealth Seed Capital, LLC, and Hannah Management, LLC.
Plaintiff has sought expedited treatment of this matter. Please provide contact information for
Defendants’ Delaware counsel so that we may discuss a prompt case schedule. Thank you.
Best regards,
Chris

T 302.984.6178 | F 302.658.1192
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Exhibit 1

From: Rollo, Richard P.

From: Kelly, Christopher N. <ckelly@potteranderson.com>

Christopher N. Kelly | Partner

From: Rollo, Richard P. <Rollo@RLF.com>

To recap our understanding of your position:

From: Kelly, Christopher N. <ckelly@potteranderson.com>

Christopher N. Kelly | Partner

From: Rollo, Richard P.

From: Rollo, Richard P.

Kahn, Kevin, Chris, et. al,

• Friday, April 3 (RLF conflict, previously noted)

From: Rollo, Richard P.

Kahn, Kevin, Chris, et. al,

I am dropping the parties from the email chain.

From: Scolnick, Kahn A. <KScolnick@gibsondunn.com>

From: Scolnick, Kahn A. <KScolnick@gibsondunn.com>

Thanks, Rich. We will get back to you tonight.

From: Rollo, Richard P. <Rollo@RLF.com>

From: Rollo, Richard P.

From: Gentile, Mark <gentile@RLF.com>

We will be in contact shortly.

Christopher N. Kelly | Partner

From: Kelly, Christopher N.

Christopher N. Kelly | Partner

From: Kelly, Christopher N.

Christopher N. Kelly | Partner

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