An excerpt :
42. At the time Grisaffi abruptly resigned on June 30, 2017, he insisted that the Board approve an Indemnification and Release Agreement. At the time of his demand, Grisaffi owed fiduciary duties to the company including the duty of candor and full disclosure and the duty of loyalty including the obligation not to put his personal interest ahead of the interests of the
company. Grisaffi violated his fiduciary duties in obtaining an Indemnification and Release Agreement. Among other things, he never informed Rocky Mountain’s Board of Directors that he had failed to disclose the Employment Agreement to the Bankruptcy Court. In addition, he never fully disclosed the sum and substance of the Employment Agreement in terms of being
granted the right to the issuance of the Series A Preferred Stock which was ultimately conveyed to Li by and through her company, LSW, for no consideration. He further failed to notify the board of directors that he had authorized the issuance of the 10 and 11 million shares of stock to
Epic and Li for no consideration.
43. Just as importantly, the board was led to believe that LSW had a contractual obligation to fund Rocky Mountain.
44. Had Grisaffi fully disclosed the sum and substance of these material and selfdealing transactions to him and his business associates, which have detrimentally damaged Rocky Mountain, Rocky Mountain’s board of directors would never have approved the Indemnification and Release Agreement. The Agreement was not fair to Rocky Mountain, and
in obtaining it Grisaffi placed his personal interests ahead of those of Rocky Mountain. The Agreement is thus void and unenforceable.