Hanover v. Yippy, Inc

SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NEW YORK------------------------------------------------------------------------)(HANOVERHOLDINGS I, LLC, Index No.

Date purchased:Plaintiff,

- against-SUMMONS

YIPPY, INC., MAHOMA INVESTING LTD.,and RICHARD GRANVILLE,

Plaintiff designatesNew York Countyas the place for trial

Defendants. Basis for Venue:Choice of venue terms incontracts

------------------------------------------------------------------------)(TO THE ABOVENAMED DEFENDANTS:

YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve

a copy of your answer, or, if the complaint is not served with this Summons, to serve a notice of

appearance, on the undersigned attorneys for Plaintiff within 20 days after the service of this

summons, exclusive of the day of service (or within 30 days after the service is complete if this

summons is not personally delivered to you within the State of New York); and in case of your

failure to appear or answer, judgment will be taken against you by default for the relief

demanded in the complaint.

Dated: New York, New YorkJuly 30,2014

::CHENZIA~CE LLP

Daniel Scott Furst, Esq.61 Broadway, 32ndFloorNew York, New York 10006(212) 930-9700

Attorneys for Plaintiff Hanover Holdings L LLC

FILED: NEW YORK COUNTY CLERK 07/31/2014 04:40 PM INDEX NO. 652363/2014NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 07/31/2014

SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NEW YORK------------------------------------------------------------------------xHANOVERHOLDINGS I, LLC, Index No.

Plaintiff, Date Purchased:

- against- VERIFIED COMPLAINT

YIPPY, INC., MAHOMA INVESTING LTD.,and RICHARD GRANVILLE,

Defendants.------------------------------------------------------------------------x

Plaintiff Hanover Holdings I, LLC ("Plaintiff'), by and through their counsel, Sichenzia

Ross Friedman Ference LLP, alleges for its Complaint against Defendants Yippy, Inc.

("Yippy"), Mahoma Investing Ltd. ("Mahoma") and Richard Granville ("Granville"),

(collectively, the "Defendants"), as follows:

SUMMARY OF THE ACTION

1. This is a breach of contract action seeking to recover damages caused by Yippy's

failure to repay Plaintiff approximately $648,319.24 pursuant to three (3) promissory notes, other

defendants' breaches of various pledge, security and guaranty agreements related to these

promissory notes and to foreclose on collateral pledged by other defendants to secure Yippy's

obligations to Plaintiff under these promissory notes.

PARTIES

2. Plaintiff Hanover is, and at all times relevant herein was, a New York Limited

Liability Company, with its current principal place of business located at 5 Hanover Square, New

York, New York 10004.

3. On information and belief, Defendant Yippy is, and at all times relevant herein

was, a Nevada corporation with its principal place of business located at 17595 S. Tamiami Trail,

Suite 270, Fort Myers, Florida 33908.

4. On information and belief, Defendant Mahoma Investing Ltd., is, and at all times

relevant herein was, a corporation organized and existing under the laws of Belize. Mahoma is a

private investment company that engages in a variety of investment and trading strategies for the

benefit of its investors, a shareholder of Yippy and a recipient of certain benefits under the

promissory notes with a principal place of business located at 5 Whaleneck Drive, Merrick, New

York, 11566.

5. On information and belief, Defendant Granville is, and at all times relevant herein

was, an individual residing at 6076 Dogleg Drive, Naples, Florida 34113 and is the Chief

Executive Officer, Chairman ofthe Board of Directors of Yippy and a recipient of certain

benefits under the promissory notes.

JURISDICTION AND VENUE

6. Jurisdiction and venue is proper based upon the operative transactional

documents, including a Consolidating Original Issue Discount Secured Convertible Promissory

note, dated June 12,2012 (the "June 2012 Note"), and an Original Consolidated Discount

Secured Convertible Promissory Note, dated September 26,2012 (the "September 2012 Note"),

which promissory notes each provide, in pertinent part, that the:

New York State Supreme Court located in the County of NewYork, State of New York shall have exclusive jurisdiction inconnection with any dispute concerning or arising out of this Noteor otherwise relating to the parties relationship.

- 2 -

7. Jurisdiction and venue are also proper in the County of New York, New York,

because it is the county which all or a substantial part of the acts or omissions giving rise to

Plaintiff s causes of action occurred, Plaintiff s principal place of business is located in New

York, New York, and all of the Defendants, by their acts and omissions, caused injury to

Plaintiff in New York, New York as described herein.

FACTS RELEVANT TO ALL CLAIMS

Plaintiff Loans $615,000.00To Yippy Pursuant To The Notes

8. Between June 13,2012 and November 12,2012, Plaintiff loaned and/or extended

the loans to Yippy the total sum of$615,000.00 pursuant to the terms of the three promissory

notes: the June 2012 Note, the September 2012 Note and a Convertible Promissory Note, dated

November 12,2012 (the "November 2012 Note").

9. Pursuant to the June 2012 Note, and at the request of Yippy, Plaintiff agreed to

"roll-over" and consolidate certain prior loans totaling $475,000.00 for which a new note in

principal amount of $475,000.00 was issued and payable, in full, by June 11,2013.

10. Pursuant to the terms of the June 2012 Note, Yippy also agreed, inter alia, to pay

Plaintiff the sum of 125% times the sum of the unpaid face amount of the June 2012 Note

($475,000.00) in the event that Yippy did not make full payment within 5 days of an "Event of

Default," which was defined as any default in the payment of principal, interest and any other

charges in respect of the June 2012 Note.

11. Pursuant to the September 2012 Note, Plaintiff loaned $49,500.00 to Yippy in

exchange for a promissory note obligating Yippy to pay Plaintiff the principal sum of $55,000.00

together with contractual interest at 15%until the promissory note's maturity on December 26,

2012.

- 3 -

12. Pursuant to the November 2012 Note, Plaintiff loaned $75,000.00 to Yippy in

exchange for a promissory note obligating Yippy to pay Plaintiff the principal sum of $85,000.00

together with contractual interest at 18% until the promissory note's maturity on June 12,2013.

13. Plaintiff fulfilled all of its obligations under the June 2012 Note, the September

2012 Note and the November 2012 Note.

The Guaranties

14. On or about June 12,2012, as an inducement for Plaintiff to enter into the June

2012Note, Granville executed a personal guaranty in Plaintiffs favor (the "Granville

Guaranty").

15. In Paragraph 1of the Granville Guaranty, Granville agreed, in pertinent part, to:

unconditionally and irrevocably, guarantees to [Plaintiff], itssuccessors, endorsees, transferees or assigns, the due and punctualpayment in full of all obligations of [Yippy] under the Notes andany other additional obligation of [Yippy] to [Plaintiff] now orhereafter incurred by [Yippy] to [Plaintiff], regardless of anydefense or set-off counterclaim with [Yippy] or any other personmay have or assert, and regardless of whether or not [Plaintiff] oranyone on behalf of the [Plaintiff] shall have instituted any suit,action or proceeding or exhausted its remedies or taken any stepsto enforce any rights against [Yippy] or any other person to compelany such performance or observance or to collect all or part of anysuch amount, either pursuant to the provisions of the Notes or atlaw or in equity, and regardless of any other condition orcontingency. The obligations and liabilities of [Yippy] under theNotes are collectively referred to as the "Obligations."

16. Paragraph 2 of the Granville Guaranty confirms as follows:

This Guaranty is irrevocable, continuing, indivisible andunconditional and shall remain in full force and effect until suchtime as either (i) all amounts due to [Plaintiff] pursuant to theNotes are paid in full, or (ii) the Notes are deemed to be paid in fullas a result of [Plaintiff] exercising other security instrumentssecuring [Yippy's] obligations pursuant to the Notes.

17. Paragraph 4 of the Granville Guaranty provides that:

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----------------------------- - --------------------------

All remedies of [Plaintiff] by reason of or under this Guaranty areseparate and cumulative remedies, and it is agreed that no one ofsuch remedies shall be deemed in exclusion of any other remediesavailable to [Plaintiff].

18. On or about June 12,2012, as an inducement for Plaintiff to enter into the June

2012 Note, Mahoma also executed a limited recourse guaranty in Plaintiffs favor (the "Mahoma

Guaranty").'

19. Under Paragraph 1 of the Mahoma Guaranty, Mahoma "unconditionally and

irrevocably guarantees to [Plaintiff] and it successors, transferees and assigns, the prompt

payment and performance by [Yippy] when due (whether at the stated maturity, by acceleration

or otherwise) of its payment obligations pursuant to the Notes and any other additional obligation

of [Yippy] to [Plaintiff] now or hereafter incurred by [Yippy] to [Plaintiff].

The Pledge And Security Agreement And The Security Agreement

20. In consideration of and as a further inducement for Plaintiff to enter into the June

12,2012 Note, Mahoma executed a Pledge and Security Agreement, dated June 12,2012 (the

"Pledge and Security Agreement") in Plaintiffs favor whereby Mahoma agreed to secure

Yippy's obligations to Plaintiff under the June 2012 Note.

21. Specifically, under the Pledge and Security Agreement, Mahoma agreed to re-

affirm certain prior pledges as well as affirmatively assign and grant to Plaintiffs a security

interest and lien in certain collateral, which includes shares in Yippy's common stock ... to

secure all ofYippy's obligations to Plaintiff under the June 2012 Note.

22. Under the Pledge and Security Agreement, Mahoma pledged all of the collateral

as defined therein.

1 The Granville Guaranty and the Mahoma Guaranty are collectively referred to herein as the"Guaranties."

-5 -

23. Paragraph 4 of the Pledge and Security Agreement further provided that it

"secures the payment and performance by [Yippy] of all of its obligations to [Plaintiff] pursuant

to the Notes and any other additional obligation of [Yippy] to [Plaintiff] now or hereafter

incurred by [Yippy] to [Plaintiff]."

24. Similarly, the June 2012 Note likewise provided that, in the event of nonpayment,

which was a defined "Event of Default," Plaintiff had the right, inter alia, to take possession of

the collateral, as defined in the Pledge and Security Agreement, and to assign, sell, lease or

otherwise dispose of and deliver all or any part of the collateral.

25. As an additional inducement for Plaintiff to enter into the June 2012 Note, Yippy

also executed a Security Agreement, dated June 12,2012 (the "Security Agreement"), granting

Plaintiff a first priority security interest in certain collateral, which was defined as "all tangible

and intangible assets of [Yippy] of whatever kind and nature ... in each case whether now owned

or hereafter acquired and wherever located, and all proceeds thereof, together with all additional,

accessions, proceeds, products, replacements and renewals thereof."

26. Section 5 provides that:

This Security Agreement secures the payments and performance ofall obligations to [Plaintiff] under the Notes and the TransactionDocuments and other additional obligations of [Yippy] to[Plaintiff], whether now existing or hereafter arising and whetherfor principal, interest, costs, fees or otherwise (collectively the"Obligations").

27. Furthermore, the Security Agreement provides that "[a]ll rights of [Plaintiff] and

the security interests granted to [Plaintiff] hereunder shall be absolute and unconditional. ... "

Yippy's Breach Of The June 2012 Note

28. Yippy failed to repay all amounts due and owing under the June 2012 Note by

June 11, 2013 as required.

-6-

-----------------------_._-----------------_ ..._------- - -- -----

29. On the June 2012 Note, Yippy currently owes Plaintiff $424,522, inclusive of

interest and penalties.

30. On October 28,2013, Plaintiff provided Yippy with written notice of the Event of

Default on the June 2012 Note.

31. Yippy's Event of Default triggered the June 2012 Note's default penalty equal to

the sum of 125%times the sum of the unpaid face amount of the June 2012 Note.

32. Accordingly, Yippy owes a default penalty payment to Plaintiff in the amount of

$118,750, together with statutory default interest that continues to accrue at the rate of9% per

annum.

Yippy's Breach Of The September 2012 Note

33. Yippy failed to repay all amounts due and owing under the September 2012 Note

by December 26,2012 as required. The nonpayment was a defined "Event of Default."

34. On the September 2012 Note, Yippy currently owes Plaintiff$90,111.48,

inclusive of contractual interest at the rate of 15%per annum and penalties.


Default on the September 2012 Note.

36. Yippy's Event of Default triggered the September 2012 Note's default penalty

equal to the sum of 125% times the sum of the unpaid face amount of the September 2012 Note.


$15,812.50, together with statutory default interest that continues to accrue at the rate of9% per

annum.

- 7 -

- -------

Yippy's Breach Of The November 2012 Note

38. Yippy failed to repay all amounts due and owing under the November 2012 Note

by June 12,2013 as required. The nonpayment was a defined "Event of Default."

39. On the November 2012 Note, Yippy currently owes Plaintiff $133,683.75,

inclusive of contractual interest at the rate of 18%per annum and penalties.


Default on the November 2012 Note.

41. Yippy's Event of Default triggered the November 2012 Note's default penalty

equal to the sum of 125% times the sum of the unpaid face amount of the November 2012 Note.


$25,075, together with statutory default interest that continues to accrue at the rate of9% per

annum.

Mahoma's And Granville's Breach Of The Guaranties

43. Plaintiff satisfied all of its obligations to Yippy under each of the June 2012 Note,

the September 2012 Note and the November 2012 Note.

44. Yippy failed to repay all amounts due and owing under the June 2012 Note, the

September 2012 Note and the November 2012 Note when due by June 11,2013, December 26,

2012 and June 12,2013, respectively.

45. Under the Guaranties, Mahoma and Granville each agreed to satisfy all of

Yippy's obligations due and owing to Plaintiff at the time of entering into the June 2012 Note

and thereafter at the time of entering into the September 2012 Note and the November 2012

Note.

- 8 -

46. Mahoma and Granville have each breached the Guaranties by failing to satisfy

Yippy's obligations due and owing to Plaintiff.

47. Plaintiff has been damaged, and continues to suffer damages, resulting from

Mahoma and Granville's respective breaches of the Guaranties.

Mahoma's And Yippy's Breaches Of The Pledgeand Security Agreement and Security Agreement

48. Under the Pledge and Security Agreement, Mahoma secured Yippy's obligations

to Plaintiff under the June 2012 Note by re-affirming prior pledges shares ofYippy common

stock and affirmatively pledging certain other shares of Yippy common stock as collateral.

49. Yippy's failure to repay Plaintiff under the June 2012 Note was an "Event of

Default" under the Pledge and Security Agreement, which adopted the "Event of Default"

definition contained in the June 2012 Note.

50. Despite Yippy's breach of its obligation to repay the June 2012 Note in full,

Mahoma has failed, inter alia, to turn over the collateral to Plaintiff in order to secure and satisfy

Yippy's outstanding obligations.

51. Accordingly, under the Pledge and Security Agreement, Plaintiff is entitled to

foreclose on the collateral, sell it, and apply the sales proceeds towards the outstanding

obligations due and owing from Yippy under the June 2012 Note.

52. Similarly, under the Security Agreement, Yippy secured its obligations to Plaintiff

under the June 2012 Note by providing first priority security interests in certain collateral to

Plaintiff.

53. Yippy's failure to repay Plaintiff under the June 2012 Note was an "Event of

Default" under the Security Agreement, which also adopted the "Event of Default" definition

contained in the June 2012 Note.

- 9 -

---------------------

54. Despite Yippy's breach of its obligation to repay the June 2012 Note in full,

Yippy has failed, inter alia, to tum over the collateral to Plaintiff in order to secure and satisfy

Yippy's outstanding obligations despite due demand by Plaintiff.

55. Accordingly, under the Security Agreement, Plaintiff is entitled to foreclose on

the collateral, sell it, and apply the sale proceeds towards the outstanding obligations due and

owing from Yippy under the June 2012 Note.

AS AND FOR A FIRST CAUSE OF ACTIONBreach of Contract - The June 2012 Note

(As Against Yippy. Inc.)

56. Plaintiff repeats and realleges each and every allegation contained in the above

paragraphs as if set forth fully herein.

57. Plaintiff has satisfied all of its obligations under the June 2012 Note.

58. Yippy has breached the June 2012 Note by failing to repay Plaintiff the June 2012

Note's outstanding balance of principal, default penalty and statutory default interest at the rate

of 9% per annum.

59. Accordingly, Plaintiff has been damaged, and continues to suffer damages, as a

result ofYippy's breach of the June 2012 Note in the amount of $424,522.

AS AND FOR A SECOND CAUSE OF ACTIONBreach of Contract - The September 2012 Note

(As Against Yippy. Inc.)



61. Plaintiff has satisfied all of its obligations under the September 2012 Note.

- 10-

62. Yippy has breached the September 2012 Note by failing to repay Plaintiff the

September 2012 Note's outstanding balance of principal, contractual interest at the rate of 15%

per annum, default penalty and statutory default interest at the rate of 9% per annum.


result ofYippy's breach of the September 2012 Note in the amount of$90,111.48.

AS AND FOR A THIRD CAUSE OF ACTIONBreach of Contract - The November 2012 Note

(As Against Yin nY, Inc.)



65. Plaintiff has satisfied all of its obligations under the November 2012 Note.

66. Yippy has breached the November 2012 Note by failing to repay Plaintiff the

November 2012 Note's outstanding balance of principal, contractual interest at the rate of 18%

per annum, default penalty and statutory default interest at the rate of 9% per annum.


result ofYippy's breach of the November 2012 Note in the amount of$133,683.75.

AS AND FOR A FOURTH CAUSE OF ACTIONBreach of Contract - The Mahoma Guaranty

(As Against Mahoma)



69. Mahoma has breached, and continues to breach, the Mahoma Guaranty by failing

to satisfy Yippy's outstanding obligations due and owing to Plaintiff under the June 2012 Note,

and, pursuant to Paragraph 1 (a) of the Mahoma Guaranty, under the September 2012 Note and

November 2012 Note.

- 11 -

70. Accordingly, Mahoma is liable to Plaintiff for the obligations on the June 2012

Note, September 2012 Note and November 2012 Note in the amount of $648,317.23.

AS AND FOR A FIFTH CAUSE OF ACTIONBreach of Contract - The Granville Guaranty

(As Against Granville)



72. Granville has breached, and continues to breach, the Granville Guaranty by

failing to satisfy Yippy's outstanding obligations due and owing to Plaintiff under the June 2012

Note and, pursuant to Paragraph 1 of the Granville Guaranty, under the September 2012 Note

and November 2012 Note.

73. Accordingly, Granville is liable to Plaintiff for the obligations on the June 2012

Note, September 2012 Note and November 2012 Note in the amount of $648,317.23.

AS AND FOR A SIXTH CAUSE OF ACTIONEquitable Relief - The Pledge and Security Agreement

(As Against Mahoma)



75. Under the Pledge and Security Agreement, Mahoma secured Yippy's obligations

to Plaintiff under the June 2012 Note, September 2012 Note and November 2012 Note by re-

affirming prior pledges for certain shares of Yippy common stock and pledging certain shares of

Yippy common stock as the collateral.

76. Yippy's failure to repay Plaintiff under the June 2012 Note, September 2012 Note

and November 2012 Note were "Events of Default" under the Pledge and Security Agreement,

which again adopted the definition from each of these 3 promissory notes.

- 12 -

77. Despite Yippy's breaches and due demand Mahoma has failed to turn over the

collateral to satisfy Yippy's outstanding obligations due and owing to Plaintiff. Accordingly,

under the Pledge and Security Agreement, Plaintiff is entitled to foreclose on the collateral and

sell it to satisfy Yippy's obligations under the June 2012 Note, September 2012 Note and

November 2012 Note.

AS AND FOR A SEVENTH CAUSE OF ACTIONEquitable Relief - The Security Agreement

(As Against Yippy)



79. Under the Security Agreement, Yippy granted an absolute and unconditional

security interest in certain property ofYippy to secure its payment ofYippy's obligations under

the June 2012 Note and thereafter on the September 2012 Note and November 2012 Note.

80. Yippy's failure to repay Plaintiff under the June 2012 Note, September 2012 Note

and November 2012 Note constituted Events of Default under the Security Agreement and the

promissory notes.

81. Despite Yippy's breaches, Yippy has failed to turn over the collateral to satisfy

Yippy's outstanding obligations due and owing to Plaintiff. Accordingly, under the Security

Agreement, Plaintiff is entitled to foreclose on the collateral to satisfy Yippy's obligations under

the June 2012 Note, September 2012 Note and November 2012 Note.

AS AND FOR AN EIGHTH CAUSE OF ACTIONAttorneys' Fees

(As Against All Defendants)



- 13 -

83. Section 12 of the June 2012 Note provides that "[i]n any action, lawsuit or

proceeding brought to enforce or interpret the provisions of this Note and/or arising out of or

relating to any dispute between the parties, [Plaintiff] shall be entitled to recover all of its costs

and expenses relating [] collection and enforcement of this Note (including without limitation,

reasonable attorney's fees and disbursements) in addition to any other relief to which [Plaintiff]

may be entitled."

84. Paragraph 9 (e) of the Pledge and Security Agreement provides that "[i]n any

action, lawsuit or proceeding brought to enforce or interpret the provisions of this Agreement

and/or arising out of or relating to any dispute between the parties, [Plaintiff] shall be entitled to

recover all of its costs and expenses relating [] collection and enforcement of this Agreement

(including without limitation, reasonable attorney's fees and disbursements) in addition to any

other relief to which [Plaintiff] may be entitled."

85. Paragraph 3 (h) of the Mahoma Guaranty provides that "[i]n any action, lawsuit or

proceeding brought to enforce or interpret the provisions of this Guaranty and/or arising out of or


and expenses relating [] collection and enforcement of this Guaranty (including without

limitation, reasonable attorney's fees and disbursements) in addition to any other relief to which

[Plaintiff] may be entitled."

86. Paragraph 9 of the Granville Guaranty, which "unconditionally and irrevocably

guarantees to [Plaintiff] ... the due and punctual payment in full of all; obligations of [Yippy]

under the [June 2012 Note] and any other additional obligation of [Yippy] to [Plaintiff] now or

hereafter incurred by [Yippy] to [Plaintiff]," also provides that "[i]n any action, lawsuit or

proceeding brought to enforce or interpret the provisions of this Guaranty and/or arising out of or

- 14-


and expenses relating [] collection and enforcement of this Guaranty (including without

limitation, reasonable attorney's fees and disbursements) in addition to any other relief top which

[Plaintiff] may be entitled."

87. Section 11 of the September 2012 Note provides that "[i]n any action, lawsuit or

proceeding brought to enforce or interpret the provisions of this Note and/or arising out of or


and expenses relating [] collection and enforcement of this Note (including without limitation,

reasonable attorney's fees and disbursements) in addition to any other relief to which [Plaintiff]

may be entitled."

88. Pursuant to the terms of the June 2012 Note, the September 2012 Note, the

November 2012 Note, the Guaranties, the pledge and Security Agreement and the Security

Agreement, Defendants are responsible to Plaintiff for all of their reasonable attorneys' fees,

costs, expenses and disbursements incurred by Plaintiff in an amount to be determined at trial.

89. Plaintiff has incurred, and continues to incur, attorneys' fees and expenses in their

efforts to enforce their rights and to have Defendants comply with the terms of the June 2012

Note, the September 2012 Note and the November 2012 Note.

WHEREFORE, Plaintiff demands judgment as follows:

i) On the First Cause of Action, for judgment in favor of Plaintiff against Defendant

Yippy, Inc. in an amount no less than $424,522 calculated as follows: (i) the June 2012 Note's

unpaid principal amount owed ($475,000); (ii) together with a default penalty of ($205,453.48)

less trading proceeds from equity sales totaling $255,931.50; (iii) and daily interest accruing

- 15 -

thereon at the statutory default interest rate of 9% per annum in an amount to be determined by

the Clerk;

ii) On the Second Cause of Action, for judgment in favor of Plaintiff against

Defendant Yippy in an amount no less than $90,111.48 calculated as follows: (i) the September

2012 Note's unpaid principal amount owed ($55,000); (ii) together with contractual interest

thereon at the rate of 15%per annum ($8,250), together with a default penalty of ($25,075); (iii)

and daily interest accruing thereon at the statutory default interest rate of 9% per annum in an

amount to be determined by the Clerk;

iii) On the Third Cause of Action, for judgment in favor of Plaintiff against

Defendant Yippy in an amount no less than $133,683.75 calculated as follows: (i) the

November 2012 Note's unpaid principal amount owed ($85,000); (ii) together with contractual

interest thereon at the rate of 18%per annum ($15,300), together with a default penalty of

($25.075); (iii) and daily interest accruing thereon at the statutory default interest rate of9% per

annum in an amount to be determined by the Clerk;

iv) On the Fourth Cause of Action, for judgment in favor of Plaintiff against

Defendant Mahoma in the amount of $648,317.23 under the terms of the Mahoma Guaranty;

v) On the Fifth Cause of Action, for judgment in favor of Plaintiff against

Defendant Granville in the amount of$648,317.23 under the terms of the Granville Guaranty;

vi) On the Sixth Cause of Action, for judgment in favor of Plaintiff against

Defendant Mahoma for an order foreclosing on this Defendant's interest in certain collateral

and directing the sale thereof, with the proceeds of such sale to be applied towards the

outstanding payment obligations due and owing to Plaintiff under the June 2012 Note,

September 2012 Note and November 2012 Note.

- 16 -

vii) On the Seventh Cause of Action, for judgment in favor of Defendant Yippy for

an order foreclosing on this Defendant's interest in certain collateral and directing the sale

thereof, with the proceeds of such sale to be applied towards the outstanding payment obligations

due and owing to Plaintiff under the June 2012 Note, September 2012 Note and November 2012

Note.

viii) On the Eighth Cause of Action, for judgment in favor of Plaintiff and against all

Defendants, jointly and severally, for all of Plaintiffs reasonable attorneys' fees, costs, expenses

and disbursements incurred in bringing this action.

ix) On all Causes of Action, interest and the costs and disbursements ofthis action;

and

x) For such other, further, and different relief as the Court shall deem just, equitable,

and proper.

Dated: New York, New YorkJuly 30,2014

SICHENZI~~ENCE LLP

By: "Michael H. Ference, Esq.Daniel Scott Furst, Esq.

61 Broadway, 32nd FloorNew York, New York 10006(212) 930-9700

Attorneys for Plaintiff Hanover Holding 1, LLC

- 17 -

VERIFICATION

STATE OF NEW YORK )) ss.:

COUNTY OF NEW YORK )

ARI SASON being duly sworn, deposes and says:

1. I am the Managing Director of Plaintiff in the above-captioned action.

2. I have read the foregoing Verified Complaint, and the same is true to my own

knowledge except to those matters alleged upon information and belief, and as to those matters, I

believe them to be true. The basis for my information and belief is: review of documents

maintained by me and documents in the public records.

ARI SASON

Sworn to before me this2Q_ day of July, 2014/'---'\,L---

Notary Public, Staie of New YorkOU8!:ficd in Rlc:,ln-cnd County

No. 0 1SM~32h8tr?9rJ~YCornnus sron Expires 03-1')-20-1(~