Mr. Garza. This law ?rm represents HL South LLC. dba Theorem. which holds license no. 415534. Keri Jones, owner of HL South. received a notice from Lt. Rick Smith (EDS-Qd?-rr??l: rem 'i we on} today that the LCB intends to Issue an AVN to HL South on the basis of an atleged true party of interest violation. and that HL South's license will be cancelled as a result. I understand that Craig Kinzer. who represents the landlord or the retail location leased by HL South, reached out to you today and that you requested addllional information regarding HL South and the events that we assume have led to Lt. Smith indicating that an avid will be Issued. We believe that Lt. Smith's decision results from a misunderstanding of what is an admiltedly complicated 551 5f facts that resulted in Mr. Jones becoming the owner of HL South, and thal once properly understood. the facts clearly demonstrate thal no true party at interest violation has been committed. HL South was originally owned by ?rms Yanell. and was selected in the original lottery for Seattle retail licenses. In October 2:114. Mr. Jones and Mr. Tarnell entered Into a letter of intent in which Mr. Yarnell agreed to sell acts the Hi. South ownership interests to Mr. Jones. No money changed hands at that point. but Mr. Jones and Harry Jonas. his wife. were added to the HL South retail license application as a true party at interest shortly after entering into the LEI. Thmughout this process. Mr. ?r'arnell represented to Mr. Jones that Mr. Yarnetl was the sole owner of HL South. and that no other person had an ownership interest in HL South. For reference. I have attached a copy of the LDI and a cupy of the Electra-go materials submitted to the LES. around lhe same time. lvlr. Jones entered into a letter of intent with Chris Cody in which Ivlr. Cody agitated to sell may of the ownership interests in an entity called HL Seattle. which was selected in the original lottery for Mr. Vernon retai licenses. to an entity oontrolled by Ivlr. Jones. No money changed hands in connection with this and this transaction was never finalized tas described below}. Ivlr. Jones was aware that Mr. Cody and Mr. Varnell had been involved in p?ur business ventures together, but at no point did either lvlr. ?(smell or Mr. Cody provide any at shared mattersth in HL South or HL Seattle. .slrnost immediately after entering into these verlo-us disputes arose between Ivlr. Jones. Mr. Yen-tell and lvlr. {Jody about the terms of the purchase of HL South and HL Seattle. Around this time. Nick Antonie became Involved in the disputes. often oornmunicating with Ivlr. Jones on behalf of Mr. Jones and Mr. I'r?arnell. At no point did Ivlr. Antonie represent that he had any ownership in HL South or HL Seattle. As time passed and Mr. Antonie's personal involvement in the disputes increased. however. his relationship with Mr. lrams" and Mr. Cody became increasingly unclear. Also 1 during this time period, we submitted irirormaticn to the LCB outlining the nature ol' the dispute. in an attempt to be transparent and avoid any adverse. license-related consecuences From Mr. "t?arnell's actions. send a copy of this inform ation by separate email. These disputes escalated throughout 20:15. and it ultimately became clear that the parties would not be able to reach an agreement on the purchase ns outlined in the Hills. Instead. a settlement agreement was reached whereby Mr. Jones would pay a total at We settle all disputes. and Mr. ?r'arnell would transfer of HL South tthe Seatlle location} to Mr. Jones. We understood that Mr. ?r?an'tell. Mr. Cody end Mr. ?ntonie had agreed to split the settlement proceeds among themselves. Because of the ongoing resistance that Ivlr. ?rernell and Mr. Cody had demonstrated to reading contracts and other legal documents. let alone signing them. and because we were unclear as to what. if any. agreements had been made among lvlr. ?r'ernell. Mr. Cody and Mr. Antonie during the course of the dis putas. we made a stralog?c due-cram to document these hat-reactions simultaneously in a very simple purchase agreement and release that all parties signed {a copy is attached for reference}. Ivlr. Jones' primary concam was to obtain a clean brealt from Mr. Yemetl. lv'll'. Cody and Iv'lr. Antonie. and to ensure that none of them could malts any claims regarding the ownership of HL South or otherwise related to any at the disputes. and we determined that the best way to accomplish this was via an agreement whereby all parties agreed that they had no claims against each other. and agreed tt'teit Ivlr. Jones was the sole owner at HL South. At no point was the Mesa agreement and release intended to acknowledge that Mr. Cody or tv'lI?. Antonre was a true catty of interest with respect to HL South or that they otherwise had any control over it or right to receive any pro?ts resulting horn Its business activates. Rather. it was simply intended to provide Ivlr. Jonas with a clean break and the ability to move fonverd with the t?tnneieronr with thal {Tl-tanner in ?nwe-ninn Pat-min Pamentane ?amed Pruner-shin was.