AFFIDAVIT OF BROOKE CRAWFORD STATE OF TEXAS - CARCON

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I, Brooke Crawford, being duly sworn, depose and state as follows:

I. Introduction

1. I am over the age of 18 years and competent to testify to the facts stated herein.

2. I am providing this affidavit based on my personal knowledge of the

circumstances surrounding the Carolina Contracting case.

II. Parties Involved

1. Carolina Contracting, LLC (“CC”) – A construction company generating

approximately $50 million annually.

2. Jay Sistrunk and Louis Matthews – Sellers of Carolina Contracting who are now

attempting to rescind the transaction.

3. Carolina’s Construction Holding Company LLC – Acquiring party of Carolina

Contracting, increasing the company’s assets by over $1 billion post-acquisition.

4. State and Federal Courts – Relevant legal forums where this matter is being

litigated.

III. Timeline of Events

1. Acquisition of Carolina Contracting

a. On March 10, 2024, my company acquired Carolina Contracting, LLC

from Jay and Louis under mutually agreed terms and executed contracts.

b. The acquisition included large construction contracts and significantly

increased the company’s asset portfolio, exceeding $1 billion.

2. Post-Acquisition Events

a. On May 22, 2024 Jay and Louis attempted to unilaterally rescind the

transaction without legal justification.

b. As a result, over $20 million in Carolina Contracting’s bank accounts

were frozen, severely impeding operations and cash flow.

3. Frivolous Legal Action

a. Jay and Louis filed a Temporary Restraining Order (TRO) and a

frivolous lawsuit in Cabbarus County Superior Court to disrupt

operations.

b. My legal team removed the case to Federal Court, where it is currently

pending.

IV. Breach of Contract and Legal Violations

1. Improper Attempt to Rescind the Transaction

a. Jay and Louis’s attempt to unilaterally rescind the sale violates

established contract law principles.

b. Case Law: Black v. Clark, 45 N.C. App. 318 (1980): Unilateral rescission

of a contract is invalid without legal grounds, mutual consent, or a

material breach.

2. Freezing of Funds

a. Jay and Louis acted in bad faith to freeze company assets without due

process or legal basis.

b. Such actions constitute interference with operations and breach of their

post-sale obligations.

3. Filing a Frivolous TRO and Lawsuit

a. The actions of Jay and Louis are intended to disrupt business operations

and inflict harm rather than resolve a legitimate dispute.

b. Legal Reference: Rule 11 of the Federal Rules of Civil Procedure:

Prohibits frivolous filings that lack evidentiary support or are brought to

harass or delay.

4. Misuse of White Privilege and Relationships

a. Jay and Louis have leveraged their relationships and status within the

local legal and business communities to advance unfounded claims

against my company.

b. This misuse of privilege has allowed them to exert undue influence,

delay proceedings, and harm my company financially.

V. Financial and Operational Impact

1. Frozen Assets

a. Due to the improper freezing of funds, operations at Carolina Contracting

were disrupted, causing:

i. Payment delays to vendors and employees.

ii. Breach of contractual obligations with large construction clients.

iii. Financial losses exceeding millions in delayed projects and

penalties.

2. Legal Expenses and Damages

a. Significant resources have been expended to defend against the frivolous

lawsuit, including legal fees and operational costs.

3. Damage to Reputation

a. The actions of Jay and Louis have caused reputational harm to Carolina

Contracting and impacted relationships with stakeholders.

VI. Relief Sought

I respectfully request that the court and relevant authorities take the following actions:

1. Immediate Release of Frozen Funds: To restore operations and prevent further

financial harm.

2. Dismissal of the Frivolous Lawsuit: Based on lack of merit and clear evidence of

bad faith.

3. Sanctions Against Jay and Louis: Pursuant to Rule 11 of the Federal Rules of

Civil Procedure, for filing frivolous and disruptive claims.

4. Compensatory Damages: For financial and reputational harm caused by the

unlawful actions of Jay and Louis.

5. Permanent Injunction: Preventing Jay and Louis from interfering with Carolina

Contracting’s operations.

VII. Conclusion

The actions of Jay and Louis represent a clear violation of contractual obligations and misuse of

legal processes. Their reliance on relationships and privilege to disrupt operations and attempt

financial harm must be addressed to ensure fairness and uphold the law. This affidavit is being

filed in the Middle District of North Carolina as of today December 17, 2024.