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EFiled: Apr 18 2005 12:23PM EDT Filing ID 5633051
COURT OF CHANCERY
OF THE

STATE OF DELAWARE DONALD F. PARSONS, JR.
VICE CHANCELLOR New Castle County CourtHouse 500 N. King Street, Suite 11400 Wilmington, Delaware 19801-3734

Submitted: March 18, 2005 Decided: April 18, 2005

Cathy L. Reese, Esquire Paul D. Brown, Esquire Titania R. Mack, Esquire Greenberg Traurig, LLP 1000 West Street, Suite 1540 Wilmington, DE 19801 Re:

David J. Teklits, Esquire Melissa L. Guinan, Esquire Morris, Nichols, Arsht & Tunnell 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899-1347

CAPROC Manager, Inc. and CAPROC L.L.C. v. The Policemen's & Firemen's Retirement System of the City of Pontiac and The General Employees' Retirement System of the City of Pontiac, Civil Action No. 1059-N

Dear Counsel: This case stems from a dispute between shareholders of the Delaware limited liability company CAPROC LLC ("CAPROC"). CAPROC is a real estate operating company formed to own, acquire, develop, operate, lease and manage real estate and mortgages. CAPROC is governed by its operating agreement, entitled the Second

Amended and Restated Limited Liability Company Agreement (the "LLC Agreement" or "Agreement"). The Agreement specifically designates CAPROC Manager as

CAPROC's Managing Shareholder. The Policemen's & Firemen's Retirement System of the City of Pontiac and The General Employees' Retirement System of the City of Pontiac (collectively "Defendants") together own over 50% of CAPROC's outstanding

Civil Action No. 1059-N April 14, 2005 Page 2 shares.1 Defendants seek to remove CAPROC Manager as the Managing Shareholder of CAPROC and purport to have done so by a majority shareholder vote. In response to Defendants' actions, CAPROC Manager and CAPROC brought this suit for, among other things, entry of a status quo order and a declaration under 6 Del. C.

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