Delaware Court of Chancery rules against Edmondson in takeover dispute

IN THE COURT O F CHANCERY OF THE STATE O F DELAWARE ROY MITCHE LL EDMONDSO N, Plaintiff, v. DANIEL OAKES, ANDREW SMITH, JACQUELINE COMERF ORD, REMKO DE JONG, TE LIPORTER HOLDI NGS LTD., TELIPOR TER OVERLAY I NC., Defendants, TELIPORTER (US) INC. (n/k/a FANBOX E XPERIENCE INC.), Nominal Defenda nt. C.A. No. 2025- 1468 -LWW MEMORANDUM OPINION Date Submitte d: February 23, 2026 Date Decided: Febr uary 27, 2026 Roy Mitchell Edmondson, Grand Pra irie, Texas; Plain tiff, Pro Se Elizabeth Wilbur n Joyce, Ja son Z. Miller & Megan Ix Brison, SMITH, KATZENSTEI N & JENK INS LLP, Wilmington, De laware; Attorney s for Defendants Daniel Oakes, Andrew Smith, Jacqueline Comerford, Teliporte r Holdings, Ltd., Te liporter Over lay Inc., and Teliporter (US) In c. Remko de Jong, N ew York, New York; Defendant, Pr o Se WILL, Vice Ch ancellor

1 This post-trial decisi on resolves a control dispute over Teliporter (US) Inc. under 8 Del. C. § 225. Plaintiff Roy Mitchell Edmondson requests a declaration confirming h is status as the comp any’s sole d irect or by relyi ng on a technicality o f his own design. When Teliporter wa s formed as the United States subsidiary of a forei gn enterprise, E dmondson secretly withheld his s ignature fr om the f ounding co nsent to thwart a stoc k issuance to t he parent company. Ye t, he accepted t he parent ’ s funding and the officer titles the consent provided. Months later, seeking leverage in a personal compensation dispute, Edmondson invoked the u nsig ned consent. He issued a c ontrolling b lock of share s to himself and his assoc iates, then file d this suit to validate h is takeover. Edmondson ins ists his acti ons strictly com plied with Dela ware la w, but statutory compliance does not end the inquiry. Edmondso n acquiesced t o the parent ’ s ownership a nd is equitably estopp ed from denyin g it. His own entrenching stock issuance fails enhanced scrutiny and is voidable. His claim is also barred by unclean ha nds. Judgment is entered f or the defendants.

2 I. BACKGROU ND Unless otherwise noted, the following facts were stipulated to by the parties or proven by a pr eponderance of t he evidence at tr ial. 1 A. The Initial Meeti ng and Warner Contr act Plaintiff Roy Mitchell Edmondson and defendant Daniel Oakes met in 2022 at the Br itish Grand P rix, whi le Edmondson w as contra cting for a retail operation at the trac k site. 2 Realizing t hey ha d mutual interests, Edmondson and Oakes discussed operating a b usiness together. 3 In June 2022, O akes formed Telipor ter Holdings Ltd. (“Holdings”), a United Kingdom c ompany of which he is the s ole stock holder. 4 Holdings “deliver [s] [pop- up] retail spaces for music acts or sporting acts, entertai nment acts and brands.” 5 It was envisioned as a global operation, with subsidiaries across Europe, the United States, Australia, and the Middle East. 6 Defendant Andrew Smith was appointe d 1 See Joint P re-trial Stipulation and Proposed O rder (Dkt. 63) (“PTO”). Trial occurred over half a day, during which three fact witnesses testified by Zoom. Trial Tr. of Feb. 20, 2026 (Dkt. 74). Trial testi mony is cited as “[Name] Tr. _.” The trial record has 185 joint exhibits, including six deposition transcripts. Exhibits are cited by the numbers provided on the parties’ joint exhibit list as “JX _,” unless otherwise defined. See Joint Tr. Ex. List (Dkt. 63). Deposition transcripts ar e cited as “[Name] Dep.” 2 PTO § II ¶ 3; Oake s Tr. 87. 3 See Oakes Dep. 6, 9-10. 4 JX 55 at 6, 9-10. 5 Smith Dep. 20- 22; Oakes Tr. 88. 6 Smith Dep. 20- 22; Oakes Tr. 89.

3 Holdings’ Chief Operating Officer, and defendant Jacquel ine Comerford was appointed the F inance and Operat ions Manager. 7 In the fall o f 2024, Warner Music Experience (“WMX”) e ngaged Holdings to operate pop-u p retail stores in the U nited King dom and N orth America for the 2025 reunion tour of the rock band Oasis. 8 Edmondson was to function as a “local operational partner ” of Holdings to “find locations,... build the team and operate out on the U.S. el eme nt.” 9 Edmondson hired Sheri Timmons and Shane Teren zi to assist him w ith these efforts. 10 B. The Company’ s Formation To implement its business strategy, Holdings hired defe ndant Re mko de Jong to form a United States subsidiar y. 11 In March 2025, Comerford instr ucted de Jon g that “[t ]he company name would be: Teliporter (US) Inc. [and that it] would be 100 % owned b y UK Compa ny Teliporter Holdings Lim ited.” 12 On April 16, de Jong fi led a certificate o f incorporation with the Delaware Secretary o f St ate, establishing Teliporter (US) I nc. (the “Company”) and author izing the issuance of 200 shares o f 7 Smith Dep. 20-2 2; Oakes Tr. 92; Comerf ord Dep. 25. 8 PTO § II ¶ 4; see J X 5; Oakes Tr. 93, 96. 9 Smith Dep. 24; s ee Oakes Tr. 98. 10 Edmondson Dep. 63, 1 02; Oakes Tr. 95, 99, 1 01. 11 Comerford Dep. 28 -29; JX 18; de Jong Tr. 59. 12 JX 33 at 7.

4 stock. 13 de Jong, as the incorporator, also signed a w rit ten consent appointing Edmondson as the Company’s so le director. 14 On April 2 2, de Jong emailed Edmondson the inc orporation doc uments. 15 de Jong included a proposed written consent that would appoint Edmondson the Company’s President, Secret ary and Treasurer and purported to is sue 10 shares of its stock to Holdings (the “April Cons e nt”). 16 The April Consent was set up for Edmondson’s signature in his capac ity as the Comp any’s sole director. Edmondson neither ob ject ed to nor exec uted the A pril Co nsent. 17 He kept h is refusal to sign the document a secre t from the def endants. 18 C. Business As Usua l Over the next six months, the Company execute d on the U.S. portion of its WMX contract by setting up an Oasis merchandise store in Los Angele s, California. 19 Holdings took considerable steps to support the Company. 20 For 13 JX 27. 14 PTO § II ¶ ¶ 1- 2; J X 27; JX 33 at 1. 15 JX 35 (“April Consent ”). 16 Id. at 6-8; de Jong Tr. 61-62; Edmondson Tr. 11-12. 17 PTO § II ¶ 6; April Co nsent 8; de Jong Tr. 62; Edmondson Tr. 28-33. 18 Edmondson Tr. 30-33. 19 Smith Dep. 24- 25, 28. 20 Oakes Tr. 103 (“Well, from a central office function, we helped overs ee everything from the insurance to p utting in the payment proce ssing, wo rking o n recr uitment. We ran the back-office function to make sure that product and all processes were put in pl ace.”).

5 example, Comerford worked to finalize insurance coverage, and established a bank account for the Compan y at City National Bank (C NB). 21 Holdings also inf used the Company wit h a $225,000 “ [s]etup [l] oan. ” 22 Edmondson, Timmons, and Terenzi ra ised no concerns about Holdings’ steering o f the Comp any. To the contrary, on June 12, Edmondson asked O ake s, Smith, and Comerford for p er mission to “connect with [a] l a wyer to review the lease in the US” a nd so ught an update on insurance procurement. 23 Comerford respond ed by including Edmondson in her correspondence with the insura nce bro ker, in w hich she stated that the Company was a wholly owned su bsidiary of Holdings. 24 He d i d not correct her. Reimburseme nts also generally ran through Holdings, as the Company l acke d infrastructur e to process them. 25 Edmondson, Timmons, and Terenzi routinel y submitted reimbur sements for payme nt from Holdings. 26 21 Comerford Dep. 27, 3 1, 36; JX 17; JX 20; JX 49; Edmondson Tr. 34 -35. 22 PTO § II ¶ 8. 23 JX 62. 24 JX 68 at 3, 11 (“Te liporter (US) Inc. is a US comp any an d 100 % owned by the UK company. ”). 25 See JX 107 at 5 (Edmo ndson telling CNB that “Jackie [Comerford] has to approve on all the invoices I put i n”). 26 See, e.g., JX 74 (Tim mons i nvoice); JXs 95- 96 (Timmons invoice s); JX 57 (Terenz i invoice); JX 73 (Teren zi invoice); JX 78 (showing Edm ondson requesting a deposit from Holdings to cover dec oration cos ts); JX 76 (requesting payment fro m Holdings on i tems needed for the LA pop -up store).

6 The Los An geles store grosse d over $2 million in reve nue during August a nd September 202 5, around the time Oas is performed in Pa sadena. 27 D. The October Con sent On September 9, 2025, at de Jong’s request, Edmondson signed a form for the Company to transact business in Illi nois. 28 That form, which Edmondson execut ed in his capacity as a director and under penalty of perjury, reflected that the Company had issued 10 s hares of stock to Holdin gs. 29 But then Edmondson changed course. On October 7, he purported to i ssue 50 shares of Company stock to himself, T homas Tauzin, and Timmons each “ for the promise of future services ” (the “October Consent”). 30 He was motivated by a belief that he had not received equity in Holdings he was owed for h is services. 31 By awarding stock to himself and his associate s, he hoped to catalyze a “discussion 27 PTO § II ¶ 7; see Oasis Live ’25 World Tou r, Rose Bowl, rosebowlstadium.com/events/detai ls/475/oasis - live - ’25 - world -tour (last visited Feb. 26, 2026). 28 JX 10 5 (Illinois Form BCA 13.15, Appl. for Authority to Transact Business in I llinois); Edmondson Tr. 45 -46; de Jong Tr. 64. 29 JX 105; Edmondson T r. 46; see Edmondson Dep. 142- 43. 30 JX 110; P TO § II ¶ 9; see also Tauzin De p. 11-12 (Ta uzin expl aining that he is a Washington, D.C. -base d consultant). 31 Edmondson Tr. 51-52; see Edmondson D ep. 173.

7 about ownership” to “safeguard the sweat eq uity that [he, Timmons, and Terenzi]. .. had put int o the organizati on since it was s tarted.” 32 Edmondson took further steps to co nsolidate control of the Company. First, on O cto ber 8, he executed a unanimou s written consent removing Comerford as a signatory on t he CNB b ank acco unt. 33 Second, on October 9, he executed a certificate for CNB representing that he was the Company’ s 100% beneficial owner. 34 Third, on Oc tober 20, he filed a certificate o f amendme nt with the Delaware Secretary of State purporting to change the Company’s name to FanBo x Experience Inc. 35 In that filing, he identified himself as the Company’s Presiden t, Treasurer, Secretary, and sole director. 36 Finally, on October 28, he prepared a certified stock l edger reflecting t he October Consent ’s stock i ssuance. 37 E. The Ownership Dispute In late October, Comerford discovered that Edmondson had a dded Tauzi n as a signatory to the Company’s CNB account without her consent. 38 On N ovem ber 32 Edmondson Tr. 51-52; see Edmondson D ep. 172. 33 JX 111. 34 JX 113 at 2 -3. 35 JX 114 (Certificate of Amendment); see JX s 115-16. 36 JXs 114 - 16. 37 JX 118. 38 Edmondson Dep. 126 -27; Comerford Dep. 44 -45; JX s 122-23.

8 13, Edmondson revealed — for the first time — that he never executed the April Consent. 39 On November 19, de Jong —at Holdings’ directi on— formed defendant Teliporter Overlay, Inc. as a Delaware corporation. 40 Since Edm ondson had effectively seized the Co mpan y, Overlay w a s intended to fulfill Holdings’ United States b usine ss obligations. 41 On November 20, Oakes and de Jong executed a stock ledger tha t purported to reflect an April issuance of 10 shares of Company stock to Holdings. 42 The same day, de Jong also signed a new statement of incorporator purporting to appoint Oakes and Smith to a reconstituted two -person board of the Company. 43 F. This Litigati on On December 1 9, 2025, Edmondson, acting p r o se, fi led this litigati on under 8 Del. C. § 225, seeking a declaration th a t Holdings cannot rem ove him as a d irector of the C ompany. 44 I expe dited the ca se and entered a status quo order to govern the Company ’s operati ons during the pendency of this suit. 45 Due to exigencies with 39 PTO § II ¶ 11. 40 Id. ¶ 12; de Jong Dep. 20; JX 137; see also O akes Tr. 89. 41 Smith Dep. 19. 42 JX 1 35; Oakes Tr. 116. 43 JX s 136- 37. 44 See Dkt. 1. 45 See Dkt s. 9, 34.

9 the Los Angeles store lease and payment purportedly due to WMX, I s et the case fo r an expedited trial. 46 The defendants filed a pre -trial brief on February 16, and E dmo ndson filed a pre-trial brief the next day. 47 A half-day trial was held on February 20. 48 Bo th parties filed post -trial brie fing on February 2 3, and I took the m atter under advisement. 49 II. LEGAL ANALYSI S Section 225 (a) of the Delaware General Corporation L a w (DGCL) p r ovides that “ [u]pon application of any stockholder or director... t he Court of Chancery may hear and determine the validity o f any election, appointment, removal or resignation of any director or officer of any corporat ion. ” 50 The plaintiff bears the burden of proving his entitlement to relief by a preponderance of the evidence. 51 46 See Dkt. 48. 47 See Pl.’s Pre -trial Brief (Dkt. 68) (“Pl.’s Pr e- trial Br. ”); Def s.’ Pre -trial Br. (Dkt. 66) (“Defs.’ Pre- trial Br.”). 48 JXs 73 -74. 49 See Pl.’s Post - trial Brief (Dkt. 70) (“Pl.’s Pos t -trial Br. ”); Defs.’ Pos t -trial Br. (Dkt. 71) (“Defs.’ Post - trial Br.”). 50 8 Del. C. § 225(a). 51 In re IAC/InterActive Corp., 94 8 A.2d 471, 493 (Del. Ch. 2008).

10 Actions u nder Sectio n 225 are summary in character and “ in the nature of an in rem proceeding. ” 52 Because the proceeding is narrow in scope, the court may only grant relief needed to resolve the dispute over corporate office. 53 It will decline to address matters collate ral to decidin g the identity o f the entity ’ s lawful directors. 54 Here, there is no dispute that Edmondson has been the Company’s sole director since its formation in April 2025. 55 Edmondson initiate d this action to obtain a declarat ion that Holding s l acks the v otin g pow er to remove him. To adjudicate w hether Edmondson is immune from removal, I must d eterm ine who lawfully own s the Company ’s voting stock. Section 227(a) o f the DGC L grants the court anc illary jurisd iction in a Section 225 matter to “d etermi ne the right and power of persons claiming t o own stock to vote at any meeting of the stockholders.” 56 Holdings ha s asserted its ri ght 52 Arbitrium (Cayman Islands) Handels AG v. Johnston, 1997 WL 589030, at *4 (Del. Ch. Sept. 17, 1997). 53 See Genger v. TR Invs., LLC, 26 A.3d 180, 199 (Del. 2011) (“A Section 225 proceeding is summary in character, and its scope is limited to determining those issues that pertain to the validity of actio ns to elect or remove a d irector or officer.”). 54 See Avgiris Brothers, LLC v. Bouikidis, 2022 WL 4672075, at *13 – 14 (Del. Ch. Sept. 30, 2022) (declini ng to resolve collateral matters in the Section 1 8-110 context). 55 PTO § II ¶1. 56 8 Del. C. § 227(a); see also CCSB Fin. Corp. v. To tta, 3 02 A.3d 387, 390 (Del. 2023) (affirming the Co urt of Chancery ’ s invalidation of a board ’ s in struction to disregard certain votes in a Section 225 proceeding).

11 to exercise that voting power, 57 and Edmondson seeks a declarat ion that it lacks the authority to remove him. The dispute is therefore immediate and concrete, not hypothetical. Resolving th at ownership dispute is a prerequisite to whether Edmondson is entitled to the relief he seeks. 58 To be clear, m y determination of stock ownershi p and voting power is made solely for purposes of resolving the director control dispute under Section 225. I am n ot adjudicat ing plenary claim s relatin g to damages, rescission, or other forms of relief beyond th at n ece ssary to determine who has the present auth ority to remove dire ctors. A. The April 2025 I ssuance Edmondson relies on a strict reading of 8 Del. C. § 152, which states that stock may issue only upon valid board authorization. 59 He asserts that because he never executed the April Consent, no board action occurred, and no stock was issued to Holdings. 60 As such, h e insists that Holdings cannot rem ove him as the Com pany’ s sole director. 57 See supra notes 42 -43 and accompanying t ext; see PTO § IV ¶ 3 1. 58 See Zo har II 2005 -1, Ltd. v. FSAR Hldgs., Inc., 2017 WL 59568 77, at * 23 (De l. Ch. Nov. 30, 20 17) (noting that Section 225 implicitly grants t he court power to adjudicate beneficial owners hip if necessar y to deter mine the rightful directors, and that a judgment failing to resolve such a dispute w ould be meaningless). 59 8 Del. C. § 152. 60 Pl.’s Pre - trial Br. 3; Pl. ’s Post -trial Br. 2.

12 Because Edmon dson never s igned the April Consent, no b oard action authorized the issuance of Company s tock to Holdings. 61 But it would be deeply inequitable to pe rmit Edmondson to w eap onize this defect of his own de sign. Delaware law does not exalt form over substance. Rather, corporate acts are “twice - tested”— once by l aw and again i n equity. 62 As the Court of Chancery noted in Kalageorgi v. Victor Kamkin, Inc., the formal requirement s associated with stock issuances exist to evidence intent, not to defeat it. 63 The equitable doctrines of acquiescence and e stoppel bar the relief E dmondson seek s. 1. Acquiescence Edmondson acquiesced to Holdings’ ownershi p of the Company’s 10 issued shares. Acquiesce nce occurs where a c laimant: has full knowledge of his rights and the materia l facts and (1) remains inactive for a considerable time; or (2) freely does what amou nts to rec ognition of the complaine d of act; o r (3) acts in a manner inconsistent with the subsequent re pudiation, which leads the oth er party to believe t he act has bee n approved. 64 61 See PTO § II ¶ 6. 62 Klaassen v. All egro Dev. Co rp., 106 A.3d 1035, 1046 (Del. 2014) (citing Sch nell v. Chris -Craft Indus., Inc., 285 A.2d 437, 439 (D el. 1971)). 63 750 A.2d 531, 539 (Del. Ch. 1999) (“It is hardly frivolous . . . to argue that to invalidate [] stock for purely formalistic reasons would defeat not only the board’s clear intent but also the purpose of the formal requirements themselves, which is to create indisputable evidence that the boar d intended to authorize the issuance of the securities.”), aff’d, 748 A.2d 913 (Del. 2000). 64 Klaassen, 106 A.3d at 1047; see also Klaassen v. Allegro Dev. Corp., 2013 WL 5739680, at *20 (Del. Ch. Oct. 1 1, 2013) (explaining that “[a]s the disjunctive framing indicates, a defendant need only es tablish one of the bases for acquiescence”), aff ’ d, 106 A.3d 1035

13 The defendants have proven both affirma tive recognit ion and i nco nsistent acts by Edmondson t hat amount to acq uiescence. Edmondson knew he had withheld his s ign ature from the April Consent. He told no one. 65 At the same time, he engaged in months of conduct that recognize d th e docume nt’s validity. 66 The same A pril Con sent that would have authorized the issua nce of 1 0 share s to Hold ings appoin ted Edmon dson the Co m pany ’ s President, Secre tary, and Treasurer. 67 Though Edmondson ign ored the stock issuance portion of the c onsent, he embraced the c orporate title s it granted him. 68 He used them to appl y to transac t business in Illinois and to effectuate a corporate name change. 69 He cannot claim the corporate offices granted by the April Consent while repudiat ing the (Del. 20 14); In re Coinmint, LLC, 261 A.3d 867, 895 (Del. C h. 2021) (“[T]he doct rine of acquiescence effectivel y works an estoppel: where a plaintiff ha s remained silen t with knowledge o f her rights, and the defen dant h as knowledge of the plaintiff’s silence and relies on that silence to the defendant’s de triment, the plain tiff wi ll be estopped from seeking protection of t hose rights.” (quo ting Lehman B ros. Hldgs. I nc. v. Spanish Br oad. Sys., Inc., 2014 WL 718430, at * 9 (Del. Ch. Feb. 25, 201 4), aff’d, 105 A.3d 989 (Del. 2014))). 65 See Nevins v. Bryan, 885 A.2d 233, 247 (Del. Ch. 2005) (characterizing Nevins’ “fail ure to object” as “significant” and finding the passage of time during which he failed to object injurious to defendan ts, who “relied on Nevins’s apparent acquiesce nce to their” status as directors), aff’d, 884 A. 2d 512 (Del. 2005). 66 See, e.g., supra notes 19-26, 28-29, 33- 37 and accompan ying text. 67 April Consent 6- 8. 68 See Edmondson Tr. 27 (testifying that he believes he is the Presid ent, Secretary, and Treasurer of the Comp any). 69 JX 105; JX 114.

14 capitalizatio n structure set by the s a me document. By his affirmative conduct, he acquiesced to the issuance of shares to Holdings. 70 2. Equitable Es toppel Even if acquiescenc e did not independently bar Edmonds on’s request for relief, equitable estoppel compels the same result. The doctrine of eq uitable estop pel arises “ when a party by his conduc t intentionally or unintention ally leads another, in reliance up on that c onduct, to change position to his de triment. ” 71 The party invoking the doctrine must sh ow: (i) t hey lacked knowledge o r the means of o btain ing knowle dge of t he trut h of the facts in q uestion; (ii) t hey reasona bly rel ied o n the conduct of t he party ag a inst whom estoppel is claimed; and (iii) they suffered a prejudicial change of position as a res ult of their reliance. 72 All three eleme nts are satisfied here. 70 See Frank v. Wilson & Co., 3 2 A. 2d 277, 282 (Del. 1943) (affirming trial court’s finding that a plaintiff “could not accept the benefit off ered by the [recapital ization] plan and at the same time d[e]ny its validity” where plaintiff voted against the pla n, but later accepted post-recap dividends for two years without objection, under doctrine of acq uiescence); see also Chai v. M aginn, 2024 WL 43563 03, at *12-13 (Del. Ch. Oct. 1, 2024) (granting summary judgment for the defendant in light of plaintiff’s acquiescen ce to the defendant’s status as director), aff’d, 341 A.3d 506 (Del. 2 025) (TABLE). 71 Nevins, 885 A.2d at 2 49 (holding that a founder was barred by prin ciples of equita ble estoppel, and other equitable doctrines, from challenging tha t directors elected at a special election were not dire ctors (quotin g Wilson v. Am. Ins., 209 A.3d 902, 903-0 4 (Del. 1965))). 72 Id. at 249 (citation omitted).

15 First, Holdings lacked knowledge that the consent was unexecuted because Edmondson covertly w ithhe ld his s igna ture. 73 Perh aps Holdings could have demanded the executed signature page. But Edmondso n lulled Holdings i nt o a false sense of security by accepting his officer t itles and holding the Company out as Holdings ’ subsidi ary. 74 These facts are similar to Nevins v. Bryan, where the plaintiff disputed th e composition of a board b e cause a written consent he initiated was never forwarded to the other directors for signature. 75 The court applied equitable estoppel, lookin g past the t echnical availability of the corpor ate records and focusing on the plaintiff ’ s statements holding the defendants out as valid directors. 76 Edmondson likewise created the tech nical defect and hid it through mon ths of deception. Second, Holdings reasonably relied on Edmondson ’ s conduct. O akes had a longstanding relationsh ip with Edmondson and “ felt [he] could trust him.” 77 Though Oakes’ t rus t was misplaced, Edmondson gave him every reason to extend it. Indeed, Edmondson himself s igned a Foreign Corporation Certificate in I llinois, under 73 See April Consent; Ed mondson Tr. 30 - 33. 74 See, e.g., supra notes 20-26, 28-29, 35- 36 and accompan ying text. 75 Nevins, 885 A.2d at 23 8. 76 Id. at 2 49. 77 Oakes Tr. 98 (stating t hat he found it “inconceivable” that Edmonds on “would betray that trust”).

16 penalty of perjury, affirming that 1 0 shares of the Compa ny ’s sto ck had been issue d to Holdings. 78 Third, Holdings’ reliance on Edmondson’s acti ons caused it to suffer a detriment. Holdings infused the Company with capital, includ ing a $225,000 setup loan, transferred its goodwill by introducing the Company to its most valuable client (WMX), and provided comprehensive back -office support. 79 Holdings would not have bankrolled the U.S. operations or entrusted Edmondson with its clients had it known of Edm ondson’s de ception. 80 It was only after Ed mondson h ad accept ed th e benefits of the April Consent — utilizing his o ff icer titles and Holdings ’ capital to build the busine ss — that he effectively re pudiated the corporate structure and i ssued himself and his associates m ost of the Co mpany’s authorize d shares. 81 78 See JX 105; Edmondson Tr. 46; see also Edmondson Dep. 142. Edmondson argues that the Illinois certificate i s irrelevant becaus e it was made for “regulat ory purposes,” and is not an official corpora te action issuing stock. P l.’s Post -tri al Br. 4. Neverthele ss, the c ertificate is evidence of Edmondson ’s conduct in alignment with the April Consent. Cf. Grant v. Mitchell, 2001 WL 221509, at *4, *7-9 (Del. Ch. Feb. 23, 2001) (finding that an initial board was com posed of the individuals listed in a Foreign Corporation Certificate signed b y an incorpora tor/director when the initial consent ap pointing the directors wa s never executed). 79 PTO § II ¶ 6; JX 185; Smith Dep. 24-26; Comerford Dep. 31, 3 3- 35. 80 See Edmondson Dep. 102-04, 128-29, 136, 1 38, 141; see supra note s 20-26. 81 PTO § II ¶ 11; JX 110; see Hanniga n v. Italo P etroleum Co rp. of Am., 47 A.2d 169, 17 2- 73 (Del. 1945) (discussing the application of estoppel p rinciples where one wh o ha s accepted the “fruits or benefits” of a transaction “will be estopped to deny the validity and binding effect unless th e contract or transaction is in violation of som e positi ve la w or wel l settled rule o f public p olicy” (citing 2 Fletche r on Corporations § 77 3 (perm. ed.))).

17 * * * Edmondson cannot manufacture corporate control by exploiting a technical defect of his own making. Equity d oes not reward such trickery. 82 Thr ough his silence and willing acceptance of the Company ’ s funding and officer titles, Edmondson acquiesced to H oldi ngs ’ ownership. He is also equitably estopped from asserting otherwise. For purposes of this Section 225 p roce eding, Holdi ngs i s recognized as the holder of the Compa ny’s initial 10 shares and is en title d to exercise the voting rig hts associated w ith those shar es. B. The October 20 25 Issuance Edmondson next contend s t hat Holdings cannot remove him from the bo ard because the October Consent issued 150 shares to him and his associates. 83 The Company’s certificate of incor poration a uthorized 200 shares. 84 Edmondson, as t he sole director, had the legal authority t o issue authorized shares under Section 152. 85 82 Atlantis Plastics Corp. v. Sammons, 1988 WL 32371, at *3 (Del. Ch. Mar. 30, 1988) (“No man should profit from his own inequity or take advantage of his wrong.” (quoting Cardozo, The Nature of the Judicial Process, a t 41 (1921))). 83 See Pl.’s Pre -trial Br. 3-4 (arguing that the only valid stock issuance under Section 152 occurred on October 7, 2025); see JX 110. 84 JX 29. 85 See 8 Del. C. § 152; see also JX 18 2 (Comp any bylaws at art. III, § 1) (stating that the board consists of one d irector); JX 27 (appoint ing Edmondson as the sole director).

18 Because the issuance was not ultra vires or in contravention o f the Company’s charter, it is not void. 86 That does not mean Edmondson prevails, however. As the Delaware Supreme Court recently reiterated in Moelis & Company v. West Palm Beach Firefighte rs ’ Pension Fund, there is an “essential distinction between voida ble an d void acts.” 87 Corporate acts that fall within the board’ s statutor y p owe r but are taken “in v io lation of equitable principles” are voidable. 88 The d efen dants argue that the October Consent falls into t he l atter category as a self-interested maneuver designed to entrench Edmon dson. 89 “Inequitable action does not become permissible simply beca use it is legall y possible.” 90 Thus, despite E dmon dson’s compliance with Section 152 and the charter, I must deter mine whether eq uity permits Edmondson to rely upon the 86 See Klaasse n, 106 A.3 d at 1046 (explaining that acts within the power of a corp oration but executed in breac h of a director ’ s fiduci ary duties are voidable, n ot void). 87 — A.3d —, 2026 WL 184868, at *6 (Del. Jan. 20, 2026) (quoting Klaassen, 106 A.3d at 1046). 88 Moelis, 2026 WL 184 868 at *6. 89 Defs. ’ Pre -trial Br. 40 -41 (arguing that “ [w]here a boar d ’ s actio ns are shown to have been tak en f or the purp ose of entrenchment, they may not be per mitted to stand ” and that the issuance “ [m]ust [b ] e [s] et [a]s ide in [e]quity ” (citation omitted)); Defs.’ Post -trial Br. 6-7. 90 Schnell, 285 A.2d at 4 39.

19 October Conse nt to defeat h is removal. 91 Even a statutori ly authorized stock issuance may be disregarded if undertaken for an i nequitable purpose. 92 Coster v. UIP Companies outlines the governing framework. 93 Although s e lf- dealing transactions can implicate entire fairness review, 94 w here a stock issuance interferes with the stockholder franchise, enhanced scrutiny applies. Even if a transaction could satisfy entire fairness, it mu st still withstand enhanced scrutiny where it operat es to constrain the stockholder franchise. 95 Edmondson —the Company’s sole director— issued shares to himself and h is affiliates to interfere with his removal from the board. In doing so, he blocked Holdings from exercising its v otin g power. The October issuance therefore must 91 See CCSB Fin. Corp. v. Totta, 30 2 A.3d 3 87, 400 n.64 (Del. 202 3) (explaining in a Section 225 case tha t director action is “ ‘ twice- tested, ’ first for leg al authorizatio n, and second by equity ” (quoting In re Invs. Bancorp, Inc. S’holder Litig., 177 A.3d 1208, 1222 (Del. 2017)). 92 See Bäcker v. Palisades Growth Cap. II, L.P., 246 A.3d 81, 96 (Del. 2021) (invalidating board action s under e quitable principles, de spite technical compliance with corporate governance documents, where directors used deception to manufacture a quo rum and seize control). 93 300 A.3d 656 (Del. 20 23). 94 See Key ser v. Curtis, 2012 WL 3115453, at *13 (Del. Ch. July 31, 2012) (h olding that where a sole dire ctor issue d corporate stock to himself to gain control and preven t his removal, the transactio n wa s subje ct to entire fairness revi ew), aff’d sub nom., Poliak v. Keyser, 65 A.3d 617 (Del. 2013). 95 See Coster, 300 A.3d at 672 (explaini ng that “the court’s review is situationally specific and is independent of other standard s of review”); Totta v. CCSB Fin. Corp., 2022 WL 17517 41, at *19 (Del. Ch. May 31, 2022) (expla ining that equitab le review is not foreclosed in a Secti on 225 case), aff’d, 30 2 A.3d 387 (Del. 2023).

20 satisfy enhanced scrutiny. 96 Edmondson must show that (1) “the board faced a threat ‘to an important corporate interest or t o the achievement of a significa nt corporate benefit,’” and (2) his “response t o the threat was rea sonable in relation to the t hreat posed and was not preclusive or coercive to the stockhol der fr anchise.” 97 H e ca nno t do so. First, Edmondson has not identified a legitimate threat to cor porate polic y or effectiveness. By his own admission, he issued the stock as a “ safeguard ” to “ prevent anybody from taking Teliporter (U S) Inc. away ” by manufacturing le verage for his d eman ds to be compensated for “sweat equity” in Holdings. 98 Securing personal leverage i s not a corporate interest. Nor is Holdings’ potential 96 Coster, 300 A.3d at 667, 672-73; see also Johnston v. Pedersen, 28 A.3d 1079, 1089-90 (Del. Ch. 2011) (applying enhanced scrutiny in a Section 225 action regarding a contested director election). 97 Coster, 300 A.3d at 672 (quoting Phillips v. Insituform of N. Am., Inc., 1987 WL 16285, at *7 (Del. Ch. Aug. 27, 1987)). 98 Edmondson Dep. 172 - 73 (“Q: Why d id you issue the stock? A: It was a safeguard to just prevent anybody from taking Teliport er (US) Inc. a way. So th at we could have a discussion about ownership, and so that we cou ld safeguard the sweat e quity.... Q: Ensure your control of Telipo rter (US)? A: Correct. Q: Because you were not issued what you perceived to be your rightful equity in Telipor ter Holdings? A: Correct.”); id. at 171 (“Q: If you had gotte n an equity inter est in Telip orter Hold ings, fr om y our perspec tive, we wouldn’t be here today, correct? A: Correct.”); see Edmondson Tr. 5 1-52.

21 exercise of its removal right s a cognizable threat to the Company that could justify a defensive st ock issuance. 99 Second, even if a true threat existed (it did not), Edmondson’s response was disproportionate. The O ct ober Consent altered the Company’s capital structure to eliminate Holdings ’ ability to remove Edmondson. A defensive action is preclusive — and un reas onable — if it renders a successful stockholder vote mathematica lly unattainable. 100 Because the October issuance was w ithi n the board’s statutory authority but fails enhanced scrutiny, it is voidable in equity. For purposes of this Section 225 proceeding, the 150 shares purportedly i ss ued by the October Consent are disregarded i n determining voting contr ol. 101 99 See St ahl v. Apple Ban corp, Inc., 579 A.2d 1115, 1124 (Del. Ch. 1990) (“ [T]he prospect of losing a validly conducted shareholder vote cannot, in my opinion, constitute a legitimate threat to a corporate interest.”). 100 See Unitrin, Inc. v. Am. Gen. Corp., 651 A.2d 1361, 1388-8 9 (Del. 1 995) (holding that a defensive measu re is preclusive, and therefore unreaso nable, if it makes an insurgent ’ s victory mathematically impossible or realistically unattainable); see also Pel l v. Kill, 135 A.3d 764, 788 (Del. Ch. 2016) (enj oining a board reduction plan as preclusive because it mathemati cally eliminated the stockholders ’ ability to e stablish a n ew board majority). 101 I do not adj udicate the ultimate validity of those shares in this Section 225 suit. Given that Edmo ndson’s current status as a direct or is undisputed, I als o do not address whethe r the November 21 written consent is valid. See JX s 136-37; Defs.’ Post -trial Br. 6 (confirming the defendants are n ot presently “contend[ing ] that Plaintiff has been removed as director ” through th e November consent).

22 C. Unclean Hands Finally, even if Edmondson could survive equitable scrutiny, his claims are barred by the doctrine of unclean hands. 102 The doctrine “is aimed at providi ng courts of equity with a shield from the potentially entangling misdeeds of the litigants in any given case.” 103 “[T] he inequitable conduct m ust have an ‘immedi ate and necessary’ re lation to the c laims under wh ich relief is s ought.” 104 Edmondson initiated this Section 225 suit to s ecure judicial rec ognition of h is control over the Company. But that control was manufac tured through deception. He withheld his signature from the April Conse nt, concea led that omission, and now relies on it to assert exclusive authority — all to create leverage in a dispute over personal interests in Holdings. 105 Equity will not grant relief premised o n such conduct. 102 See Defs.’ Pre -trial Br. 46-49 (arguing that unclean hands bars Edmondson from obtaining relief); Bro wn v. Kellar, 2018 WL 6721263, at *6 (Del. Ch. Dec. 21, 2018) (addressing equitable defenses in a Sec tion 225 case, and observing that “Delaware courts reject the notion that ‘rigid, inflexible rules preclude this court from hearing anything but the narrowest argum ents in Section 225 ca ses”’ (citation omitted)). 103 Nakahara v. NS 1991 Am. Tr., 718 A.2d 518, 522 (Del. Ch. 1998). 104 Id. (citation omitted). 105 Edmondson Tr. 52; see supra note 98; cf. Macrophage Therapeutics, Inc. v. Goldberg, 2021 W L 258 2967, at *14 (Del. Ch. June 23, 2021) (noting that when a part y perc eives a breach of their rights, they must seek redress through the pro per channels rather than invoking extra -cont ractual “ self -help ”).

23 III. CONCLUSION For the above reasons, judgment is for the defendants. For p urpose s of this Section 22 5 proceeding, Ho ldings is enti tled to exer cise the voting rig hts associate d with 10 shares of the Company’s s toc k. The 150 shares purportedly issued to Edmondson, Tauzin, and Timmons in the October Conse nt are voida ble and disregarded for purposes of determining voting control. Holding s therefore has the present auth ority to act by written c onsent to re move Edmondso n as a director. The partie s must confer and submit a proposed form of fi nal judgment implementing these rulings within one business d a y. If no consensus is reached, they must file com peting prop osed orders withi n that same timeframe.