`1521 West Concord Pike
`Suite 301
`Wilmington, DE 19803
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`www.fmglaw.com
`DANIEL M. YOUNG
`Partner
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`C: 302.985.3217
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`Daniel.Young@fmglaw.com
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`www.fmglaw.com
`September 11, 2025
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`Via FedEx Overnight and File & ServeXpress
`Honorable Morgan T. Zurn
`Vice Chancellor, Delaware Court of Chancery
`Leonard L. Williams Justice Center
`500 N. King Street
`Wilmington, Delaware 19801
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` RE: Mir Anwar, et al. v. Quip NYC Inc., et al.
` Civil Action No. 2025-0258-MTZ
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`Dear Vice Chancellor Zurn,
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` Pursuant to the Court’s invitation at oral argument on September 10, 2025, Plaintiffs Mir
`Anwar, Jeremy Krell, and Robert Horowitz (collectively, “Plaintiffs”) submit the following letter,
`respectfully requesting that the Court clarify and/or amend its September 10, 2025 Order granting
`in part Defendants’ Motion to Dismiss. (D.I. 27). Specifically, Plaintiffs request that the Court
`modify the method of dismissal of Count I (breach of fiduciary duty) from “with prejudice” to
`“without prejudice” and “with leave to amend” either (i) presently or (ii) pending discovery.
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` During oral argument on the Motion to Dismiss, the Court indicated that it was dismissing
`Count I because the linkage between the alleged fiduciary duty and breach—i.e., that Individual
`Defendants Simon Enever, William May, and George Wells withheld the subject transactions from
`Plaintiffs so that Individual Defendants could sell more of their personal shares—was not plead in
`the Verified Complaint. (See also D.I. 26, at 1-2). In response, Plaintiffs’ counsel argued that the
`linkage was a reasonable inference arising from the well-plead allegations. As an alternative,
`Plaintiffs’ counsel requested that Plaintiffs be afforded the opportunity to amend the Verified
`Complaint to include that reasonable inference as a specific averment. Plaintiffs have a good faith
`basis to add that allegation, and it has already been articulated in Plaintiffs’ Answering Brief in
`Opposition to Defendants’ Motion to Dismiss. (See D.I. 10, at 12). Accordingly, to the extent the
`addition of that allegation will cure the pleading deficiency, Plaintiffs request the opportunity to
`amend the Verified Complaint to insert an additional numbered paragraph(s) to that effect.
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`EFiled: Sep 11 2025 04:47PM EDT
`Transaction ID 77059716
`Case No. 2025-0258-MTZ
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`September 11, 2025
`Page 2 of 2
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`www.fmglaw.com
` Additionally, because the Court did not dismiss Counts IV through VI, discovery will begin
`forthwith. Plaintiffs contend that discovery will reveal information evidencing the linkage between
`the alleged fiduciary duty and breach. As such, there is good cause to dismiss Count I without
`prejudice, as the claims presented therein may be substantiated through forthcoming discovery.
`See CH. CT. R. 15(a)(5)(B) (“[A] dismissal under Rule 12(b)(6) or 23.1 will be with prejudice …
`unless the Court for good cause shown dismisses the complaint without prejudice.”). A dismissal
`without prejudice and with leave to seek amendment pending discovery will ensure that Plaintiffs
`may pursue their claims in Count I in the event the forthcoming discovery reveals evidence
`supporting a breach of fiduciary duty.
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` Plaintiffs therefore respectfully request that this Court amend its September 10, 2025 Order
`to dismiss Count I without prejudice and with leave to amend either presently or pending
`discovery. If necessary or helpful, Plaintiffs are happy to submit a formal motion and/or briefing
`in support of this request. Thank you for your attention to this matter—we are available at the
`convenience of the Court to address any questions or provide additional information.
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`Respectfully,
`FREEMAN MATHIS & GARY, LLP
`/s/ Daniel M. Young
`Daniel M. Young (DE #4945)
`Attorney for Plaintiffs
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`Words: 530/1,000
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`DMY/jpo
`Cc: Katie Barksdale (DE #6101)
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