IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
IN RE VAULT HOLDINGS, LLC,
a Limited Liability Company,
PETITION FOR THE APPOINTMENT OF
A LIQUIDATING TRUSTEE TO OVERSEE THE DISSOLUTION
AND LIOUIDATION OF A LIMITED LIABILITY COMPANY
Petitioners, who are Members of Vault Holdings, LLC, a Delaware Limited
Liability Company ("Vault"), and/or parties in Civil Action No. 17676 pending in this Court,
respectfully petition the Court for the appointment of a liquidating trustee to oversee the
dissolution and liquidation of Vault pursuant to 6 Del. C. 5 18-803(a). In support of this
Petition, Petitioners state as follows:
1. Vault is a Delaware Limited Liability Company with its principal place of
business in Charleston, South Carolina. Vault serves as a holding company which, as of June
14,2000, owned approximately 42.5% of the voting shares in another holding company, Home
Account Holdings, Inc. ("HAHI"). HAHI, in turn, owns 100% of the shares of Home Account
Network, Inc. ("HAN"). HAN is engaged in the business of providing Internet banking and
brokerage lsoftware and services to financial institutions. Vault has no employees and conducts
no business separate from its stock ownership interest in HAHI.
2. The business and affairs of Vault are governed by a Company Agreement, dated
as of March 3 1, 1998, and amended as of June 4, 1998 (the "Company Agreement"). The
Company Agreement is attached hereto as Exhibit A.
3. Beginning in mid-1999, certain Members of Vault requested documents and
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE VAULT HOLDINGS, LLC,
A LIQUIDATING TRUSTEE TO OVERSEE THE DISSOLUTION
AND LIOUIDATION OF A LIMITED LIABILITY COMPANY
Petitioners, who are Members of Vault Holdings, LLC, a Delaware Limited
Liability Company, and/or parties in Civil Action No. 17676 pending in this Court,
respectfully petition the Court for the appointment of a liquidating trustee to oversee the
dissolution and liquidation of Vault pursuant to 6 Del.
business in Charleston, South Carolina.
Vault serves as a holding company which,
HAHI, in turn, owns 100% of the shares of Home Account
The business and affairs of Vault are governed by a Company Agreement,
as of March 3 1, 1998, and amended as of June 4, 1998 (the "Company Agreement").
out of the alleged wrongful refusal of the Board of Managers of Vault to permit such Members
to exercise certain alleged preemptive rights to purchase membership interests and warrants
representing a majority of the Membership Interests acted by written consent to:
and elect John Pernell, John Hagerty, and Victor Kliossis as the Board of
membership interests and thereafter, purporting to own a majority of the Members Interests,
No. 17676) under 6 Del.
Managers that have been or may be asserted, including the claims pending in Civil Action No.
Liability Company Act.
Vault signed the Agreement to Liquidate and thereby support the dissolution of Vault and the
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