EFiled: Feb 28 2022 04:24PM EST

Transaction ID 67352887
Case No. 2022-0145-MTZ

EXHIBIT 19
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 19a
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 20
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 20a
EXHIBIT 21
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 22
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 23
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 24
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 25
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 25a
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 26
EXHIBIT 27
EXHIBIT 28
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.

EXHIBIT 29
Dear Julia,

We regret to inform you that in the next board meeting’s agenda we are including, among
the items for discussion and consequent deliberation, a proposal for dismissal of the CEO.

As directors, the priority is our duty to act in the best interest of the Organization and, in
such respect, we believe that your dismissal may no longer be delayed. However, we
believe it proper and fair to clearly explain to you the reasons that led us to this difficult
decision.

Even though the traditional model management activities have consistently rebounded
after the initial phase of the pandemic crisis and were almost breaking-even also during
the crisis, the Company is still in a situation of severe financial stress and needs urgent
restructuring measures.

While the pandemic crisis contributed to this situation, it was clearly not the main driver
of such a huge deterioration of the Company’s profitability, with the EBITDA going from
+$6M in 2018, to -$6.1M in 2019 (the first year of your tenure as a CEO and before the
pandemic crisis), -$20.5M in 2020 and -$10.4 in 2021. If we include also E1972, which is
not consolidated in the above figures, we come to -$6.2M in 2019, -$24.9 in 2020 and -
$15.5 in 2021!

The above losses are mainly attributable to a huge increase in corporate costs and
expenses attributable to the CEO office, well beyond the budgeted amounts, which have
completely wiped out the solid results produced by the traditional business, without
producing any appreciable results, as we are going to better detail here below.

Corporate costs, including expenses attributable to the CEO office and those pertaining
to E1972 (a fashion brand initiative that failed to produce any result at all, while generating
costs in the region of $5M per year!), added up to $16.6M in 2020 (vs a budget of $8.2M)
and $15.8 in 2021 (vs a budget of $11.3M). By way of comparison, they were below $2M
in the years before your appointment. A large component of these costs were
representation and entertainment expenses almost entirely attributable to the CEO, never
authorized by the Board and well beyond budget.

You have always justified these expenses, pretending that they were necessary to elevate
the public profile and visibility of the Group and to increase the EWG brand awareness
among clients, talents and ultimately investors. In fact, you had a target to raise fresh
capital from new investors, to further finance the digital expansion, developing both
internal and external growth opportunities. However, after two-year of attempts, it appears
that this target has not been achieved, as the Company was unable to secure any

55 Hudson Yards, 3rd Floor, New York, New York 10001

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ACCESS IS PROHIBITED EXCEPT AS AUTHORIZED BY COURT ORDER.
investment from external investors, despite the significant help obtained by primary
investment banks.

Also, the other main target that you had as CEO, the development of the digital division,
has not produced the intended results: its revenue was nil in 2019, $1.6M in 2020 vs
$17.9M budget, and $8.8M in 2021 vs $16.5M budgeted, never reaching the break-even,
despite an exceptionally positive trend in digital marketing expenses fueled by the
pandemic crisis. Just to put things into contest, the digital division represented only 5%
of the Group revenue in 2021.

Hence, we must acknowledge that the two main targets which led to your appointment as
CEO have not been met and that no visible progress was made in that direction, despite
almost $50M costs incurred in the effort. The above-mentioned investments and
expenses must be swiftly cut, and we believe that this difficult task needs different hands
to be implemented and executed in a credible and effective fashion.

We must add that, under your leadership, the Elite Model Look contest, a key element in
the Elite brand awareness, has completely lost its relevance and has also failed to
produce a fresh pipeline of talents, as it had consistently done for the past 40 years.
Also, the licensing business has shrunk from almost $3M revenue in 2018 to less than
$0.5M revenue in 2021, damaging the bottom line by $2M.

For all the above reasons, we don’t see any other option, in the interest of the Company
and all its stakeholders, than submitting your dismissal as CEO to the board’s approval
and immediately appoint a new CEO, who shall implement and execute an immediate
and severe cost-cutting exercise at the corporate level, while protecting the traditional
model management business as well as the agencies and their staff all around the world,
so to rapidly restore the company’s financial stability.

Best wishes,

Silvio Scaglia Paolo Barbieri

Chairman Deputy Chairman

New York, 7th February 2022

55 Hudson Yards, 3rd Floor, New York, New York 10001

THIS DOCUMENT IS A CONFIDENTIAL FILING.

ACCESS IS PROHIBITED EXCEPT AS AUTHORIZED BY COURT ORDER.
EXHIBIT 30
EXHIBIT 31
Richard A. Edlin, Vice Chairman
(212) 801-6528
edlinr@gtlaw.com

February 8, 2022

VIA EMAIL
Silvio Scaglia
Paolo Barbieri
Elite World Group, LLC
55 Hudson Yards, 3rd Floor
New York, NY 10001
Scaglia.silvio@gmail.com
p.barbieri@pacific-capital.lu

Re: Elite World Group, LLC – Julia Haart

Dear Mr. Scaglia and Mr. Barbieri:

We represent Julia Haart with regard to her interest in Elite World Group, LLC (“EWG”
or the “Company”). Ms. Haart is in receipt of (i) your letter dated February 7, 2022 stating your
intention to remove her as Chief Executive Officer (“CEO”) of EWG at the Company’s next
meeting of the Board of Directors (the “Board”); and (ii) the Action by Written Consent of EWG
purportedly removing her as a director of EWG as of February 11, 2022 signed by Mr. Scaglia on
behalf of Freedom Holding, Inc. (“Freedom”).

As you know, Ms. Haart is a fifty percent owner as well as the Vice President of Freedom.
The duties of the officers of Freedom are not articulated in any of Freedom’s governing documents,
nor do any of these documents give Mr. Scaglia the sole authority to act on behalf of Freedom, as
the sole member of EWG. For these reasons, Ms. Haart does not recognize the unauthorized and
ineffectual Action by Written Consent executed by Mr. Scaglia. Enclosed with this letter is a
Written Consent executed by Ms. Haart, rendering Mr. Scaglia’s actions null and void.

With regard to your letter of February 7, 2022, your comments regarding increased
corporate costs and decreased EBITDA paint a distorted and highly misleading picture of Ms.
Haart’s leadership of the Company. We have reviewed numerous documents indicating that, at
all times, Mr. Scaglia not only was aware of the Company’s growth strategy of pursuing new
business opportunities in the digital and Talent Media spaces, but also that he has been supportive
of this promising new direction. For example, the Company’s Talent Media overview, which was
sent to Mr. Scaglia and has been posted in the Company’s data room, demonstrates that the Talent
Media Business grew at a rate of 140 percent during 2021, in part due to lucrative and/or potential
deals with Samsung, Fendi, Steve Madden, Tommy Hilfiger, and General Motors, among others,
all of which are due to the efforts of Ms. Haart. However, the investor summary also made clear
that the “challenge” faced by the Company was the need for capital. Indeed, Mr. Scaglia himself

GREENBERG TRAURIG, LLP ATTORNEYS AT LAW WWW.GTLAW.COM

METLIFE BUILDING, 200 PARK AVENUE, NEW YORK, NEW YORK 10166 TEL: 212-801-6528
THIS DOCUMENT IS A CONFIDENTIAL FILING.
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Silvio Scaglia
Paolo Barbieri
February 8, 2022
Page 2

noted to potential lenders the need for capital “to leverage and consolidate the first mover
advantage that [Ms. Haart] and EWG have created.”

Mr. Scaglia also knew full well that the Company’s growth strategy required investment
by the Company which would reduce short term profits. The October 27, 2021 board presentation
disclosed that the Company’s model management business exceeded the EBITDA budget, but that
the digital and corporate areas were operating at a loss, consistent with the dedication of resources
to building the momentum that is already generating significant results in the form of new deals
and increased revenues. Furthermore, the current Project Runway investor presentation prepared
by the Company and Jefferies, which Mr. Scaglia received and approved, was entirely transparent
in disclosing that the Company operated at negative EBITDA in 2020 and 2021. However,
consistent with the Company’s growth strategy led by Ms. Haart, the Company forecasts positive
EBITDA in year 2022 and in the future, and makes the case that with the assistance of outside
investor capital, the Company could achieve EBITDA of more than $15 million in 2022, and more
than $77 million in 2023.

As a result of the near-term negative operating income resulting from the Company’s
agreed-upon business strategy, Mr. Scaglia acknowledged, in a letter to the Company’s auditors
dated November 30, 2021 on behalf of Freedom, that “the Company has negative working capital
of approximately $39 million, excluding related party payables due to [Freedom].” Mr. Scaglia
further committed to the auditors that Freedom or its affiliates had the ability to and would provide
necessary additional financial support to enable the Company to meet its financial obligations. We
assume for the time being that Mr. Scaglia was not committing fraud in that communication to the
Company’s auditors and that he meant what he said, consistent with what he already knew.

In addition to the fact that the accusations in the February 7 letter are demonstrably false,
as you are well aware, Ms. Haart is the face of EWG, and has been the sole source of developing
relationships and contacts to grow the business. The news of her removal, or pending removal, as
CEO of EWG will have drastically negative implications for EWG and will all but destroy the
Company’s ability to develop business and generate profit. Without Ms. Haart’s leadership, the
Company has no future and you have no opportunity to realize any revenue. There is no need to
create this type of public relations disaster.

Should you continue this course of action, the likely result will be lengthy and expensive
litigation for which you will be held fully accountable to Ms. Haart for any loss of value in her
ownership interests in the Company. But this is not the path Ms. Haart wants to go down. The
more logical approach is to find a solution to move forward that is best for both the Company and
the parties. Ms. Haart has been and continues to be amenable to working together to find an
amicable path forward.

While we hope to be able to move forward without the need for litigation, this letter serves
to inform you that you are not to destroy and/or delete any documents, emails, text messages and/or

GREENBERG TRAURIG, LLP

THISAttorneys
DOCUMENTat Law www.gtlaw.com
IS A CONFIDENTIAL FILING.
ACCESS IS PROHIBITED EXCEPT AS AUTHORIZED BY COURT ORDER.
Silvio Scaglia
Paolo Barbieri
February 8, 2022
Page 3

any other communications regarding EWG and the matters referenced herein, including with
respect to the Company and its records. We reserve all rights and remedies for Ms. Haart in both
law and equity.

Regards,

/s/ Richard A. Edlin

Richard A. Edlin

Cc: Ayisha Alvi Morgan, Esq. (by e-mail)

Faith Miller, Esq. (by e-mail)
Lisa Zeiderman, Esq. (by e-mail)

GREENBERG TRAURIG, LLP

THISAttorneys
DOCUMENTat Law www.gtlaw.com
IS A CONFIDENTIAL FILING.
ACCESS IS PROHIBITED EXCEPT AS AUTHORIZED BY COURT ORDER.
EXHIBIT 32
 WRITTEN CONSENT
OF THE SOLE MEMBER
OF
ELITE WORLD GROUP, LLC

(a Delaware limited liability company)

February 8, 2022

The undersigned, the sole member (the “Member”) of Elite World Group, LLC (the

“Company”), and acting in accordance with Section 18-302(d) of the Delaware Limited

Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”), DOES HEREBY

CONSENT to the adoption of and DOES HEREBY ADOPT the following resolution by

written consent:

WHEREAS, on February 8, 2022, Silvio Scaglia, purporting to act on behalf of

Freedom Holding, Inc. (“Freedom”), sent an Action by Written Consent purporting to

remove Julia Haart as a director of the Company effective February 11, 2022;

WHEREAS, Silvio Scaglia does not have the authority to act on behalf of Freedom

to remove Ms. Haart as a director of the Company;

NOW, THEREFORE, BE IT RESOLVED, that the Action by Written Consent

executed by Silvio Scaglia is null and void.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as

of the date first above written.

1
MEMBER:

FREEDOM HOLDING, INC.,

a Delaware corporation.

By: /s/ Julia Haart

Name: Julia Haart
Title: Vice President, 50% Shareholder

2
EXHIBIT 33
 February 9, 2022

VIA E-MAIL

Richard A. Edlin
Vice Chairman
GreenbergTraurig
One Vanderbilt Avenue
New York, NY 10017
edlinr@gtlaw.com

Dear Mr. Edlin,

I have been engaged by Freedom Holding, Inc. (“Freedom”) and Silvio Scaglia in
connection with your letter of yesterday. They have provided me with a copy of your letter.

You are wrong about the organization of Freedom. Silvio has unquestionable authority to
act on behalf of Freedom, and Freedom has cause to terminate Julia Haart as CEO of Elite.
Freedom’s written resolution of today, February 9, 2022, is binding and effective.

We appreciate your invitation to discuss these matters and we are happy to do so.

However, if you persist with your threats of litigation, please understand that will be
destructive to both Freedom and Elite and in violation of Julia Haart’s fiduciary duties. In the
event of litigation, we will be forced to illustrate her other breaches of fiduciary duty, including
not only her mismanagement of the company, but also her wasteful spending to the financial
detriment of the company, and misappropriation of at least $850,000 from Freedom to a personal
entity controlled by her.

If we are forced to litigate, these issues will likely spill into the public arena, and it will
make any discussion of the kind you have suggested much more difficult.

Sincerely,

Jonathan D. Schiller

THIS DOCUMENT IS A CONFIDENTIAL FILING.

ACCESS IS PROHIBITED EXCEPT AS AUTHORIZED BY COURT ORDER.
EXHIBIT 34
 F EED D G, C.

Consent of the Stockholders

Pursuant to Section 228 of the General Corporation Law of the State of Delaware

The undersigned, being the holder of a majority in voting power of the issued and

outstanding shares of common stock and preferred stock of Freedom Holding, Inc., a Delaware

corporation (the “Corporation ), voting as a single class, pursuant to Section 228 of the General

Corporation Law of the State of Delaware, DOES HEREBY CONSENT to the adoption of, and

DOES HEREBY ADOPT, the following resolutions:

WHEREAS, the undersigned desires to confirm that Silvio Scaglia is the

sole member of the Board of Directors of the Corporation (the “Board ) and to
take certain other actions set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the bylaws of the

Corporation be, and hereby are, amended and restated to read in their entity as set
forth in the Amended and Restated Bylaws in the form attached hereto as Exhibit
A (the “Amended and Restated Bylaws ), and the Amended and Restated Bylaws
be, and hereby are, approved and adopted as the bylaws of the Corporation;

RESOLVED, FURTHER, that, pursuant to Section 2.1 of the Amended

and Restated Bylaws, the number of directors constituting the entire Board be,
and hereby is, confirmed to be one director;

RESOLVED, FURTHER, that each of the directors of the Corporation

other than Silvio Scaglia (if any) be, and hereby is, removed as a director of the
Corporation, such that Silvio Scaglia shall be and remain the sole member of the
Board;

RESOLVED, FURTHER, that the officers of the Corporation be, and

hereby are, authorized, empowered and directed, for and on behalf of the
Corporation, to take any and all actions, to negotiate for and enter into agreements
and amendments to agreements, to perform all such acts and things, to execute,
file, deliver or record in the name and on behalf of the Corporation, all such
certificates, instruments, agreements or other documents, and to make all such
payments as they, in their judgment, may deem necessary, advisable or
appropriate in order to carry out the purpose and intent of, or consummate the
transactions contemplated by, the foregoing resolutions and/or all of the
transactions contemplated therein or thereby, the authorization therefor to be
conclusively evidenced by the taking of such action or the execution and delivery
of such certificates, instruments, agreements or documents.

RLF1 26847930v.3
 The Secretary of the Corporation is hereby directed to file a signed copy of this
Consent in the minute book of the Corporation.

IN WITNESS WHEREOF, the undersigned stockholder of the Corporation has

executed this Consent on the date set forth below.

_______________________________
Silvio Scaglia
February 13, 2022

RLF1 26847930v.3
EXHIBIT 35
 F EED D G, C.

Written Consent of the Sole Member of the Board of Directors

Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware

The undersigned, being the sole member of the Board of Directors (the Board ) of

Freedom Holding, Inc., a Delaware corporation (the Corporation ), DOES HEREBY

CONSENT to the adoption of, and DOES HEREBY ADOPT, the following resolutions pursuant

to Section 141(f) of the General Corporation Law of the State of Delaware:

WHEREAS, the holder of a majorit in voting power of the outstanding

shares of common stock and preferred stock of the Corporation, voting as a single
class, has e ecuted and delivered a consent in lieu of a meeting of stockholders,
pursuant to which, among other things, the stockholders (i) fi ed the total number
of directors constituting the Board as one (1) director and (ii) removed all of the
directors other than Silvio Scaglia (if an ) from the Board in order to confirm that
Silvio Scaglia is the sole director of the Corporation (the Stockholder Consent );

WHEREAS, the Board desires to remove Julia Haart from each position
that she holds or ma have held as an officer, emplo ee or agent of the
Corporation; and

WHEREAS, the Corporation is the sole member (and managing member)

of Elite World Group, LLC ( EWG ), and the Board desires to direct the
Corporation, as sole member and manager of EWG, to authori e the removal of
Julia Haart from an position she holds or ma have held with EWG, whether as a
manager, director, officer, emplo ee or agent of EWG.

NOW, THEREFORE, BE IT RESOLVED, that Julia Haart be, and hereb

is, removed from each position she holds or ma have held as an officer,
emplo ee or agent of the Corporation;

RESOLVED, FURTHER, that the Corporation, in its capacit as sole

member and manager of EWG, hereb authori es and directs the removal of Julia
Haart from an and all positions that she holds or ma have held with EWG,
whether as a manager, director, officer, emplo ee or agent of EWG;

RESOLVED, FURTHER, that the Board hereb approves, adopts, ratifies

and confirms the appointment of Silvio Scaglia as President, Treasurer and
Secretar of the Corporation, and he shall continue to hold each such office and
each other position with the Corporation that he currentl holds;

RESOLVED, FURTHER, that the Board hereb authori es, empowers

and directs Silvio Scaglia, as President of the Corporation, to act for and on behalf
of the Corporation to take an and all actions and do an and all things that he

RLF1 26847931v.3
 deems necessar , advisable or appropriate to effect the removal of Julia Haart
from an and all positions that she holds or ma have held with EWG and to
confirm the appointment of Paolo Barbieri as Chief E ecutive Officer of EWG,
including, without limitation, e ecuting and delivering an and all written
consents on behalf of the Corporation in its capacit as a member or manager of
EWG;

RESOLVED, FURTHER, that an and all actions heretofore taken b or

on behalf of the Corporation b Silvio Scaglia in order to effect, or in furtherance
of, the removal of Julia Haart from an and all positions that she holds or ma
have held with EWG, including, without limitation, the e ecution and deliver of
an written consents that ma have been heretofore e ecuted and/or delivered b
Silvio Scaglia on behalf of the Corporation in its capacit as a member or
manager of EWG removing Julia Haart from an such positions that she holds or
ma have held with EWG, be, and hereb are, approved, adopted ratified and
confirmed in all respects;

RESOLVED, FURTHER, that, effective immediatel , Ms. Haart shall not

have, and ma not e ercise, an power or authorit to act for, in the name of or on
behalf of the Corporation or EWG, and shall not hold herself out as an officer of
the Corporation or EWG (or in an other official capacit ) or as having the power
and authorit to act for, in the name of or on behalf of the Corporation or EWG;

RESOLVED, FURTHER, that the Silvio Scaglia, as President of the

Corporation, and an other officer or agent of the Corporation acting under his
direction be, and hereb is, authori ed, empowered and directed, for and on behalf
of the Corporation, to take an and all actions, to negotiate for and enter into
agreements and amendments to agreements, to perform all such acts and things, to
e ecute, file, deliver or record in the name and on behalf of the Corporation, all
such certificates, instruments, agreements or other documents, and to make all
such pa ments as the , in their judgment, or in the judgment of an one or more
of them, ma deem necessar , advisable or appropriate in order to carr out the
purpose and intent of, or consummate the transactions contemplated b , the
foregoing resolutions and/or all of the transactions contemplated therein or
thereb , the authori ation therefor to be conclusivel evidenced b the taking of
such action or the e ecution and deliver of such certificates, instruments,
agreements or documents; and

RESOLVED, FURTHER, that all consents, documents, agreements,

instruments and certificates heretofore e ecuted and delivered and all actions
taken to date, and an and all things done, b Silvio Scaglia on behalf of the
Corporation in furtherance of and consistent with the matters authori ed b the
foregoing resolutions, are hereb in all respects authori ed, approved, ratified and
confirmed.

[Signature Page Follows]

RLF1 26847931v.3
 This Written Consent shall be effective immediatel following the effectiveness of the
Stockholder Consent (the Consent Effective Time ); provided, however, that if the Consent
Effective Time has alread occurred, this Written Consent shall be effective immediatel . Upon
the Consent Effective Time, the Secretar of the Corporation is hereb directed to file a signed
cop of this Written Consent with the minute book of the proceedings of the Board.

IN WITNESS WHEREOF, the undersigned sole director of the Corporation has e ecuted
this Written Consent on the date set forth below.

_______________________________
Silvio Scaglia
Februar 13, 2022

RLF1 26847931v.3
EXHIBIT 36
 RI EN CON EN OF HE OLE MEMBER

OF

ELI E ORLD GRO P, LLC

(a Delaware limited liabilit compan )

Februar 13, 2022

The undersigned, the sole member and managing member of Elite World Group, LLC
(the Compan ), acting in accordance with Section 18-302(d) of the Delaware Limited Liabilit
Compan Act, 6 D . C. 18-101 et seq. (the Act ), DOES HEREBY CONSENT to the
adoption of, and DOES HEREBY ADOPT, the following recitals and resolutions b written
consent:

WHEREAS, the Board of Directors (the Board ) of Freedom Holding, Inc. ( Freedom )
has adopted resolutions (the Board Consent ) authori ing and directing Freedom, as sole
member and manager of the Compan , to remove Julia Haart from each position she holds or
ma have held with the Compan , whether as a manager, director, officer, emplo ee or agent of
the Compan or otherwise.

NOW, THEREFORE, BE IT RESOLVED, that Julia Haart be, and hereb is, removed
from each position she holds or ma have held with the Compan , whether as a manager,
director, officer, emplo ee or agent of the Compan or otherwise;

RESOLVED, FURTHER, that, effective immediatel , Ms. Haart shall not have, and ma
not e ercise, an power or authorit to act for, in the name of or on behalf of the Compan , and
shall not hold herself out as a manager, director, officer, emplo ee or agent of the Compan (or
in an other official capacit ) or as having the power and authorit to act for, in the name of or
on behalf of the Compan ; and

RESOLVED, FURTHER, that the appointment of Paolo Barbieri as the Chief E ecutive
Officer of the Compan be, and hereb is, approved, authori ed, ratified and confirmed.

[Remainder of Page Intentionall Left Blank]

RLF1 26847976v.2
 IN WITNESS WHEREOF, the undersigned has e ecuted this Written Consent of the
Sole Member as of the date first above written. This Written Consent of the Sole Member shall
be effective immediatel following the effectiveness of the Board Consent (the Consent
Effective Time ); provided, however, that if the Consent Effective Time shall have alread
occurred, this Written Consent of the Sole Member shall be effective immediatel upon its
deliver .

Freedom Holding, Inc.

B : ______________________________________
Name: Silvio Scaglia
Title: President

RLF1 26847976v.2
EXHIBIT 37
EXHIBIT 38
 FREEDOM HOLDING, INC.
NOTICE OF STOCKHOLDER ACTION TAKEN BY CONSENT IN LIEU OF A
MEETING OF STOCKHOLDERS

February 13, 2022

NOTICE IS HEREBY GIVEN pursuant to Section 228(e) of the General

Corporation Law of the State of Delaware (the DGCL ) that a consent of the holder of shares of
common stock and preferred stock of Freedom Holding, Inc., a Delaware corporation (the
Corporation ), representing the requisite vote of the issued and outstanding shares of common
stock and preferred stock of the Corporation, voting as a single class, to take the actions set forth
below was executed and delivered to the Corporation (the Stockholder Consent ). Pursuant to
the Stockholder Consent: (i) each of the directors of the Corporation other than Silvio Scaglia (if
any) was removed as a director of the Corporation; (ii) the bylaws of the Corporation were
amended and restated to read in their entirety as set forth in the Amended and Restated Bylaws
of the Corporation attached hereto as Exhibit A (the Amended and Restated Bylaws ); and (iii)
pursuant to Section 2.1 of the Amended and Restated Bylaws, the number of directors
constituting the entire Board of Directors of the Corporation was confirmed to be one director.
The foregoing actions confirm that Silvio Scaglia, who has at all times been the sole member of
the board of directors of the Corporation (the Board ), remains the sole member of the Board.
Following the effectiveness of the Stockholder Consent, the Board, acting by unanimous written
consent, removed Julia Haart from each position she held or may have held as an officer,
employee or agent of the Corporation and authorized the Corporation to remove Julia Haart from
each position she held or may have held with Elite World Group, LLC (the Board Consent ).
The Corporation, as sole member and managing member of Elite World Group, LLC, then
executed a consent effecting such removal and confirming the appointment of Paolo Barbieri as
Chief Executive Officer of Elite World Group, LLC. A copy of the Stockholder Consent is
attached hereto as Exhibit B and incorporated herein by reference. The actions set forth in the
Stockholder Consent became effective on February 13, 2022. For reference, copies of the Board
Consent and the Member Consent are attached hereto as Exhibit C and Exhibit D, respectively.

Under Section 228(e) of the DGCL, where stockholder action is taken without a
meeting by less than unanimous consent, prompt notice of the taking of such corporate action
must be given to those stockholders who have not consented and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the record date for notice
of such meeting had been the date that consents signed by a sufficient number of holders to take
the action were delivered to the corporation as provided in subsection (c) of Section 228. T
N ce a c e c Sec 228(e) ce f c de ac a ee
a eS c de C e .

FREEDOM HOLDING, INC.

By: __________________________
Silvio Scaglia
President

RLF1 26847932v.3
 E b A

Amended and Restated Bylaws

RLF1 26847932v.3
 E b B

Stockholder Consent

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 E b C

Board Consent

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 E b D

Member Consent

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EXHIBIT 39
Petitioner will file this exhibit under seal upon entry

by this Court of a confidentiality order pursuant to a

stipulation of the parties or a motion by Petitioner.