DISTRICT COURT, DENVER COUNTY, STATE OF COLORADO 1437 Bannock Street, Denver, CO 80202 Tel: (720) 865-8614 DATE FILED: October 2, 2018 3:00 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 Plaintiff: PAINTED SKY PARTNERS, LLC v. Defendant: COLFAX AND SABLE, LLC Attorneys for Painted Sky Partners, LLC Jon J. Olafson, Atty. Reg. No.: 43504 Kayla D. Dreyer, Atty. Reg. No. 49417 LEWIS BRISBOIS BISGAARD & SMITH LLP 1700 Lincoln Street, Suite 4000 Denver, Colorado 80203 Phone: 303.861.7760 Fax: 303.861.7767 E-mail: Jon.Olafson@lewisbrisbois.com Kayla.Dreyer@lewisbrisbois.com ▲COURT USE ONLY ▲ Case Number: 2018cv33033 Courtroom: 424 PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION COMES NOW Plaintiff Painted Sky Partners, LLC (“Painted Sky” or “PSP”) through undersigned counsel, who brings this Motion for Preliminary Injunction (“Motion”) and shows as follows: SUMMARY OF ARGUMENT I. INTRODUCTION Colfax and Sable, LLC (“Defendant”) hired Painted Sky to help it obtain financing for a real estate development project in Aurora, Colorado. Under the terms of the parties’ contract, Painted Sky was to be paid a fee in the amount of 2.5 percent of any funding secured. Through Painted Sky’s efforts, Defendant secured financing. Unfortunately, after Painted Sky rendered the contracted 4817-7589-7459.3 services to Defendant and the requisite funding for the project was secured, Defendant breached the relevant agreement when it refused to pay Painted Sky. Painted Sky initiated this lawsuit to recoup its fees and to be made whole for its efforts on behalf of Defendant. Since Painted Sky filed this lawsuit, it learned that Defendant and its affiliated companies have similarly rejected the requests for payment made by other companies and individuals with which it contracted to develop the same project. Further, Painted Sky discovered that Defendant intentionally misrepresented material terms of its funding to Painted Sky, presumably so it would not have to pay Painted Sky a higher fee. Painted Sky now reasonably believes that Defendant’s ability and willingness to pay is compromised, and seeks specific performance under the agreement or to enjoin Defendant’s ability to spend the loan proceeds rightfully belonging to Painted Sky. In its Complaint, Painted Sky asserts breach of contract, unjust enrichment, conversion, and civil theft claims against Defendant. These specific causes of action have been referred to an arbiter pursuant to the arbitration clause contained in the parties’ agreement. 1 However, Painted Sky’s request for equitable relief, which includes a request for an injunction and specific performance, as a remedy for Defendant’s breach of contract, is still proceeding before this Court because of a carveout of the arbitration clause in the parties’ agreement.2 This Motion for a Preliminary Injunction seeks to maintain the status quo and enjoin Defendant from utilizing those portions of its loan proceeds that account for Painted Sky’s Transaction Fee, or in the alternative, specific performance of the contractual obligations still owed to Painted Sky by Defendant. Given Defendant’s penchant for 1 These specific claims have been stayed pending arbitration by court order. The “Injunctive Relief” section of the relevant Agreement states, in relevant part, as follows: Injunctive Relief. It is understood and agreed that money damages will not be a sufficient remedy for any breach of threatened breach of this Agreement by [Defendant], its security holders or [Defendant’s] directors, officers, employees, agents or representatives and that PSP shall therefore be entitled to equitable relief, including an injunction or specific performance, as a remedy for any such breach or threatened breach in addition or in lieu of its rights and remedies set forth in Section 11 above, without posting a bond or proving actual damages. “Engagement Agreement,” attached as Exhibit 1, § 12. 2 4817-7589-7459.3 2 refusing to honor its obligations to its business associates, in addition to Defendant’s dishonest business conduct, a preliminary injunction is necessary to preserve Painted Sky’s rights pending resolution of this proceeding and the arbitration on the merits. Moreover, preliminary injunction should be issued without requiring Painted Sky to post a bond pursuant to the express language of section 12 of the Agreement, defined infra. Exh. 1. II. UNDERLYING FACTS Painted Sky is a family-owned and family-operated small Colorado business that assists other small business owners with obtaining financing necessary to reach their business goals. Defendant, who is managed and owned by R. Brian Watson and Donald Marcotte, is a company developing a project located at the intersection of Colfax and Sable in Aurora, Colorado (the “Citadel Project”).3 See “Affidavit of Adam Wimmer,” attached as Exhibit 2, ¶ 2. The Citadel Project, located close to the newly constructed Veterans Affairs Medical Center, was originally intended to provide certain services to veterans. It is for this reason that Painted Sky initially agreed to assist Defendant with finding funding for the Citadel Project. However, veteran services were eventually eliminated from Defendant’s plans. Exh. 2, ¶ 4. Upon information and belief, Watson and Marcotte made all management decisions for the Citadel Project, and all decisions, specifications, and financial obligations are the responsibility of both Watson and Marcotte. In early February, 2018, Marcotte and Matt Runyon (an employee of Northstar Healthcare Development) contacted Painted Sky to discuss finding debt-related financing for the Citadel Project. Exh. 2, ¶ 3. Marcotte and Runyon represented to Painted Sky that they were attempting to secure funding for the Citadel Project but had thus far been unsuccessful. These discussions led to the execution of an “Engagement 3 Upon information and belief, Northstar Healthcare Development and Northstar Commercial Partners are affiliated with Defendant in the furtherance of the Citadel Project, and are also owned and managed by R. Brian Watson and Donald Marcotte. 4817-7589-7459.3 3 Agreement” between Painted Sky and Defendant on February 13, 2018, whereby Painted Sky agreed to introduce Defendant to, and assist Defendant in reviewing and evaluating, prospective investors (the “Agreement”). See Id.; Exh. 1, § 3. A. The Agreement The Agreement was executed by Marcotte on Defendant’s behalf and Adam Wimmer as the Managing Partner for Painted Sky. The initial term of the Agreement began on February 13, 2018 and ran through August 13, 2018. Exh. 1, § 2. All of the facts at issue in this matter occurred during the initial term. The Agreement contains a “Scope of Services” section, which states, in pertinent part, as follows: PSP will perform strategic advisory services for the Company in connection with a potential Transaction as are customary and appropriate in the investment banking industry and as the Company reasonably requests, including: (1) introducing prospective Investors to the Company and assisting the Company in reviewing and evaluating potential Investors; (2) assisting in the preparation of the Memorandum … concerning the Company, which Memorandum shall not be made available to or used in discussions with prospective Investors until both the Memorandum and its use for that purpose have been approved by the Company, (3) analyzing proposals from third parties with respect to, and analyzing various proposals for, a Transaction and (4) if the Company decides to pursue a Transaction with any Investor, advising the Company with respect to the negotiation, structure and execution of the Transaction, and (if requested by the Company) participation in negotiations with the Investor and its representatives. Exh. 1, § 3. In exchange for the services provided by Painted Sky, the Agreement established numerous methods under which Painted Sky would be compensated. One such provision of the Agreement provides that “[f]or each Transaction that is consummated during the Term and/or during the Residual Period, the Company shall pay a transaction fee (“Transaction Fee”) equal to 2.5% of the total Consideration of the Transaction as an underwriting fee.” Exh. 1, § 6(c). 4817-7589-7459.3 4 The Agreement contains a “Definitions” section. In the “Definitions” section, the term “Company” is defined as Colfax and Sable, LLC and “its affiliates, subsidiaries, successor and assigns and any entity formed by the Company for purposes of effecting a Transaction.” Id., § 1(a). “Transaction,” is defined to include, among other things, “any non-traditional financing vehicle including but not limited to bank instrument financing.” Id., § 1(c)(iv). Further, “Investor” means: any person or entity (including each’s affiliates, subsidiaries, related parties and/or entities formed for purposes of effectuating any Transaction) to whom PSP first introduce the Transaction or who are first introduced to the Company as a potential counterparty to the Transaction during the Term…and/or Residual Period. Id., § 1(b). The “Residual Period” means “the 12 month period following the expiration of the Term or the termination of [the] Agreement, whichever occurs first, but in any event no earlier than 12 months from the expiration of the initial minimum Term.” Id., § 1(f). Moreover, the term “Consideration” pursuant to Section 1(c)(iv) of the Agreement (quoted above) means “the aggregate principal amount of any loans, lines of credit or other indebtedness or borrowed money, whether or not drawn.” Exh. 1, § 1(e). The Agreement also contains a “Non-Circumvention” clause. Exh. 1, § 9. Marcotte and Watson proposed a modification to this provision and Painted Sky agreed to it. The modified language was handwritten in blue ink on the Agreement before it was signed. The NonCircumvention clause, with Marcotte’s and Watson’s additions, states as follows: Company [Defendant] acknowledges that PSP’s business relationships are proprietary and essential to its competitive advantage in the marketplace and that as a material condition to entering into this Agreement, PSP is only agreeing to make certain introductions to the Company for the limited purpose of evaluating a Transaction. To the extent the Company wishes to pursue a business relationship with any party introduced to the Company by PSP during the Term or Residual Period, not previously known by Company, and to the extent that such business relationship does not fall within the definition of Transaction above, Company may only do so pursuant to PSP’s express written consent, which such consent shall be at PSP’s sole and absolute discretion. Should PSP elect, the parties agree to negotiate in good faith regarding compensation to PSP for any such business relationship. 4817-7589-7459.3 5 Exh. 1, § 9 (emphasis added). In sum, the Non-Circumvention Clause explicitly prohibits Defendant from engaging in a business relationship outside of the Agreement with any party introduced to Defendant by Painted Sky that is not previously known by Defendant, if the business relationship is one that falls within the Agreement’s definition of “Transaction” and PSP does not provide its express written approval to do so. Moreover, Defendant had direct knowledge that Painted Sky considered its business relationships to be proprietary and essential to retaining its competitive advantage in the marketplace, pursuant to the express language contained in section 9 of the Agreement. B. Painted Sky Helps Secure Funding for Colfax and Sable, LLC At the outset of the parties’ business relationship and in consideration of the NonCircumvention Clause, Painted Sky requested from Defendant a list of the prospective investors with whom it had already communicated or received commitment from regarding the Citadel Project. Painted Sky also requested copies of any term sheets received by Defendant from outside investors for the Project. No list was provided, no term sheets were produced, and Watson and Marcotte represented to Painted Sky that Defendant had no leads and no term sheets to provide. Exh. 2, ¶ 6. Subsequent communications from Defendant’s Development Manager for the Citadel Project further evidence that Defendant’s self-directed fund sourcing efforts had been fruitless. See Emails dated June 12, 2018, attached as Exhibit 3. Pursuant to the terms of the Agreement, Painted Sky began arranging introductions between Defendant and potential funding sources. In mid-to-late February, 2018, Painted Sky introduced Watson and Marcotte, as representatives of Defendant, to Ultegra Financial Partners (“Ultegra”). Ultegra is a confidential and proprietary business associate of Painted Sky, and the 4817-7589-7459.3 6 introduction of Ultegra to Watson and Marcotte was only made because it was the type of relationship contemplated by the terms of the Agreement. Exh. 2, ¶ 8. C. The Loan Transaction Painted Sky, Ultegra, and Defendant began working together to secure Defendant the finance it desired. Painted Sky stayed involved throughout the transaction. Exh. 2, ¶ 11. As a direct result of Painted Sky’s introduction of Watson and Marcotte to Ultegra, Defendant was finally able to secure funding for the Citadel Project. Initially, Ultegra agreed to fund Defendant’s loan in the amount of $5 million. Ultegra then found better loan terms from other potential sources of funding. One such lender is named BRELF II, LLC (“Broadmark II”). Upon information and belief, Defendant did not know Broadmark II or Ultegra prior to Painted Sky’s introduction. Exh. 2, ¶ 9. Painted Sky stayed involved in all negotiations leading up to Defendant’s securing financing. Exh. 2, ¶ 12. On April 6, 2018, Ultegra issued a term sheet for funding of the Citadel Project to Defendant, attached as Exhibit 4. On or around May 24, 2018, Broadmark II issued a separate loan commitment to Muhammad “Moe” Howard, managing principal and chief executive officer of Ultegra. See Commitment Letter from Broadmark Real Estate Management, LLC dated May 24, 2018, attached as Exhibit 5. Subject to obtaining underwriting, the commitment letter contemplated a loan that would cover liens and debt at the Citadel Project ($5 million), horizontal construction ($5 million), interest reserve ($550,000), a lender fee and a broker fee (3 percent and 2 percent, respectively), and title insurance/closing costs (estimate $10,000), in exchange for utilizing the Citadel property as collateral for the loan. Then on June 11, 2018, Ultegra sent a commitment letter for a proposed credit facility, assigning its April 6, 2018 term sheet to its assignee - Broadmark II. See Commitment Letter from 4817-7589-7459.3 7 Ultegra dated June 11, 2018, attached as Exhibit 6. The June 11, 2018 commitment letter, through which Ultegra assigned its term sheet to Broadmark II, was executed by Mr. Marcotte. The closing of the loan was complicated, however, by Defendant’s default on the Citadel property’s mortgage. The Citadel Project sits on two lots near the corner of Colfax and Sable Streets in Aurora, Colorado (the “Citadel Property”).4 Public records indicate that Defendant purchased the vacant Citadel Property on or around August 19, 2016 from Monterey Pointe Associates, LLC (“Monterey Pointe”). See “Special Warranty Deed,” attached as Exhibit 7. Defendant borrowed $6,975,000 from Monterey Pointe to buy the property in exchange for a first-priority lien on the Citadel Property. See “Deed of Trust,” attached as Exhibit 8. However, Defendant apparently failed to make its duly owed interest payments on the loan in May and June, 2018, and also did not pay property taxes for the Citadel property, defaulting on its note. See Correspondence dated June 8, 2018, attached as Exhibit 9. On June 8, 2018, Monterey Pointe initiated foreclosure proceedings, and on June 19, 2018, Monterey Pointe filed a breach of contract action against Defendant and Watson and Marcotte personally related to the default on the loan. See Complaint filed in the action styled Monterey Pointe Assocs., LLC v. Colfax and Sable, LLC, Case No. 2018CV32285, Denver County District Court. Further hindering Defendant’s effort to obtain funding was a mechanic’s lien that was filed against the Citadel Property by subcontractor Galloway & Company on June 1, 2018 for unpaid work on the Citadel Project. See Mechanic’s Lien, attached as Exhibit 10. These complications, all of which were outside of Painted Sky’s control, made it extraordinarily difficult to obtain financing for Defendant. 4 Upon information and belief, the parcels bear the following legal description: PARCEL A: LOT 1, BLOCK 1, MONTEREY POINTE SUBDIVISION FILING NO. 3, COUNTY OF ARAPAHOE, STATE OF COLORADO. PARCEL B: LOT 1, BLOCK 1, MONTEREY POINTE SUBDIVISION FILING NO. 2, COUNTY OF ARAPAHOE, STATE OF COLORADO. 4817-7589-7459.3 8 From February, 2018 through mid-July, 2018, Painted Sky, Ultegra, Watson, Marcotte, and Defendant’s representatives communicated extensively with each other by email and phone about these significant road blocks. See Exh. 3; see also Text messages dated May 23, 2018 through July 25, 2018, attached as Exhibit 11; Emails dated June 19, 2018 through July 9, 2018, attached as Exhibit 12. These communications would have never occurred without Painted Sky’s fulfillment of its obligations under the Agreement. Exh. 2, ¶ 14. Painted Sky, through Mr. Wimmer, played a pivotal role in keeping the deal alive and being point of contact for securing a loan commitment and underwriting for the transaction. Painted Sky worked tirelessly with Ultegra, Broadmark II, and Defendant and its affiliated entities on Defendant’s behalf to iron out all of these issues so that the loan could close on Defendant’s expedited timetable.5 After months of hard work, on June 11, 2018, Defendant received a Commitment Letter for financing. Pursuant to the Agreement, on June 12, 2018, Painted Sky sent Defendant its invoice for its Transaction Fee calculated according to the terms of the June 11, 2018 Ultegra Commitment Letter. In response, Marcotte represented that “[t]his would be a fee I would love to pay at closing. Let's get it to closing.” See Emails dated June 12, 2018, attached as Exhibit 13, at 2. On the same date, Defendant requested that Painted Sky continue to “help us get over the last hurdle with [Ultegra],” and also help Defendant source additional debt and “get Citadel to the finish line.” See Exh. 3 at 2. On July 7, 2018, Matt Runyon, employee of Northstar Healthcare Development, LLC, who was working on behalf of Defendant, told Watson that he should speak directly to Adam Wimmer (Managing Partner of Painted Sky), because “Adam’s really the only one with solid contact with Mo[e] at this point.” Emails dated June 19, 2018 through July 9, 2018, attached as Exhibit 14, at 4. 5 Painted Sky was informed repeatedly by Defendant that the deal must be closed “immediately” on account of Watson’s political campaign for Colorado State Treasurer. See Exh. 12 at 3. 4817-7589-7459.3 9 On July 9, 2018, Watson acknowledged the pivotal roles played by Painted Sky in obtaining and underwriting the loan, stating that “[w]e need to close the loan this week, and can’t afford to have any more delays. We can be an ongoing source of solid business for you and [Ultegra], but need this deal closed now.” See Exh. 14 at 2. Then on July 25, 2018, Painted Sky participated on a conference call with all of the entities prior to final closing on the loan. See Text messages, attached as Exh. 11 at 3. These are merely a handful of examples of the role that Painted Sky played in obtaining funding for the Citadel Project. Painted Sky was led to believe that on or around July 26, 2018, Defendant received financing in the amount of $5,941,489 from Broadmark II. Upon submitting Painted Sky’s invoice to Defendant for payment, Defendant balked and refused to pay Painted Sky’s duly owed Transaction Fee based upon the $5.9 million Transaction, demanding that instead, Painted Sky “present…what you think is fair for what [Painted Sky] contributed to the final closing.” See Invoice of Painted Sky Partners, LLC to Defendant, attached as Exhibit 15; Emails dated July 27, 2018 through July 30, 2018, attached as Exhibit 16. Painted Sky subsequently learned that the true amount of the Broadmark II loan was in the amount of $16,300,000, and thus the Transaction Fee it is entitled to under the Agreement is higher than it originally believed. See Exh. 2, ¶ 16. Painted Sky unfortunately does not have access to the final closing documents for the loan, but discovery in this matter should clarify the specific terms that were agreed to at closing. Painted Sky was continually involved in the lending process between Defendant and Ultegra leading up to Broadmark II’s final decision to provide financing for the Citadel Project. Painted Sky contends that Broadmark II was acting the entirety of the negotiation and closing process as Ultegra’s assignee of the April 6, 2018 term sheet. Upon information and belief, 4817-7589-7459.3 10 Defendant has likewise refused to pay contractually owed fees to Ultegra and others involved with developing the Citadel Project. Exh. 2, ¶ 18. III. LEGAL STANDARD In Colorado, the process of obtaining a preliminary injunction is governed by Rule 65. The purpose of a preliminary injunction is to preserve the status quo, protect rights, or prevent irreparable harm pending the final determination of a case. See City of Golden v. Simpson, 83 P. 3d 87, 96 (Colo. 2004). Injunctive relief should not be indiscriminately granted, but should be exercised sparingly and cautiously and with a full conviction on the part of the trial court of its urgent necessity. Rathke v. MacFarlane, 648 P.2d 648, 653 (Colo. 1982). A party is entitled to a preliminary injunction under Colorado law when it establishes: (i) a reasonable probability of success on the merits; (ii) a danger of real, immediate, and irreparable injury which may be prevented by injunctive relief; (iii) lack of a plain, speedy, and adequate remedy at law; (iv) no disservice to the public interest; (v) balance of equities in favor of the injunction; and (vi) the injunction will preserve the status quo pending a trial on the merits. City of Golden, 83 P.3d at 96. Painted Sky is able to satisfy all six of these conditions. IV. ARGUMENT A. Painted Sky Will Likely Succeed on its Breach of Contract Claim Painted Sky’s success as to the underlying claims in this lawsuit is highly likely. 6 To establish a claim for breach of contract, Painted Sky must prove: (i) a contract existed; (ii) the Plaintiff performed its obligations under the contract or was excused from such performance; (iii) the Defendant failed to perform its obligations under the contract; and (iv) the Plaintiff sustained damages as a result. Hollingshead v. Province Healthcare Co., Civil Action No. 04-cv-02092-MSK- 6 Painted Sky believes it will prevail on all of its causes of action, but for the purposes of this Motion, only addresses its breach of contract claim because the Agreement provides for injunctive relief as a contractual remedy. 4817-7589-7459.3 11 PAC, 2006 U.S. Dist. LEXIS 53888, at *8 (D. Colo. July 20, 2006). Defendant and Plaintiff voluntarily and knowingly entered into the Agreement and acquiesced to all terms and conditions set forth therein. The Agreement is enforceable, and its terms are unambiguous. Painted Sky performed the services contemplated by the Agreement, which resulted in Defendant receiving funding for the Citadel Project in the amount of $16.3 million. The loan commitment from Broadmark II, acting as the assignee of Ultegra, falls within the definition of “Transaction” pursuant to the Agreement. The Broadmark II loan commitment triggered the “Compensation” provision contained in the Agreement. The business relationships between Defendant and Ultegra and Defendant and Broadmark II (as assignee of Ultegra) fall within the Agreement’s definition of “Transaction.” Painted Sky did not provide its express written approval to engage in a business relationship outside of the Agreement with either Ultegra or Broadmark II, and upon information and belief, no previous relationship existed between Broadmark II or Ultegra and Defendant prior to the efforts made by Painted Sky. Despite receiving a sizeable loan as a result of Painted Sky’s work, Defendant has failed to make any payments to Painted Sky pursuant to the “Consideration” clause and other terms contained in the Agreement, and in fact demanded that Painted Sky revise its invoice to something that was “fair.” There is no justification for Defendant’s failure to perform. Defendant’s breach of the Agreement has caused Plaintiff damages in excess of $415,000.00. Here, Defendant entered into a valid contract, then intentionally, openly, and publicly violated it, and at the same time sought to make profit out of that violation. See Boulder Med. Ctr. v. Moore, 651 P.2d 464, 466 (Colo. App. 1982) (quotations omitted). The Agreement fails to provide any stipulations as to Defendant’s payment to Painted Sky based on the type of loan received. Instead, the Agreement is applicable to any financing received. Thus, Painted Sky will 4817-7589-7459.3 12 likely be successful on its breach of contract claim, and is entitled to general and special damages, including specific performance under the Agreement. B. There is a Danger of Real, Immediate, and Irreparable Injury to Painted Sky If an injunction is not issued, Painted Sky is extremely and reasonably concerned about Defendant’s financial solvency and ability to pay it the money it is owed under the Agreement. Defendant has a pattern and practice of failing to pay its contractors on the Citadel Project, and Painted Sky is reasonably cautious about any promise that Defendant will be able to satisfy a future judgment. Defendant has recently closed on a $16.3 million loan and is believed to have used some of those proceeds to pay for construction at the Citadel Property and pay in full its note with Monterey Pointe. Painted Sky’s claimed portion of the Broadmark II loan proceeds ($415,000.00) should be held in the registry of the Court until this matter is resolved so that those funds are not utilized on the Citadel Property’s development or otherwise disgorged. Painted Sky further suspects it may be owed additional monies from Defendant through the “Residual Period.” Injunctive relief is absolutely necessary to prevent these real, immediate and irreparable injuries to Painted Sky pending the resolution of the merits of this case. C. There is Not a Plain, Speedy, and Adequate Remedy at Law There is no speedier, alternative remedy at law for Painted Sky. Defendant’s breach occurred on or around July 30, 2018, and this lawsuit resulted approximately two weeks later. Defendant has steadfastly refused to pay Painted Sky for the services it rendered. The parties are at the initial stages of initiating arbitration on the claims but have no idea how long the arbitration proceeding with last. An injunction is required to ensure that Painted Sky’s equitable remedies, including that of specific performance, are preserved. Painted Sky knows of no other legal avenue available to preserve the status quo. 4817-7589-7459.3 13 D. Granting a Preliminary Injunction Will Serve the Public Interest Granting Defendant’s Motion will serve the public interest in several respects. First, there is a significant public interest in enforcing provisions of a contract where one party has fully performed and the other has not abided by its obligations. The public has a genuine interest in ensuring that contractual provisions between parties have been fully enforced, especially where the contract terms are expressed with a reasonable certainty. See Oles v. Watson, 57 Colo. 246, 265, 141 P. 489, 496 (1914) (“Equity will only require a reasonable certainty in a contract sought to be enforced, and if the meaning, taken as a whole, is intelligible to the court, specific performance will be decreed.”). Further, this is not the type of one-sided, oppressive, unconscionable contract that would constitute adhesion. Both parties had a hand in drafting the provisions of the Agreement and are highly sophisticated. It is clear that Defendant is simply allergic to paying Painted Sky for services that have been rendered. E. Equity Favors Issuance of the Injunction Painted Sky and Defendant have a dispute as to whether Painted Sky is owed a Transaction Fee for the Broadmark II transaction. Without a preliminary injunction, during the pendency of this dispute, Painted Sky is at risk of losing access to fees that should have been built into the transaction and closing costs for the Broadmark II loan. Painted Sky has clearly provided a significant benefit to Defendant, for which it has never been compensated. Painted Sky is prepared to demonstrate through testimony that Defendant has engaged in a pattern of conduct by which it neglects and refuses to pay its contractors for the Citadel Project. Given the very recent posting of the Citadel Property for foreclosure, Painted Sky is concerned about the solvency of Defendant. Here, Defendant has access to $16.3 million, a portion of which should be placed into the Court’s registry pending the outcome of this action. It would be a grave 4817-7589-7459.3 14 injustice should Painted Sky succeed on this action, but not be able to satisfy its judgment because the loan proceeds have been disgorged. Moreover, it is concerning that Defendant may be able to contract with additional entities (such as construction subcontractors) presuming it can pay those contractors with funds currently owed to Painted Sky. F. The Injunction Will Preserve the Status Quo Pending a Trial on the Merits The purpose of a preliminary injunction is to preserve the status quo. Defendant has access to $16.3 million as a result of the significant resources and work that Painted Sky provided it over the course of six months. Painted Sky’s Transaction Fee, like a consulting or finder’s fee, is the type of cost that would ordinarily be incorporated into a loan’s terms and the lender should have been provided notice that such fees were tied to the Transaction. However, Painted Sky was never provided copies of the final loan documents executed at closing, and therefore has no knowledge whether its Transaction Fee was contemplated by the parties to the loan. Painted Sky maintains that enjoining Defendant from using its Transaction Fee, and ordering it be deposited into the Court’s registry, is the only way to preserve the status quo as construction at the Citadel Project presumably moves forward. V. CONCLUSION For the reasons set forth above, Painted Sky respectfully requests that the Court immediately order Defendant to deposit an amount equal to $415,000 into the Court’s registry pending resolution of the equitable relief sought by Painted Sky before this Court or the arbiter issue its findings (whichever occurs first), and that the Court formulate whatever other injunctive relief is required by considerations of equity and fairness. Further, Painted Sky contends that it need not deposit any money into the registry of the Court by way of a bond to obtain an injunction against Defendant pursuant to section 12 of the Agreement. 4817-7589-7459.3 15 Respectfully submitted this 2nd day of October, 2018. LEWIS BRISBOIS BISGAARD & SMITH LLP Original signature on file at Lewis Brisbois Bisgaard & Smith LLP, pursuant to C.R.C.P. 121 § 1-26 s/ Jon J. Olafson Jon J. Olafson, Atty. Reg. No. 43504 Kayla D. Dreyer, Atty. Reg. No. 49417 LEWIS BRISBOIS BISGAARD & SMITH LLP 1700 Lincoln Street, Suite 4000 Denver, Colorado 80203 Tel: (303) 861.7760 Email: Jon.Olafson@lewisbrisbois.com Email: Kayla.Dreyer@lewisbrisbois.com Attorneys for Plaintiff Painted Sky Partners CERTIFICATE OF SERVICE I hereby certify that on this 2nd day of October, 2018, a true and correct copy of PLAINTIFF’S MOTION FOR PRELIMINARY INJUNCTION was filed and served electronically via Colorado Courts E-filing, as follows: Nicole Westbrook, Esq. Jones & Keller 1999 Broadway, Suite 3150 Denver, CO 80202 nwestbrook@joneskeller.com s/ Suzanne M. Neel A duly signed original is on file at the Law Offices of LEWIS BRISBOIS 4817-7589-7459.3 16 DATE FILED: October 2, 2018 3:00 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 225 1 7'h Strcct tjcnvcr, Colorado 00202 1 ?20.491.1422 Pa i ntedS kyPat'ttrers'col'lt Engagement Agreement under which Palnted Sky Thls Engagement ABreement ("Agreenrent") will confirnt the terms and conditlons partners, LLC, a llmlted liability company located in Denver, Colorado ("PSP'), ls engaged as lnvestment ('tonrpany'')' PsP ancl company may be referred to advlsor to Cotfax and Sable, LLCa Coloraclo Corporation lndlvidually in this Agreement as a "party" and jointly as "partles"' 1. Deflnitions. For the purposes of this Agreement: [a) Company means the Company and, as used herelnafter shall include, its affillates, purposes subsicliaries, successor and asslgns and any entlty formed hy the Company for effecting a of Transactlon (defined below)' (h) tnvestor means any person or entity (including each's afliliates, subsidiaries, related frartles and/or entiles formed for purposes of etfectuating any Transactionl to whom PSP first potential introduce the Transactlon or who are flrst introduced to the company as a Period counterpafty to the Transaction durlng the Term (defined trelow) and/or Residual (defined below). [c) lnvestor: Transaction means any of the followlng, to the extent constlmmated wlth an i. the sale of any minority equity ancl/or debt securities of the Company or slmllar capital raise bY the ComPanY; ll. . the sale of all or a majority of the assets of the colnpany or the acqulsltlon of more than 50% ofthe votlng power of the Conrpany by another entlty by means ofany transaction or series of relatetl transactlons (lncludlng, wlthout llmltatlon, any acquisition of capital stock, reorganization, Inerger,ior co4solldatlon); ; lll. any joint venture transactlon involving the Cornpany, or lv. any non-traditional financing vehicle lnclucling but not llmited to bank lnstrurnent financing., (cl) Transactlon Date means the date of the closing of a Transaction. This Agreement colttemplatesthatthcremaybemultipleTransactionDates. (e) Conslderation means for any Transaction (A) pursuant to l(c)(l) or (ii) above, the Eross proceeds (prior to any applicable rleductiorrs) received by the Company ln connection wlth any equity and/or debt investment upon each Transaction; provided, that, for the avoldance of doubt, earn outs and deferred consideration shall only constittlte "Conslderatlon" upon payment of same by the lnvestor(s); providecl, frtrtlter, that, lf the payment occurs followlng EXHIBIT 1 Painted SIcv 1225 17il,Street Denver', Colorado 80202 72A.+91.1+22 Pal rrtcdS lry Pal'tr lcr.s.coltt the Terrn hereof, but the correspondlng olrllgatlon ls incurred durlng the Term hereof, the obllgatlon to pay a Transaction Fee with respect to such Consideratlon shallsurvlve the Term hereof untll paid or flnally determlnecl not to be payable bY a court of competent Jurlsdictlon; (B) pursuant to 1(c)(lli) above, the aggregate value (cash plus securities and other non-cash contrtbutions) of lnvestor in such a Joint ventu!€, and (C) pursuant to l(cl(iv), the aggregate prlnclpal amount of any loans, llnes of credit or other lnclebtedness or bonowed money, whether or not drawn. (I) Z, neslduat Perlod means the 12 month perlod following the explratlon of the Term or the termlnatlon of this Agreement, whlchever occurs first, but ln any avent no earlier than 12 months from the expiratlon of the lnitial rnlnimum Terrn (defined horaafter). Engagement, The lnitialterm of this Agrcemont ("Term")wlll bo for a mlnlmum of 180 days from the date hereof. The Term wlll then be extended autornatlcally for addltlonal terms of 30 days each unless this Agreement ls termlnated by elther party hereto by gtvlng the other pany at least 10 buslness days advance wrltten notlce of termlnatlon prlor to the end of the then current Term. The provisions concernlng lndemnlflcatlon and tha Company's obllgatlons to pay Transactlon Fees Ternt of (defined below) and reimburse expenses shall survlve tho oxpiratlon or carller ternrlnation of thls Agreement. 3. Servtces. PSP wlll per{orm strateglc advlsory serutces for the Company ln connectlon wlth a potantlalTransactlon as are custornary and approprlate ln the lnvestment banklng lndustry and as Smpe of the Cornpany leasonably requests, lncludlng: (1t lntroduclng prospectlve lnvestors to the Company and asslstlng the Company ln revlewlng and cvaluatlng potentlal lnvestors; (2f asslstlng ln the preparation oftheMemorandum (as defined below)concerningtheCompany, whlch Memorandum shall not be made avallable to or used ln discussions wlth prospective lnvestors untll both the Memorandum and its use for that purpose have been approved by the Company, (3) analyzing proposals from third panles with respect to, and analyzlng varlous proposals for, a Transactlon and (4) lf thc Cornpany decldes.to pursue A Transaction wlth any lnvestor, advlslng the Company wJth respect to the negotiation, structure and exocution of thc Transaciion, and (if requested by the Company) participation in negotiations with the lnvestor and its representatives. Without Iimitation, PSP shall not be required to make or obtain any appraisal of the Company or its assets, lssue any falrness opinlon, nor oplne on any ilsues of solvency unless the Cornpany and PSP agree to same and execute a separate agreement coverlng such services. Any advice rendered ln connection with PSP's engagement hereunder is intended solely for the use of management andlor the board of directors of the Company in conslderlng a Transaction and is not forthe use of, and cannot be relled upon, by any other person for any other purpose, nor shall it constitute a recommendation or aclvice to any shareholder or member of the Company regarding any proposed Transactlon. Further, PSP is not a law firm, accounting lirnt or registered lnvestment advisor, nor does it owe a flduclary responsibility to the Cornpany, its directors, officers, employees, or shareholders. EXHIBIT 1 A 1225 tTtl Street Derrver', Colorado 80202 720.491.7tt22 Pai ntetlSky Pa rl ner's'c 4. o trt gest Etforts; No Warranty. PSP cannot guarantee that lt wlll be able to effect a Transaction and will pursue the Transaction solely op a best effofts basls. Furthermore, whlle PSP makes commerclally reasonable efforts to concluct due dlllgence on lts buslness relationships includlng those indivicluals/partles that lt may lntroduce to Company, PSP makes no representation or warranty as to the ldentity, legallty, capaclty and/or capabllhy of any particular introduced party/prospectlve lnvestor, or its respectlve direclors, offlcers or ernployees. Company agrees and acknowledges that it should conduct lts own Wednesday, September 26,20L8 4:25 PM DATE FILED: October 2, 2018 3:00 PM Dreyer, Kayla FILING ID: 97567082905BE From: Sent: To: Subject: Fwd: Re: Construction Financing CASE NUMBER: 2018CV33033 Follow up Completed Follow Up Flag: Flag Status: Adam D. Wimmer Managing Partner Painted Sky Partners 1225171h Street, Suite 505 Denver, Colorado 80202 D: 720.491 .1 422 M: 81 5.21 8.0699 PaintedSkvPartners.com NOTICE: This e-mail is only intended for the person(s) to whom it is addressed and may contain confidential information. Unless stated to the contrary, any opinions or comments are personal to the writer and do not represent the official view of Painted Sky Partners LLC or any of its affiliates. lf you have received this e-mail in error, please notify us immediately by reply e-mail and then delete this message from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person. Thank you for your cooperation. On June 12,2018 at 1'.21:52 PM, Adam Wimmer (adam.wimmer@paintedskvpartners.com) wrote: Absolutely. I am around Tuesday Wednesday and Thursday any time. lll start reaching out to the lenders I know. Do you have a list of who Baxter spoke with? Also an updated construction budget? On June 12, 2018 at 1 :1 5:00 PM, Don Marcotte (dmarcotte@northstarcp.com) wrote: Yes - and I think it is BS that JLL had a negative impact on the financing Donald J. Marcotte Director of Development Northstar Commercial Partners 1999 Broadway" Suite 3500 I Denver. Colorado 80202 303.893.9500 U.S. Main Phone 7 20.240.0623 Direct Line 720.711.2194 Cell 303.893.9505 Fax www.northstarcp.com EXHIBIT 3 Assistant: J azzmine Clifton i c li fto n(a)no rth s ta rcp.com C reating Opportunity. Empowering People. Strengthening Communities. This e-mail neither constitutes an agreement to conduct transactions by electronic meons nor creates any legally binding contracl or enforceable obligation in the absence of a fully signed written contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offir to buy, any securities. This entail and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom lhey are addressed. U'you have received this email in error please notify the sender immediately and then delete this email. No warranty or representation, express or implied, is made as to the accuracy of the information contained in this email and is subject lo errors, omissions, change of price, rental or olher conditions, v,ithdrawal u,ithoul nolice, and to any special listing conditions, imposed by our principals This message may contain information that is confidential, subject to copyright or constilutes a trade secret. Any viev,s or opinions presented are solely those of the author and do not necessarily represent those of the company. On Jun 12,2018, at 1:10 PM, Matt Runyon wrote: Adam - new chain. During our conversations over the past couple months, you had indicated a desire to help us source additional debt to retire Mo and get Citadelto the finish line. I think at this point, in addition to helping us get over the last hurdle with Mo, we would like to advance that cause with you. My sense is that you may have some groups in mind. Can we get some time scheduled next week to discuss further with Don? We will need to move swiftly as we have received feedback from many lenders and there may be fatigue in the marketplace. JLL had approached a number of lenders, then Josh Richards who was in house at NCP. To my knowledge there hasn't been much traction from either and I don't want to be staring down a gun barrel with a stop work in a couple months. Understanding it may take time to source, it's probably best to get a jump start. Don, would you agree? Matt Runyon Development Manager EXHIBIT 3 Northstar Commercial Partners 1999 Broadway, Suite 3500 I Denver, Colorado 8O2O2 303.893.9500 U.S. Main Phone 330.807.8772Ce11 303.893.9505 Fax www. northsta rcp.com Creoti ng O PPortu nitY, Em Powe ri n g People. Strengthening Communities. This e-mait neither constitutes an agreement to conduct transactions by electronic means nor crcates any legally binding contract or enforceable obligation in the absence of a fully signed wiften contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities. This email and any fites transmitted with it are confidential and intended solely for the use of the individuat or entity to whom they are addressed lf you have received this emait in enor please notify the sender immediately and then delete this email. No warranty or representation, express or implied, is made as lo the accuracy of the information contained in this emait and is subject to errors, omissions, change of pice, rental or other conditions, withdrawat without notice, and to any special listing conditions, imposed by our principals. Ihis message may contain information that is confidential, subiect to copyight or consfllutes a trade secret. Any views or opinions presented are solely those of the author and do not necessarily represent those of the company' Adam D. Wimmer Managing Partner Painted Sky Partners 1225171h Street, Suite 2650 Denver, Colorado 80202 D: 720.491.1 422 M: 81 5.21 8.0699 Painted SkyPartners.com NOTICE: This e-mail is only intended for the person(s) to whom it is addressed and may contain confidential information. Untess stated to the contrary, any opinions or comments are personal to the writer and do not represent the official view of Painted Sky Partners LLC or any of its affiliates. lf you have received this e-mail in error, please notify us immediately by reply e-mail and then delete this message from your system. Please do not copy ii or use it foi any purposes, or disclose its contents to any other person. Thank you for your cooperation. EXHIBIT 3 $ u*r,"rF"R* nil( DATE FILED: October 2, 2018 3:00 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 OutsUcIhG Eoltk April 6,2018 Donald J. Marcottc Col&xand Sable LLC Aumrq CO E0012 DearMr. Mrrcottq Financid Partncrs, Inc. (lJltcgfe") is plcased to bc ablc to povldc Colfix and Seblc Lrc (thc '9mryrnr/) this prqpoaal fq a credit ficility of up to 3l0,000,ffi0 (thc ?Ug!4q!dit Pagili$), cqditicral upor iho eummariad h thk to.Er shcd (this 'ICnn-S[E!). This Tcm Shcei is prdimiory in nrturs, is inhadcd fu cmmihcot by ultegn to discussio purpGls anly, and docs not cqstilutc a dlncr or indirccl agr@Gat acrually providg ato arrrrge, tho Propced Credit Facility o any drcr credil frctlity. Ultqn ffis r This Terur Shea $atl nol obligate Ultqia in any menne whaboever ollrer thur to coduct an invtsdgaticr and revicw of the Conpany, its asscils, liabilities, and brsincss in good nift ed to cusidcr whethcr a na lftcgn is ablc to actually oftr o rrrange a cqnmitmcnt fu ftc hqccd Clcdit Fatillty. For thc avoidurcc of dorbt, Ultqn shall nol bc obligated in any manncr by rhis Tbrm ShcGt to tithcr offcr, to providc, c to rrnngg thc Propced Crcdit Facility c any drcr crcdit frcility to thc Cmrpany. Ary crcdit fidlity t}al frlt$a may uftirratdy ofer, c othawisc anaugq ftr trc Conpany may bc difiacut fiom thc initid propcod tcrms sd ftrth in this Tqrr Sheci and shrll, ln all evurts, be subjea to tho tcrm! and ootdidms crgrtsly sa rrt in fumal wrltteo lon doanmcnf duly cxccut€d by the Thc rdotut plrtics. Prqcod Crcdlt Facility is cmtingant l) 2) 3) frllovlng itcrns bcing saisfcd: Rcccipt by Uhqn of all infonnatisr and documenbtio requcstcd by Uhqgra in this lctcr a .t any htcr timc in thc prooass of oonduaing duc diligcocc investigrticrs, rmngiag or providirU thc Pnopccd Crcdh Faoility; Corpldicr by Ultqna of due diligcacc oo tho Conpony ia rc$d to crGdit udfcadms, UCC flingr, tax coplimce, licn seardtes, raluuios' and odrcr matcrirl inbrmatio wih rcrulr that alr setlsfrc{ory to Uhqra in lts soloand absolutcdiscrctio; Approval of thc Prqcod Crtdit Fedlity by Ultqnb intcraal crcdit csnmlucc in itr solo rnd absoluto discreiim; 4) tftegra sccuring a UCC fling belor(thc 5) 6) upan thc o Ewm$ygff$Es} the assds notcd in the lSummlqr ofPrqccd Tcrms ard Coditiors" Paymcot bylfie Cdnpanyio Ultqrr of froDucDiligurccFoo(as dcdnod bclor) end Exccutiqr by thc Ccnpanyand ultcgra ofan Ultqra'o Cliart FccAgrcanart (thc "ECCSreanSt') rnd formal orcdit frcility cormitmart ldtcr (thc lQgmm&qgfleE ). r F F Ndrvithstrnding any of thc fonqoing thc tums and caditions of ttris Tcrm Shc* and thc Summrry of Tcrmr rdating spccifically to ftcs, dqcit, or el.perscs papblc by thc Ccapany to Uhqn arc not subjcct to drnge, rrc lcgally binding upm thc Conpany upor aoccptanoe by both particc of lhir Tcrm Sheeq rnd sudr pmvirims rolating spccifically to fees, dopcits, or expcnrcs payablc by thc Cmpury to Ultcgra rcprcsart a rratid and cnforceable cortrEd bctwcm thc Company and Ultqra, in rcspcc{ of whiel thc partics hcr*y acknorlcdgo thc receipt and suffciency ofgood and wlurblc cstsidcration. NotwittshDding; dl othcr tcrms and cmdlticrs sct fuh hcrcin are rubjoc{ to drrngc until a dofnitivr sct of writtor ltgrl dmrmeos pqtriDilg to thc Propoccd Crcdlt I i Facility has bcor duly executcd by all rtlcvnnt partlcs. llPoge l0S0 18$ St ee( Suilo2g60 Donv€r,COE02(P Ofte303292.fi80 IRcv Dl nfi traideuhgrCh$cbl.com UlbgrfhndrLcom Fa(308265.9600 s EXHIBIT 4 * H*-"T,FF*RA Ihlnk OutddcllP 0od. Summrry of Ptqoscd Tcrmr rnd Condltions The frlloring Summary of Tcnns summarizas thc principal tcnns of-the Propced Clcdit Frdlitn Il it ftt discussim pirpces miy, As such, it scrvce mccly as r prqaal whidr, if aecpro4 may bo suponcded_ by ruUscqucnt r"viled propoals, and ultimatcly by duly cxcqrtod lon-doflmants. All tums rnd canditior sd forth f,.rcin, Ahcr ttran thci .d*ing to fcrs, d4cits, or olpcrscs papble by lhc Conpeny to Ul4n, rrc oubjcct to drangG urtit a dcfinitivc sg ofwrittcn lqpl doomcrts pcrtalning to tlro Propcd Crcdit Pedlity hrs boca duly .*oit d by atl rtlcvznt partics. Onty hcc tcrmg rpccifically rdating to fecs, dcpeib, r_oEaues papblc by of thb ftnn t o Crop.ny to Ultcgn;hdl bo lqalty bindiry upcr 6e Company upm accqlrne by u mco in savfoig9 of ooet $l'000'fi)0 satisficory srsumci to froc ths rhat agrccrnart tic *..t, rirt unaecs-tanahg ! rcsulhnt GMP contnc{ from a to bc made introducfim widr a cortsrctor frrqn Ultogra. !4 ts{* Ccnpany: Colfrx rnd Sablc LIC urd all othcr rplatod entltice' l-ondcr: Uhcgra Guarantc:: Corpcratc and validity guuantocs dire{t a a any alElittc c assignea will bc rcguired i'm tte Conpany and any of itr indircd subsidiarie. this ig in additio to Pcnmd gurantccs fim tho Compan/s sponsor' m dl thc Conprn/s sooilnts rcccirablc inwnlry, 6achincry aad equipmart, and dl dlrer corpcatc assct$ Additiorlly' A l'tnd dood at tho Cmrpmy'c rcal estatc asd itrcludtd but limitcd to trs rcal ProPEty loceted at thc NE % of Scoilion 6, Township 4 South, Rangc 66 Wcst Of the 5th Principrl Moridian, City of Aurtra, County of Anpdrcc, Statc of Colorado. Scnia lirn Scorrity: Pnopacd Crodit Frcility: $10,000.000.00 tolal prqccd Grcdit fBdlity, mlsing oflbc Up to$10,0fi),000.ffi at aoytime urtshnding as r following Faoillty Rcal Estttc Tbrm LGn C'RE Torm) Use To provido dcvdqpmcot cepital, raired odsting ofFrriliry; d*t, and b providc ftr tha Cmpan/s curmt rnd ftturc nceds' RB Term: Up to T\Yaty Forr (24) mmths Tcrm ofFecillly: ftqn lhc daic of dooing. RE Tonn: Intcrcat Ooly paymcnh' prindpol Amortiatiqr: rrd interest' amqtid ovs a 24 r monlh sdrcdulc. F RETorm: Up to Eighty pcrcart (80.00%) of Availability 6c Real Btatc (ValuoPct Ihwlopmcat) RE Tcnn: plus up to Intcrcst: Col lataal MoiitGing FcGr Crtdit Facility Fca 2lPngc l0S'lElhSEest Sub2960 o€nvor, CO8O,m Ro A fucuating nte Pcr tnnum I\rclw (35Gday besis) cqual to tho Ptimc Ralc point TWo Fivc perccot (1225%), Tonr: A northly ftc of0.025% ofthc orbhnding lon amomt. RE Tenn: Ono Tlmo fcc of cro paocnt (1.00?6) ofthc totrl ccdlt ficility IRcv D] rhomrQuhgrdtmclal,com U$.grfhfidll.cotn Ofiha 30320200S0 Fax3032353E00 EXHIBIT 4 I S n*r,sm*a Itrtnk Outs,(lc7te Sort (a) Bcnking Fee: RE Tcrm: Thrce pcrcart (3.00%c) of trc tclal credit frtrility Bmqrnt scflrcd the Coupany duc and papblc at cloing as wdl u Thrc pacant (3.0096) on rny incrceses lhat may bo scercd fc thc Company. Fee shall bo J300,000.00. thc Brnking Fce shall bc camcd pr€scahtioo of a Cqumitllart Lctta o clcing doormans and thc minimum Buking by Uhqn upfi strall bc pslablc by Conpany to LJltcgra at thc dciqg of thc crcdit fitility, ogiralicr of curmitncnt ldtcr a dcing docs, which evtr happcns fnt. c A DucDiligloceFcc of $50,fl)0.00 shall bc paid to for Ultqn Finanoial Plrtncn to submit thc Trarsaaio fr crcdil rcviov and dl thid party costr. If tho tansactio ir not apprwed, the Due Diligenoe Pee wlll bc rttumod fo trc Custmer lcss all cxparrc inonred by fftqra in rwicwing tlrc Ttrnearticr. In the ovrnt a ercdit approul is providcd to tho Custmcr urd thc llrnsrcdo doos nd firnd, thc Duc Diligare Fc will bc rddncd as cmpansailcr fa Ultqn,s cyalurticr of ttc Thosacio. C\tstmcr is liablc fc ihc palment of all ogcnrcs Due Diligencc Pec Ultqn Pinancid Parhcrs rp to tbo Duc Dllgcnoc Fee in reviorlag and/a olchg tho prqccd trrosactim (fic "Tlansadan") whdhc c nd tbo incunod by Tlansaction otccs. Financial Covanrnb: Tb be dctcrmined rflq ULTEGRA's wrplctio of duc diligancq and may lndudo but nd ba limited to covcorils rclaied to f,xod drugc ooverlgr! oinimum u gtlo nct wath, and nrximum non-financod capitrl agardifurc. CwcamG may dro indudc rearmablc limitatirns cr dividcnds, disfibutios, urd mmagarail foc. Rcvlcw rnd Crcdt Incrcercs Ultqra may pcriodlcallX in its sde md abcoluto discrclio, rwicw thc credit ficilfty oficrcd to thc Corpnry aad frciliatc incrersc in thc amqurt of crcdlt end dccrcescs hr pricing as frc Cmpany 8rrr*r, imprcrts pgfomonog and cxesrtcs its busincss plrn. IJltqn will alro kctp fic Cmpnyrprisod of additimd rcdil fttilitics tlat may bccqne arnilabloto thcCompanyas thc Coapony grows erd incrcascs in profitablllty. Rightr RGlcrvcd by Ultcarr Ultqra nrcrvc tho right at any time to bifirotq plcdgc, assign, c sdl all or a patiar of its idcrcst in 6c curtanplatcd finding at its Eolc and rbsolutc disoaio, whethcr befrrc a affcr ftc dcing, to ib rssigncc ('A$ifUCC) end thc Cmrpany will rcarqrably ooqcrato in rslatian therao with Ultegra urda its Assit E (Ult gra and its Assigncg if applicabl., bciq individudly mila collcc'tirrcly rofcred to in ttis TGmt Shcot rs 0ro "Lcndcrl. Barowcr undcratands 0ut Ultera wlll lnvcet signifcant rcstruoai into making fnemid, lqgd rnd collatcnl invcstigtdots, rwicws, and dcttrminatiors, and that Ultcgn will ineu opportrnity csts ln punuing ruch invesligaliqrs, rcviewo, and ddcmioatians for the Prqcod Crodit Facility, 3ll'oge '1090 18h Shret Sule2980 t cnver, CO 912(12 IRcv D] rn owa@ultsgr*trnclelcon U[agrfhrlddrom O fto3032S2.0300 Fo<303.2851609 s EXHIBIT 4 Snmsn** Ilfik Ourrdcrlt 8or* Due Dlligcncc Fct If lhc Cdnp8'ly wish*Ultqrab Gunmcrc8 the due diligcog proccss--and dhcr worto-fj1Yt$erlng md rovicwing Uic fiqcoa Oait fa"itity, thar thp Ccnpeny-rhall pay o Uhcgn a nan-rcftndable fro (ilrc Dtg DilioarJFeo'1 Uy *lr" transfcr in thc amuurt of t50,000. This fto ic cemcd and duc upon excantiur of fhis tcrrr shec. that tho Duo Diligarcc Fec shaU bc Pald ln_ corsldcortio of Ultqgrah wqh of party gglgctrlcats oEGolGs invcstigating and roviswing trc Propoeod Clcdit Frcility, inclusivc of -and galhcrins dtla, s€iling up an mlincdal roo orgeuizig aud may indudc wtrich t6sridr, arising-in cmrrccio for thi Curpooy, bvefigiling thc Compan/s rcjrcscrtatians, and clhcr rdivitics that fqm P8rt of Uhqnrs fio fill rnrannt of ruch diligcncc uf5.fs, 1,. Ccupanyrndcrsmrdr and rgte thet 0ro Cunpanywill bc-llablc rrgLra and ccB up to the Duc Diligarcc Fco, ovur- in trc cvcnl Orat Ultogn rhold dcclinc fu whrtswr rcesan to ottend fto nopccd CHit Ftcility o frc bnsis of its duo diligcoco ftrdings_aln ftc cvst {tplllscs tqn ftird partie art abow-ud bayond thc Duo Diligarcc F9c naid by thc Compaay to llltcgn" Pric io cqgrglng thG third partics, it h undontood rhet Uhegya will obhia drc Cmrpny'e prc-approul m thcsc tbird Frty cirpsrcs. It is olgrcssly lndsstood {l tti{ fr Shorld Ultqn hcrtaier elteodi and 0ro Cunprny hcrtaftor dcdinc a crdit frtility ruhtmtidly dog lhc lincs of ahorld tho Cmprny bc yqblc_to n9a any rylsoablo ccnditios thc Prqpccd &odit Flcility dcscribcd hcrcfrr, lJltqgn ddl bc artitlcd to nfain tho Duo Diligcocc Fcc in ib cntircty. thst agrces Corpany thc and tcrms thcrcof, c that, in corsiduatior of lho or mae third Pottics. It is also c.tgrrssty mdclltood engrgc oc Prqecd Clodit Pacitity, I'Jltqn may bo rcquirtd to Indcmniflcetion lrlqra, itE !ffiliehs end iG and thcir dirccm, ofioat lndonifid-Pgon') harmhsAo any -44 dl daimr, llabilitia oo!ft md (includin* wittort timitrtio, dmreyr' ftts rnd dishlnGmcntr) hqtrrd in oon*tio wft 0) "rg*io invcstigaticr md rwicw ofthc Propoocd Crcdit Faoillty^' (2) thc cnforcmcot ofltb TGilt cq1sid3;a1io, Ut'tcgra's SheI and any scFrlr ftc agrcsncnt bdr',Gcn Ullry! and thc Conpany_, ry! (l) _a1V_or1ta rtreonrbly rclatcd to Tho Cmpony hcr6y indannifos md rgro6 to hdd cmploytai uia .$ilg (cadr an thc forgoing excegt for suct olaims, liabiliticc, ccb md ccA€ascs arc fiaally judicially dctrmincd (wittutt lght of ftr6rir appcal) to hvc rcsulted dirocdy Amr sucb Indcmnified Pasm'g grss nqligarco c wlllirl miscoducL Govcrningl,owi Blillh8 ArDlbrdon; ed Forqr Thls Term Shcct shell be govenred by the lsw oflhc Ststs ofColqado The binding arbitotiqr provieiors of ttc Fcc Agrcanant arc inoorpaatcd hcrcin- by rcfcatoc u if fitlly ra forfh ln provisiors ofthc Fcc Agrooncot rcguirc bhdlng r$lraticn, upo thc dcmand of this lcttcr. fhc blndtrg ury Dioputo (as dcfncd in the Fcc Agrccmcntl whldr has an .m( A}{D 770, Dovcr, CO 80202 to fre Public Tnrstee ofthe Corrnty of Arapahoq t999 for ltc beudt of Morntrrcy Poinb AseociaEg LLC, a. Colorado b*(nltustee"), Stsb of carnpanv ("Bcneficiary'), vftose addrees is 1773 Cherry creek lhive Nordl, limitcd SuiE 535, Denvur, CO 80209. TFIIS Grantor agrEos desoribed onfrc b Eratrt 6c seourity fuil!rcd herpin to sccure its Note as hctchaftct trnns and conditioos hsoin pr,ovidcd- ARTICLBI GRANTIN TRUST: OBLIGATIONS SECI.]RED 1.01 Gmnt in Tnut. Crantor inwmably graffs, bErgain& sclls and convsyr to Tnrstee in tu$, wit, power of s.le and right of cnfy and possessioa, all of that cefiain real Prupcrty loosEd in ttc touty of Arapohoe State of Colorrdo, desc,tib€d on Exhibit A attrhcd hcrcto and made a pat bythis reftrencc (the'ftopert/): L,OZ Obligstions Sgcr$ed The forpgoing grat in trust is madc for ttrs prqpoae of securing Grantor'g plomissory note (lhe 'Notol dded os of the date hsrcof in thep,rinotpel- sum of $6,975,000,fl1, papble to Beneficiary, aod due ard polrble in firll on or beforp fuly 31,2017, with a righ to ecdend ths li,Iffiity I)dE to luly 31, 2018 in accordmcc and subject b fte terms of tleNotc. :: : TO PROTECT THE PREMISES A}iID TIIE SECI.IR.ITY GRANIED BY TEIS DEED OF 13UST, GRAITITOR HERBY COVENANTS A}.ID AGREES AS FOLLOWS: }{. rd: H,: Fi'i Ii 'e.i ARIICLE tr COVENANTS AND AGREEMENTS OF GRAI{TOR tt' Paymcnt of Soqrsd Obligdiong. Gmstor ehall pey yvho dus thc Note and any otrer sum rec,rca-by this Deed of Tnrst ana aU &srges, ftcs, ald orErer sums as provided in this i Deedof Trust [- f".i ll 2.01 ( 005{6908 :2 } i i: tI' ;$ trYiaaza- t otl !.'. EXHIBIT 8 Reception #: D6O92362, 2 OE 9 ri., Z.O2 Tiflc. Grmtor is the tawftrl ownEr of tte kopctrty and Implovemcns h ftG simple nrbject onty to thc cxocptions sst forth on Bhibit-E ESaEhod to dris Deed of Thtst Grantm lus good righ, filX powcr end laufirl authority to Eortgsgo and oncumbor the Pnopo,rty, aod wi[ protecL pr€s€rve Z,O3 and dcfcnd the Propcrty ud title th€rdo. Sryr" lar.ty""properties ".r"tornu"ytu*\*.lt lil inthe mcropolilanDcover, C.olorado area. H, ft'. t..' F:' !. +.. inoeHon of Cond€mrdion ProccEds. Any and all awads for damagos sufferGd paid by rcason of a taking for prblic usc of or an astion in omincnt domain afecting dl or any patt of thc hopctty, or any inercct thcrEfo, arc hcrcby assiSnd to Beneficiary ad shall be applicd by B€o€ffclary to ftc No@. iE F I I:- z.OG lvfeintcnancc srd Prtscrvdlqp of the Propcrty. &aatffi stull oomply in all rtutcrial tespGGt3 with all lawr, ordinanocs, rEguletions, covcnmts, conditions, aad rcgtriaions ard roquireme,nts of iDr[mffi oompaaie atrGsting tho Prropfi6 not mmrnit m P€tmit wastc' impEftrrrcd or dstcrir:rfiim of the Propert5r, do all othor acts whioh ftom tho chams&ro,r usc of Ai noperty may be rcasonably necsssEry to maintEin aud prcscrvo its rnahrc; and enecutc sn4 vrtere aperopriare, ackmwlcdgo and delivcr sush fixr0rer instrunenrs as Bcnefoiary rcasooably dccms noccssary or rypropddo to 1r€scryq cmtinuc and perfu thc secrnity irdcrests granGd herermder. ofActiom and Costs. fuor, dno cost ff clAmEE to Benofioiary, ehrll action or poceoding pupsrtiry to rffect the security her€of' flte defsnd arry appcsr in and intErest of Bencliciary, or&e righe, powort or duties of Benefioiary hareirndrr. Grantor sbsll indEmnify, dsftd and hold Bcncflciary harrrless ftom all liability, {*"gtt oost md cxpc,tsc inauEed by Bea€ficiary by roason of ssid sctiofl or pocceding (incltding, without limitdiorr, the reasonablo frcs of ailomeyr for Beil€trrciery, aad other rcssonable o(pcmss, of wtrmwenkind or ncime, igggpd by Bonofioiry as a rrgtrlt of such acdon or prtocccding), v,h€{t€r or not suclr aotion u prcoeeding is pro$cuted to judgmcnt or docision, 2.07 Defcnso 2.08. empfimco wift Environrrcntal I+ws. Tts usc u/hich Crmtoraskcs and intends to mako ofthc Prroperty wilt nm result in the disposal or other rclcasc of my hnzardous subst ncc or solid wsg6 on or red ttre Propaty in violation of applicablc envimnmeuEl laur. Thc tfims .'hazafidous gubghnce' urd 'helease' ae uecd in this Decd of Trust shall have the meaningg sttatl havo tts and ndispocal" (or specificd ir CERCLA, thc terms "solid wasE" "dispoood') moattirrg. qpcoified in RCRA aod the tcrm 'hsardous substance' shall meao (l) any "hszatrdous substar66' as defined iE CERCLA md regutdions promulgatcd &crcundcr, (ii) any "hsaldous wastc" as dsfined irclrding ctude oil in RCRA srd rcgul$ions promulgrted theruudcr, (iD any P€lrcl€ur& a uryftacdonthercof wldch is not othcrwisc spccifically listed or d€signaEd 1005r6908 :2 l {0o5{690 8:2 } oonEfl 00a68.0@6,l?,en ' i;i L?' Insuranc€. Q*#tor strall main ain liabilrty insrtrancc, rrnmiqg Bemefioiary as 8n additional insr€d, -d""q&Jtter insuance it. *q @Eparry ol.comnaniet, I :yth mouttt, uoon such tsilms and'*dtisions. md wift flrch endorscmerts, all as commsrcially reassnable uiO ii: $t *$d' __ 'rL t 2.04 i *r" md Assossf,rents. Grsfror shafl pey, prior to dolinquancp 8Il btrcs, ma drrgcs, ryft;+ pcrnrtt fees ed charges imposcd by any govemrncmtal aufrorityorutility compury. i.l !s! e\: Toxps Essossments, leyics iii lfl .a EXHIBIT 8 Reception #: D6O92362, 3 OF as I hazardous $Ebstsnc€ undcr nmral fic 9 dcfinition of hazadous substance gas liquids, liqr,roficd ntrunl ga, or syffh€tic nsilml of nmgral gas and suc,h qmtretio gas), and gas, h CERCLA as well as gas usable for fuel (or mixtnes otcr pctrclorm p,roducts and by-produc8 (tv) nsouttc", "8p€cial nuclear" m9 "byformaldchydc, urca, pol)rchlorinmed biphenyls, rado& atrd produof maUiat as aefnoU inths Atomic Encrgy Act of 1985, 42 U.S.C. ' 30ll et seq, (v) any maruri.l defined as hrzardous or tsxic 'mder ooy strftte or regulation of the Sffio of Colomdo or tr grbstanco which is toxie, igpitable, reastive of any agency thsrqof and (vi) any aplioeblc errviromontal hq plovided, (i) dl such corr,osiw md rvhich is simile"tcnms usod tn any applicable envirormeotal hws u terms shall be deqncd to rcgulations ttrercrmder (inc,\ffig by way of oramplc, hn not limit*ioo, polhrtanl contaninatr, tolic sgbganae, disohqflh* and migration[ and (ii) to the extmt rhFt any ap,plioable g[sirooDcntsl lansAdhfr$latims thercundEt ar€ amsrdcd so aa to broad€o the meaning u waScr" or'dislrcsal' canbg for tazardous substancern "ltlease,'' estabtish{fficsaing otherurise estabtish." "rtlease,'' "solid wasc," (or 'disposd)r.Rffiy simill terms, which is broader lhan trst spocificd obove, such brcader Eemingsnffilv. pru wdtgo mnscnt of the c,reate, plsce aod arbitrary discrption)' Eolc (whic,h be in Bencficigies' corucnt shdl Bciloflciay placing of, in the aoquiesce act, placcd, any sot or faihu,e to through perrrit or or to be created or or altow to rcoain, aay &cd of Errst, mortgagc, voluntary or lnvoh:ntry lic,o, whether stshiltry, constitsional o oontrachnl (ercept for tfrc liqr for ad valortrn toras on tbo Proporty ntic'h arc mnnbrorco (cxohding leeses madc in thc omdinrry courso of not delinqucnt), cccurity business) or chrrgs, or conditional sale or oficrtitlc rttcntim documcnt, agttEst or mvcdng tlrc Prqletty, or any part thcrcof, rcgardless of whcther tho samo arc cxpltssly or othcm,iso subordinate to the licn or soourity intorost crcstod h ttfs Deed ofTntsL 2.O9 No Otrcr Liene. Glettr will not, wiftout the iffi, 2.L0 f,hls on Bonefioiry, (u/hich exohangg assigp, $alc. Cmnfior will not, without ttc pnor sdfien conscnt of thc eomat shall be in Bcneficiarics' sole and arbitnry diecretion), sell, trnsfcr, aonyey or ortherwise disposes of all ot any part of thc Proporty or tny int&rst ftcrcia in my manner whatsmvu, by opmation of lsw or o,6crwi8c. j :' il ARTICLBM I pJ#Ar.rLT PROVEITONS E tf.; Hl.i 3.1 Evddl)ofoilf. of any of the following elrcffi or conditions shall oongtiilrc an E:nntgfDcrfatry underthis Deod of Tnrst (a) fhs oscuEence Thc occurrcnce of any Evmt of DcftutE as that Erm is dsEned in 6E lict \t i'. ir.: :[' Note. (b) Faihue of Crqrtor for a poriod of fiftscn (lO days aftet wdttcn noticc Lurder, to obstr\re or perform any covenstrt or cotrdition contained in this Deed of Tnrst ffrom (othor \qn payncntr undet theNote c,hich shall be grovemed by the terrs ofthe Not); Provided ftat if any such hilule concetning I corrcruat or conditiur is sttsccptible to sufc but canuot rcasonably be qred wiftin said fiftccn (15) day p€doq thcn Cr"r:antor shell hsse m additional fifteen (15) dsy poriod to surc suoh ftilrre urd no EYenrt of Dcfmh shsll be d€Grrtd to exist {005a6908,2} { q- t!. :r s5'j $:': It' ,{. EXHIBIT 8 D6092362, hsqmdcr so long as futor Gommeoses such flrc wifiin the initial fifteen (lO day pctiod md diligeartty md in good faitb purcues such curE to completion wiftin srch rcsulting ftirty (30) day period fiorn thc deto of Lerndsr's notice. 32 Remedios Upon Default- ffany Evot ofDefault ocauffi urrdcr this Dccd of Trut Ed rrmedies in addition to any othor righf' Borefroiry sholl have all of the fo[owing dghts psf,rer or r,emedy at lsw ff i" oqt rmq (a) lcccleJff&h) Upon writtor notico to Craror, to desho fte ffiffi immcdigtclyarc endnafffi Note Crrautor fiom O) *-g$H Srith or witout futber noticc andinwi6out rclcasiag to eotet thcrcwith connection Grantor and of eay obligetion hffiHft, to curc any dofault drc-fropcrgffid to do mch actl end things as Bcncficiary de1lrg rcesonably nesessty or rypropi*,*iffiing wiflrout limiffiion: to moar in ed dcfc,nd any rctign or procooding upon prqportng toffierct the sosurity Ecreof or ttre rigl6 orpowcm of Bsnelicisry herer,mdsr; to pay' ptrot se, conrest or mmpmmisc atry mcumb noo, ohargo, lien or claim of lia uthich, in fte juaggtcd of Bacficiry, is or may be pri,r or superiot hoeto, theiudgm€nt of Benetroiry boing tonct,rsive as bfircco thc parties hcrcto; to psy any p'omiuurs or charges with rosprt to insu:oce Equfud to bc ornicd hcreundor; and to cmploy tcgal counscL acoouutsuts, corEastora and otlrer appropriate pcnons to sssist thern No action takem by Barcficiry undcr flris shall curc or waivo eny dcfault mnotica of dsfanlt (c) Judiclal Fotrglosure. To commence and mainhin m action or actims in euy oogrt of compeffi juisdictiou to foreclose this insurmcnt as a mortgage or for spooific c,nbrceoeut of the covcomts of Grautu hererurder, ard Orurtor agrees that such covenm shall be spocificelly enforcoeble by inJrmction ot any othm appro,priate equitable runedy. (O Entr.v and Recpiva. Whg,thEr or not poceedings b fortcloso tris Dced of Trust h4ve besr comrrcncc{ Bonoficiary shdt bo fititlcd to tb appointmont of a rtcciver of thc P5opetty and all of tho eamingq revenues, rents, issueq pmfitc, ad inom€s 6crcofi, with or *itro,.ti further'noticc to Grartor md withoril rEgard to the adequacy of tre secarity for aoy irrdcbtedness secured bcreby. Bemefciary man ifpermitAd by law, ontor uPoit , Polxl€ss, tDE sgp aud opc8to the hopcrty tr any pert thercof, make, Ernin&, enforco or modi$ lcases of fie kopcrty upon sue,h temns snd sonditions as Benoficiary desns prory; mrkc rcpairs, dtcratims i-pno"crnents to the Pioecrfy and oomplCIo mnstnrction of any Iluplovcments to b€ constructcd on 6c Propcrt5r, for the putpose of protrecting ot emhancing tre security hs€of. Gnntor agr€Es to pry all cnpenses of action taken urdcr ttis subparragraph with intlr€st tlurcon fiom the datc of expardiuue gt thc infiercst raE Bct forfh in thc Inan Documcntg and polmcd. thorcof sholl bc smured hcrEby. All sums realizcd by Bencficiary under this rubparagnp[ less all cogs and orycnscs incunud by it urdcr this zubparegrapll inctuding attorncys'fees, end less *a sgch nm ss Beneficisy deetr s aepogaarc as subparagraph, shall bo applicdontho Notc. a rlscrve to mGGt firhrc expenses under ttis Powcr of Salo. To dcclare a violdisr of any of thc covc,nants kein cmtaid md electto advertisc thc Pmpcrty for salo in a manosrpruridd by stshrE md qon fiIing notice of an elcctk n and dcmmd for salc with tho Ttustcc as p'rovidcd bty statuE, q,ho thall (o) {00546908:2} { EXHIBIT 8 Reception *: D6O92362, 5 OF 9 upon recoipt of srrch noticc of election ud dc,rrmd for sElc cause a copy of the- sm: to bc ricordoainm offico of the Clcrlc and Reco,rdr of the county in whiohthe Pnoperty issihletr4 it in saperatc rt ff r"a Dsy b€ laufirl for the Tnrstoe to sell md dispose of the slrqc (en mrysc-oj as Beireficiery may designae)- urd all the rigt& title_crd interest of sald Gtutor, its prcels, -*o*."15 aod assigrr d..ul", * prtUc austion in accordance with the requirements of Colorado law. fr,, fi,, h, 0: i {$e a AR,.LE Iv i:i ltv (r' Gnntor ehall pay immdisEly and upon domad sll 4.01 ng exparses for scrvioe of legal cotmsel, accounhts, rcal estf,tc rcasomble pe*sors and fqconhactors fon laborandmsterisls, insuflld o-rryld brokers, of Crr:antot hcrsundpr, which dofault has not bcsn cured afu defauh a by and afur thc ogiroion of any applioablo orc paiod' If notioc r€cciving sftell bo €Etitlod to etbmoys'fees in a rcasonablo mrount thc Bcncficiary forcclosurE for superuision of auy suoh foreolo$re procccdings. 4.OZ Non. Waiven By accepting paymcot of any orrr s€cilrEd h€rEby aftT ib due date, pcrfcmancc of alry ottigati@ socured heeeby, Bcneficiary shdl not wai\c iB riglt eithet or hte to rGquip prorrryt pafrrnent wlrm aue of all otfter sums so scctrEd or to doclalt dcfarrlt for feilurc t" .it ri"t p,roirp, pqrnent No excrpiso of aay right 9t rerro{v by Beocficiary_hercunder " a witvcn of any othcr tight or rcnrody hercin mntainod or providcd !V lary. I shall constinti *y provisions oodaincd bcrcin or in any of the Loan waivcr on o11e or moile Asmrrcc" "f waiver. No walver shall bo dfcotive unlass in a continuing O*,r-.rnr sbdl not be dffmed BcncficiarY. writing sipcd bY to the firll artert permitted by neitrE Gr0nbr tror an}txrG hcrcumdcr, applioablc lew, thrt upon trc ooclrf,rmso of e deftult qron, plead orseek in uy set up, claim,_insist or will oiii-ing through or uiao Grartor shall gp odension, redemption or as{tsts, of marshaling stan of aay eke advantago ,oaoou.-o. wE 4.03 Weivcr of Centsin DBfGnEsg. Graotor agtrces, moratorium lawr noworhercafter in force and offeot :, : i.. !.. *l' liii s.: !5.,. 5i: Er IN WTINESS WIIEREOF, Grantor hac execrtrd this Dccd of Tnrst as of thc day md )Gtr sct forth abovc. i;.i: :l: COLFAXAI{D SABLE,LIT, liabiliiy compay a Colorado limited ( :. 0051590E:2J EXHIBIT 8 ; 3s@ggrEi-ea #t tu"88,€,€3i6l2;, 6, OF g ffiAtE,dB,qtrffiAm I Imo ,ffitmffi,@F+fk ,IFceF= = -, il = wrr rturrrbdgcd @rc re ftD nt dry of Augu*fl}l( by na#f0f Oo@ 8d Sabh, tJ,.Aq a Cs@ Iitritcd @ein6l EXHIBIT 8 rR€e-Eft=nen *: rE,6Q92,3'68,',, 7'p.8 I Frxllilmffi4 FdR@,"fu Entffid@:filhs Np.3t ffiIffiy ilffiyjPdEEF [ot :1,, E[q* I, iltffiqn "-ffi q NABOTEG:B! ,Ipt':Ilr, cfi S ffi}'d -,Affi, f"r- hdlffi ieft*l No & of'Armtoe' Sme of '@o.[omdor ,{g@tqf,?} EXHIBIT 8 ? EEroIT.E !: ( (Permittpd Erc eptions) OF TTIE PROPRIETOR OF A VETN OR LODE TO E)ffRACT AI{D REMoVEHIS ORETHEREF'ROI\4 SIIOUIJ THE SAIVIE BEFOUND TO PENETRATE OR INIERSECT IHE PREMISBS HEREBY GRAI{IED, A}iID A RIGTIT OF TIAY FOR DrrcHES oR cANALS CoNqfikUcTtsD BY TIIE ATITIIORITY oF IIIE T MIED STATES PATENT RECORDED IvIARCH 25, 1Et5 IN STATES,AS n-E"SERVED tr{ lNqfff ' BooK As? Ar PAG 161 ftn' I. 2. i RIGTTT CONq#NS A}ID TERrvtS, RECORDED lUt PROyTSIONS OF COVENAT{T CONCERNING IN BOOK 1824 AT PAG'E 667. V" 4$"t069 * LAI{D \nl"o 3. rnuus*{dol,[DmoNs A].ID pRovlsroNs oF sIDEYARD AGREBVIENT REcoRDER'fli,tv tt, tyt2IN BooK 2035 AT PA6E 583, AMENDMENT RBcoRDBn JtLy Il. iFTZ nt BOoK 2035 N PAGE 5t7 AI.ID ASSIGNMEITS RECoRDED DECEMBER. 29, I Y/6 IN B@K 2534 AT PAOE 487 AND 571. 4. EASEMENTm,AI{TEDTO TIIE CITYOFAITRORAFORSTATm. SEWERA}ID STORM DRAINAGE TRAI.ISMTSSION MAINS, LINES A}.ID FACILITIES, A}ID INCTDENTAL PURPOSES, BY INSTRUMENT RBCORDED OCTOBER 2ffi6AT PAGE779. 1E,lyn,IN BOOK .rl . Iti i. l;' 5. TERMS, CONDITIONS, PRO\ISIONS, BIJRDENS A],TD OBLTGATTONS AS SET FORfiI IN REZONING ORDINAI{CE RECORDED DECEMBER 06, 2OOO I,JNDER RECEPnONNO.80157888. idt - ii'. .. iir : !li lij ' ii,r 6. EASEME!{TS, COI{DruONS, COVENA}TTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PI,AT OF MONTEREY POINTB SI.]BDTVTSION FILINCI NO. I RECORDm DECEI\{BER 4,2001UNDER RECEffiONNO. 120E942. QI]IT CLAIM DEED A FROM TIIE CITY OF AI.IRORA TO MONTEREY PIOINTE ASSOCU$ES COIORADO LIMITED LIABILITY COMPAI'IY RECORDED I\'AY 23, 2OI1 U}IDER ff.;i RECEFTION NO. D104E421. :- 7. ii LIf' TERMS, CONDmIONS, PROVISION& BURDENS AI{D OBLIGATIONS AS SBf, FORTH IN PUBLIC TMPROVEIVTENIT PHASING AGREEMENT RECORDED APRIL 22, 2OO2 E. ITNDER RECEPTION NOB2O73 823. TERII,LS, CONDITIONS, PROVISIONS, BLTRDENS AI{D OBLIGATIONS AS FORTII IN LTCB{SE AC}REEMENT RECORDED AUGUST 05, NO.821{1247. 2OO2 SET T'NDER RECEPIION 9. EASEMENT GRANTED TO TIIE CITY OF AURORA' FOR SEWER TRCNSMISSION }VIAINS AND LINES, AIiID INCIDENTAL PT'RPOSES, BY INSTRT MENT RECORDED NILY 24,1968, IN BOOK 1447 AT PAGE 341. NOTE: QTIIT CLAIM DED oF A PORTION OF SAID EASEMENT RECORDED DECEMBER 4, a0,.0I UNDER RECEPTION NO. BT2O894I. {fl}fidgor2} EXHIBIT 8 !t. !' i' t. p ri t- Reception #: D6O92362, 9 OF 9 IO. TERMS, COITIDITIONS, PROVISIONS, BI]RDENS AI{D OBLIGATIONII AS SET FORTII IN SITB PLAN FOR MONIEREY POINTE APARTMENTS RECORDED MARCH 05, 2OO3 I'NDBR RECBPTION NO. 83048674 TIIE CTTY OF AI.'RORA', FOR WATB& SBSIER. A}ID STORM DRAII.I/IGE TRAI{SMISSION MAINS, LINES A},[D FACILITIES, AT.ID INCIDENTAL PURPOSES, BY J ilhTRUMENT RECORDED MARCH 17, 2ffi3, UNDER RECEPTTONNO. 830s7443. #$q St-r AI.ID OBLIGATTONS OBLIGATIONS AS SET CONDUSdF&, PROVISIONS, BT RDENS AI{D IERI\{S, CONDTSp!{S, t2. t2. rERI\dS, RECEPTION TJNDER' L7'2003 TT,IARCII RECORDED FORITI IN REITOCAH.Iffi{'ICET.ISE 11. EATIEMENT GRANItsD T1O NO.83057450. 14. TERIVIS" CONDITIONS, PROVTSIONS, BIJRDENS AND OBLIGATIONS Ag SET FORIII IN RE\TOCABLE LICENSE RECORDED APRIL 13, 2OIO IJNDER RECEPTION NO.D0034785. 15. EASEMENTS, CONDMONS, COVENA}ITS, RESTRICTIOT{S, RESERVATIONS AI{D NOIES ON IIIE PI"AT OF MONTEREY POINTE SI'BDIVISION PILING NO. 3 RECORDED JUNE 7, 2OI 1 UNDER RECEPTION NO. D10533t3. 16. IERIV{S, CONDmONS' PROVISIONS, BURDENS, OBLIGATIONS A}'ID AtlD GR/\I'ITED IN MONTEREY POINIE APARIMENTST STTE PL,A}T WTIII WAIVERS RECORDED IVTAY 3I, 2OIT I,JI{DER RECEPTION NO. EASEMENTS AS SET FORTII D1051063. 77. TERMS, COI.{D[[TONS, PROVTSIONS, BITRDEhIS AND OBLIGAIIONS AS SET FORTTI IN REVOCABLE LICENSE RECORDED'UNE 09, 2OI 1 UNDER RECEPTION NO. Dl054186. lt. TERLsl, CO!{DnIONS, PROTflSIONS, BLTRDENS A}'ID OBLIGATIONS AS SET FORTH IN REVOCABLE LICENSE RBCOR.DED IULY 23, 2OO7 I.JNDER RBCEPTION NO. 87W3977. 19. EASHUENTS, CONDITIONS, COVENAITITS, RESTRICTIONS, RESERVATIONS A}.ID NOTES ON TTIB PI-AT OF MONTEREY POINTE ST]BDTYISION FILING NO. 2 RECORDm T{ARCH t?,2008 UNDER RECEPTION NO.88030752. QUIT CLAIM DEED FROM TI{E CITY OF AI.]RORA TO MONTERET POINTE ASSOCIATES LLC, A COIORADO LIMTTED LIABILITY COMPANY RECORDED JTILY 19, 2OII UNDER RECEPIION NO. DIO678 I 2. 20. TERI\TIS, CONDITIONS, PROVISIONS, BURDENS, OBLIGATTONS A}.ID EASEMENIE AS SE-T FORTII T{{D GRANTED IN SITE PI.AI\[ FOR MONTEREY POINTE RETAIL RECORDED MARCII 17, 2OO8 I.'I{DER RECEPTION NO. 88030753. (00815!il1:21 EXHIBIT 8 DATE FILED: October 2, 2018 3:00 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 Fox Rothschild ,rl Af Il)iitll /:; AI ! 4r'\' 1225 tTth Street, Suite 2200 Denver, C0 80202 Tet 3O3.292.12O0 Fax 303.292.1300 www-foxrothsch ild.cotn CHRISTOPHERT. GROEN DirEd Dial: 303{46-3862 Ennil Address: cgroen@fomthrchiH com June 8,2018 VIA FEDERAL EXPRESS Donald J. Marcotte Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, CO80202 Re: Monterev Polnte Assoclates. LLC v. Colfox and Soble, LLC I l*tog,hoe Cowtv Pu,blic Trustee Foreclosure No. 0290-201E ("Foreclosuret') Dear Mr. Marcotte: By way of introduction, our firm represents Monterey Pointe Associates, LLC ("Lender') in connectionwith the above-referenced Foreclosure and related collection efforts involvingthe loan evidenced by that certain promissory note ("Note") executed by Colfax and Sable, LLC ("Borrower") in the principal amount of $6,975,000.00 dated August 19, 2016 and secured by that certain deed of trust ("Deed of Trust") granted by Borrower and recorded in the public record of Arapahoe County, Colorado at Reception No. D6092362. As you are aware, the aforementioned Ioan is in default for failure to remit the monthly payments as required. Enclosed is Borrower's CheckNo.220 datedJune 6,2018 in the amount of $58,125.00. The check is returned herewith as it is insufficient to cure the existing default under the subject loan. As of today, Borrower owes $116,250.00 in monthly (May and June) interest payments alone, plus additional amounts including, but not limited to, late charges, default interest, and attorneys' fees and costs. desires to cure the existing default, please submit a roquest for current cure figures through the Arapahoe County Fublic Trustee. A form Notice of lntent to Cure is included with this correspondence for reference. If Borrower A Pennsylvania Lrmrted tlabilify Parhership Calilornia rtrrr.r, lr r Connecticul Delaware District of Columbia Florida lllinois Minnesola Nevada New.lersey New York Pennsylvania Texas , ACTM\538777 4l.v l -2127 I 18 EXHIBIT 9 rFox Rothtschild'up AI XqHI{EilS Al LAW Colfm and Sab,le, LLC Xunp: & 2018 PagaZ If yo-u haW any qirtxtions m'WoUtd'like to digcuss this matter fir-,f,lre,q p-lease feel free to contact 1n&; Sincere,ly- Euol,osures: ([) Notioc of ln'teirt to''C]llre Fbm (2) Cheok No,220 ACTrv.E\5387 7 74,l.u l -2lZl7 A' I EXHIBIT 9 Arapahoe d## Office of the Public Tfustee 1610 lvcsl Lltthlor Blvd. Scltc 150 Lltthton, Colorrdo 80120 Plort: S0S-7S0-0071 Frt:303-7t0-0076 rr\rrY,rrrPrLocgor'.coB clorcclorrrcr@araprh ocSor'.coE INTENT TO CURE Employee initials FORECLOSURE NUMBER: information: Please print legibly or type the following Date: Name: Street: City, State,Zip Contact telephone no: Email address: Fax no. Recorded Deed of Trust information: Reception No. Date of Deed of Trust: To Whom It May Concern: Please tet this serye as written notice of my Intent to Cure my [oan. I request the Public Trustee Office obtain a written statement of the amount necessary to cure. I understand that I must bring in certified funds or a cashier's check by NOON on the day before the scheduled sale date. Original signature of owner/grantor required Filing your intent implies that you have read and understand the following: The Office of the Public Trustee will request figures from the attorney for the lender. An Intent to Cure must be filed at least l5 days prior to scheduled foreclosure sale. Acceptable funds for the full amount of the cure must be received in our oftice by NOON the day before the scheduled sale date. llt lSSlrrN linh.rnsirrg your quality of llfr' lhrough cxccllli(!nal rlt livr.ry (11 scivices anrl r'ffictt'nl usc t:f ]ruhllc f unds EXHIBIT 9 MECHANIC'S LIEN 06/01/2018 09:29 AI5 RF: 318.00 Arapahoo County Cl6rk, CO Paso:1of z OF: 10.00 D8052163 Matt Crane, Clork & Racorder Electronlcally Rocordsd STATEMENT OF MECEAMCS' LIEN Setions 38-22-t0l through 38-22-133, Colorado Revis€d Stttutca DATE FILED: October 2, 2018 3:00 PM Ioc, & Compruy' In accordance with Scotions 38-22-l0l through 38-22-133, Cotorado Rcviscd Statutes, Gdlomy FILING ID: 97567082905BE ("Licn Claimant') makcs thc following Stdcfltent l. 2. oflicn: CASE NUMBER: 2018CV33033 ThcnamcofthcowncrorrcputcdownerofthcpropcrtytobeaffcecdbyttclienisCollrxrndSrblgtLC, Thc namc and mailing address of thc Licn Claim.nt aqcrlorvry& Cornpaay, Suitc 320, Orccnwood Villagc, CO tot t E a srbcontrrctor, a prineipal comtEctor. I hc.,6162 S. Wllow Drivc, E Thc namc olftc poson who fumishcd thc laborcrs q rnatsrials or pcrformcd ftc lebor or scrviccs, or upplicd thc machiniry, bols or cquipnqtt for which said licn is claimed ir Cil[owry & Conpluy, Irc. 3. 4. Thc mmc of thc principal contractor is 5. Thc propcrty to be afrectcd by urch licn is dryribcd as follouns: Nor0sltr ComoercLl P.rtrcrr. CITADEL ON COLFAX SUBDIIflSNNFILINGNO. I A RESUBDMSION OT l&''CT A MONTEREY POINTE SI,JBDTUSION FILING NO. I, AND LOT I, BIOCIC l, MONTEREY POINTE SIJBDMSION FILING NO. 2, AI.ID LOT I, BLOCK I, MOT TEREYPOINTE ST,'BDIVISONFILINONO. 3, SITUATM IN TIIE I$RTSEAST QUARTER OF SECTION 6, TOWNSIIIP 4 SOI.,TI{, RANGE 66 WEST OFTHE 6'tfT PNI}{CIPAL MERIDIAN CITY OF AI'RORA CIruNTY OF ARAPAIIOE STATE OFCOLORADO also known as SEC of Colorado. Ea Colfar Avcnuc and Sablc Blvd, (no strc.t numbcr assigncd), County of Arapdrg Stuc of 6. Thc Mcchanics' Lien is hcld for and on account of labor and sa'riccs performe4 irrcluding scrvices profcssiorul arctiltcds 8nd cngirrcrs, rcnd€rtd to thc owocr ofthc propcrty. of ?. Thc amornt of indcbtcdncss duc or owing thc Ucn Claimant for which said licn is claimc4 for laborcrs or matcriil fumi$oq hbor and scrviccs pcrfonncd, mrchincry, tools end cquipmcnt rupplied is S9OrO3t/t, togcthcr wilh inrere$ thercoo rt the leSd or sgrced rstc. Grllowry AIA Principal, ofArchit ctllr STATEOFCOLORADO CamtyofArqahoc I, Kridoffir Kcdoq AL\ bcing of lawful agc ard bcjnC fird duly Dillotor of ArchitccErl' of lhc LiGfl Oairnant heein namcd; the I haw Lian and and bcli€f, snd is know the coilcms thcrcof; and thet ttrc samc is lnlc ard concct, to radc on bdalfof drc Licn Oairnart SubsibodandsqomtoboforumcinttrCorntyofArapaho€,startcofColoradqthis tntrnL 16 aayotUanZOta. my haad and official scal FAilnf,LE SUIESC40iADO mmffDtmm&l Mycommision cxpir* EXHIBIT 10 2of2 D8052't63 Arapahoe County II{OTICE OF INTENT TO FrI,N.A LIEN STATEMENT TOTHE OWNER A}IDTOTTIE PRINCIPAL COMRACTOK *t forth on th3 Stalemcnl of Lian contnincd on thc rrt crgc of Takc Notic! thEt thc Licn Claimant Mcchanics' Lien for laborcrs or mrtcrial or equipmcnt supplied tq or labor performcd ot thc projcct pmpcrty dcscribed on eaid Statcrrnt of Mcchanics' LicG for thc amornt salli Oic l.tn clnimant intcnds lo rccord said St tcmcnl of Mcchanicl' locsted. This noticc is given pumnnt to S€ction 38-22-109(3), Li, fi$ If rt this Noticc claims a thc rcsl rcal situatc ituatc upon urc rdc within ten (10) lhc rcEl Foperty DroDerty i6 flalraPim %{ rYr.rr P*}ru- errira -l{lf't nmrvrvl Villam rn l0l I I Namc and Addrces of Oaimant Anome,y's Nanrc and Addrcss ATTIDAVIT OF IIRVICE OR. MAILING - OIVNER STATEOFCOIORADo Cornty of Anpahoc Licn Statcrrcnt or his or lH Biiiii ;. it" hwftlpgd bcirlg fimt duly swom uponoath, dcposcs and says thal6isNoticcoftftmr t,o Filca Inown addrcss of tlp oumcr or rtPulcd owncr mailcd by pciiifcd rmil, rttum rcccipt rcqu€sG( to tlrc eg9lt, 6 follotr,s: Qolfax and Sablc, Lrc, Atm: Donald ,. lvldco0c, 1999 Brmdray, Suitc 77q Ilavcr, CO The undcrsigncd, bcingof wr fl'h.v ld *r,lny, zbre. Subscribed and surcm to beforc mc in the County ofAl.polng Sl.le of ITATE mranvortsotr, ATNI}AVIT OF SARVICE OR MAILING - CONTRACTOR STATEOFCOI.oRADO County ofArspahoc lavftl age and bciag firs duly s*om upon orth, dcposce and sap that lhis Notioe of lntcnt to Filc a Lien Sucnrnt uas milcd by oatifid maiL rAum rcccipt rcquecd to 0rc last larown ad&css of trc pincipol or primc contncror or his or hcr agor! asfolloum: Nonhsur Comrreteirl Prrtncrs, Atm: Doflald J. Marde, 1999 Broeduay, Suitc aay oe May,20l8. 7?O Dcnwr, Co 8O202 on ttc The urdcnignc4 bcing of t-l SubmribodandstromtobcforcmeinthccountyofArryohoqSuaofColondqtti.\-i a"rorf,.4at+.zore. Witness my helrd and official sl. Public ATNDAVT] OF SERVICE OR MAILING PRIOR TO NLING LIEN STATEMENT STATE OFCPTTORADO Counly ofAmpohoc Thc undccsienc4 bcing of lawful rge and bcing firs duly sunm, dcpo*s and says thal this Noticc of Inlcnt to Filc lcas tar (10) days bcforc tlrc limr of filing tlr Lien Strlcmart with thc County Subccribcd and snorn to trcfoc rrc in thc Counry of Ampahoc, State of Calondo , Clcrt M, Dary $ my hand and official ,rl,s(xhB66l o @vuo'roc Jo:lrvtl cnend.tEvIoN and I Lien n$ordcr. clfblz- zofi. sl. hblic My connnissior cxpircs: EXHIBIT 10 iMessage with +1 l33ol8O7-8772 DATE FILED: October 2, 2018 3:00 PM 5123118,2:56 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 Matt Runyon Mo - with don now. Matt Runyon 7202400623 5123118,4:18 PM IUatt Runyon All - just spoke with Mo... he is headed back to office. Please keep 445-530 free for call. Don ltried both lines please call me when you get this Don Marcotte lam working out Matt Runyon Keep 445-530 open please Don Marcotte 5:0_0 Matt Runyon l'll dial everyone unless you want to provide one Confirmed 5 at mo's office 1099 18th Matt Runyon 515 - Mo is in traffic EXHIBIT 11 Don Marcotte lhave a 6:00 in CC. Call me on my cell 5124118,7i29 AM Matt Runyon Mo - what's the latest? 5124118,1:15 PM Matt Runyon Mo - since we don't have the commitment letter I want to be sure any stipulation regarding a GC needs to be removed. Justin has gone radio silent and we are never going to hit the value stipulated in the commitment letter you presented earlier. To hit desired timeframes we are better served to just work brinkmann down. At least we know they are engaged and responsive. 5124118,2:,47 PM Matt Runyon We cannot sign this commitment letter. The way it is worded is incongruent with your explanation yesterday. Wording can't reach you and your mailbox is full. We can't sign a term sheet that commits us to a structure that doesn't work in the model I Moe Howard Matt, Can you send me an email with what you are referring to? I am currently on a conference call. Matt Runyon See page 6 Additional considerations The math It's not congruent with the spreadsheet provided and the proceeds aren't there for us to execute at this time We wouldn't be able to take sandy out. EXHIBIT 11 No need for email. It's all in the commitment letter Moe Howard It all works. Matt Runyon It does not But lt's not really worth discussing via text Only way I can reach you though We lose everybody for the holiday We can pick it up on tuesday Moe Howard get it, but l'm on a conference call. Are you making the assumption that the entire interest reserve will be coming out of the first phase. lnterest reserve is only needed at the time funds are deployed. I 512s118,9:33 AM Matt Runyon -_._g - .*j r='*' 1.. .' Mo - please advise. From Matt Beecher { You started sharing your location. 612118,9:58 AM i You stopped sharing your location. 6114118,2:50 PM 6122118,9:16 PM Don Marcotte Moe Hope allis well and I hope your Fltday-nigh! is going better than mine. I have been waiting for loan documents all day with no communication of the status. I have been in this business for 35 years and this is the most frustrated I have been. Having to send a text message on a Enday-ntg"htat€fM. I sent you an email earlier today and tried to leave you a voicemail but your voicemail is full. EXHIBIT 11 Can we please schedule a time to talk tomorrow. really need to understand the issues. I I hope you enjoy the remainder of your Friday-night Best Don 7l2Ol1B,1:33 PM Matt Runyon Loan proceeds are light at close. I need the three of you to get on a call to discuss how we handle fees. We will not have the money to close with cash on hand plus broadmark's 3.7mm It just needs to be dealt with between you all or this isn't going to happen based on my math. Thanks in advance for addressing this. 7121118,2:'12 PM Don Marcotte Let's talk on Monday Or lam available allweekend Matt Runyon Still don't have schedule or project list from GC. We need that for this to go up through committee per Brett. lt's required to get to close. l've done all I can to get us here. Balls in your court. 7125118,9:10 AM Matt Runyon Loan expected to close tomorrow. Brett/Tom called don this morning. There is a shift in how they are handling the loan based on conversations with Seattle. I need to coordinate a call with everyone once we see the loan calcs/docs today. 7125118,12t44 PM Matt Runyon New loan amount is about 5.9mm gross. Second loan willcome once preconditions are met. Level setting expectations. EXHIBIT 11 Page 1 of7 Jon J. Olafson P.rtner Denver DATE FILED: October 2, 2018 3:00 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 303.562-9767 or x3039767 Begin forwarded message: From: Adam Wimmer Subject: Fwd: Citadel (Aurors, CO) Model end Projections Adam D Wimmer Managing Partner Painled Sky Parmers 1225 lTth Street suite 505 Denver, Colorado 80202 D: 720.491.1422 M: 815.218.0699 ParnlcdSli!Panners.com Begin forwarded message. From: Brian Watson <[igg@.[9g$$419p491q> Date: July 9, 2018 at 3:16;54 PM MDT <'lmarcotte@.nonhstarcp.com>, Matt Runyon To: A.dam wimmer , Don Marcotte Subject: RE: Citedel (Aurora, CO) Model and Projections 1thinkthe2othistoolate" Thismust Whydoesheneedanother2weeks...?Ihavebeentoldthathewasgoingtocloseeachweekforatl€ast34weeksnow'. be solved now. Brian Watson Choirmon ond E CEO FINAL Crcoting Opportunity. Empoweing PeoPle. Strcngthening Communities' tnlordcion thor is @nltuiot, subJc.t b; Don Marcotte Subject: RE: citadel (Aurora, co) Model and Proj4tions >; Matt Runyon Hl Brian, I iust oot out of a after I finish my last few meetings 4 hour me€tinq wth Moe on this poect. l,was starting io draft an update with more details to send thas evening closins of Juli 19/20 for the ri6t traunch or runds to take out sandv et all. ;;9";i ;;;i;" 15 noe ;r;;";r.-il;#;15 "xi""i" " Alt the best, Adam On July 9, 2018 at 3:o&g PM, Brian Watson (brian@northstarcr'com) wotei Adam, delirys. we can be an ongoing source of solid Thanks for this update. we nesJ to close the loan this week, and can't afiord to have any mora business for you and Moe, but need this deal closed now' Moe, drag out. I respect thalyou have other I wo.uld liks to spsakwith you personally, as this pro@ss continues lo this together. Oeat-musf get Obne this wlek.'l would li'ke to understand what n6€ds to be done to accomplish dsals and a process to follow, but this Thank you, Brian Watson Chairman and CEO EXHIBIT 12 mhtml:file://C:\Users\Kryla.Dreyer\AppData\Local\Microsoft\Windows\Temporary Intern..' l0l2l20l8 Page2 of7 E FINAL Creating Opportunity. Em powering PeoPle. Strengthening Comm unities' fites tansmiad wth n aB riEtor ;;;;;';fi;";;;;;,;"r-i .hatu6 of otae conhdanual aN othet condnbns, ioii df(f soiely bt the 6e ot "iu"f'nrv the hdttdual ot enuty to w-hon they ar addrssad tl you hevd receued ths enai h etat pbase ndtfy apedl hsl@ edtuons mpod by ou part@/s rhrs massr m.y @ nlan thlomalon uo"" or opnbns prcsontd a'e nietr tbse ai lhB edht ild do not necessdv rep?ssnt tho* ot the conpmv wtbdta;al wt;Nt ndte. aN to any From: Adam Wmmer Sent: Sunday, July 8, 201 I 3:1 8 PM Don MT@tte ; Matt Runyon Howard the lhal ts *nt @nf#nhal. sbjel com>, Moe Subject: Re: Citadel (Aurora, CO) Model and Poections Hi Brian, Polk and I think we should arange a bird Congrats on your primary win. I am looking foMard to November. Had dinner last night with Kelly and Mark Dick Cheney. nuniat tne f,laOrasf, Matt Runyon Subjoct: Re: Citadsl (Aurora. CO) Model and Projections So what is the date now...? This MUST be resolved for my campaign immediately... Brian Watson Chairman and CEO Northstar Commercial Partners 'I 999 Broadway Ste 3500 Oenver CO, 80202 303 893 9500 303.893.9505 Fax wW northstarc9.com This email and any files transmitted with it are confidential and intended solely for the use ofthe individl.lal or entity to whom they are addressed. Frcm: Don Marmtte Sent: Friday, July 6, 2018 4:05:21 PM To: Brian Watson, Matt Runym Subject: RE: Citadel (Aurora, CO) Model and Prqections That is what I was told Donald J, Marcolte Director ol Development E l"H/;# 9.!9111 !j.'J#:: Norrhstrr Commerciat partners 1999 Broadway. Suile 35oo t Denver. Colorado 80202 3o3.8e3 esoo [r.s Main Phone o ;cD 7:o 720.240.0623 Drrocl Lrne x142.sif 7?0.771.2194Cell 303.893.9505 Fil lffi.northstarco.com As3islant: J@mine Clifton Creafing Ogpodunity- Empowering P@ple. Strsgthening Communities. This o-frdl nelhet cohsillulas il agrcenent b condud tansactons by electrcnb meanS not deales any legally hndng contad or enfotcoable obllgabon fi lhe absetco of a futty ,eaed wnfreh @nhact We are hot prcvdtng nveslnent adwce lhrcugh lh6 emall and lh5 email should nol be rcga.ded as il offer to sell. u a solotaloh ot il ofrot lo buy any secunt@s Th6 omail and any hles transmited wlh t are conlidenhal and ntencled sololy lo. he use ol lhe ndtlidual d intity lo whon they arc addressed. ll yoo have rc@wed th$ emal n erot pl@se nohly the sendor itumedately and lhen delete hb fral No watrunty ot reprcs9otalbn. expftss d mph& $ frade as to the accuraay of the intotuation conlaned h th$ email and $ subject lo frols om,ssions, charge of pn@. Gnlal d olher condihqs. wi(h*rqal without notce and to any specal listhg condihons mposed by ou pnndpals Th$ message may contatn nlofrafon thal ts confrdential. subiacl lo copynghl ot canstitutes a lra; Matt Runyon Don, I thought you said we would close the loan with Moe this week...??? Brian Watson Chaiman and CEO Northstar Commercial Partners mhtml:file://C:\Users\Kayla.Dreyer\AppData\Local\Microsoft\Windows\Temporary EXHIBIT 12 Intern... l0l2l20l8 Page 4 of7 1999 Broadway StB. 3500 I Denver CO, 80202 303.893 9500 303.893.9505 Fax w.northstarcD.com This email and any files transmittod with il are confidential and intendad solely for the use of ths individual or entity to whom they are addressed. From: Don Marcotto Sent: Friday, July 6, 2018 3:47:38 PM To: Brian Watson. Matt Runyon Subject: RE; Citadel (Aurora, CO) Model snd Prgections Wthin 2 wBks. Donald J. Marcotte Director of Development E Ty;',I# Northsrar commorciat partners p.com/me 1999 Broadway, Suiie 35oo D€nver. colorado 80202 I sos ass.gsoo [j s Main Phone Direct Line 72O.24O.m23 o nip tb $ilT,ffi x142.oit 72O.771.2194Ce 1 303 893.9505 northstarco.com M Fil Asgistant; Jazzmine Clifton C@ting Oppilunw. Empowedng PNPle. St ugthening Communiues. Th6 e"fral nelhd consttutes an agt@henl to conduct tanselons by elecionc means not creeles any legally bhdnO cont4cl ot enlorceable obhgailon n lhe abs@ce of a fulty $qned wnfren contftcl We arc nol providing invosln'nt advipe lhrcugh lhs efral 4d fh$ emal should hol ba rcgatdd as an offet lo sell. ot a sohctetan of an ollar to buy, any securilies Thts enalt frd any files tansnilted wilh t are confidenhal and hlendd solely lor the use ol the ndivtduel or enw to whom lhey ate ed&ass6d lt you have raceNed lhts efral n eftd please nohfy lhe sendet mmdalely and lhen delele lhs efrail No wffinty ot topre'entatton. exprcss ot imiliad, B nila as lo lhe accwacy ot lhe nfwah@ cohtehd n lhts enail and $ su4ecl lo erbts, om6s@nq changa ol pnca, rcolal ot olhq conditons. wilhdrMal wthMt not@. and b any ipectal hshog Mdihons. tmposad by ou pnndpa?6 Thrs message eay conlah nlomalfr that 6 confrdanltal. subject to copynghl or @nsllules a trada sscrd Any vEws or opnbns presonted arc solaly lhose ol the aulhd and do not necessanly rePresenl lhose ol lhe com8ny From: Brian Watson Sent: Thursday, July 05, 2018 1 1:44 AM To; Don Marcotte , Matl Runyon .MB.g!y9!@!9db.9!elgp-99tr> Subject: Re: Citadel (Aurora, CO) Model and Proiections How long will that take to get @mploted? Brian Watson Charrman and CEO Northstar Commercial Partnec 1 999 Broadway Ste. 3500 Denver CO, 80202 303,893.9500 303.893,9505 ww northslarco com Fil This email and any filas transmitt€d with it are @nfidential and intended solely for the use oI the individual or entity to whom they are addressed. From: Don Marcotte Sent: Thursday, July 5, 2018 6:41:34 PM To: Matt Runyon, Brian watson Subject: RE: Citadel (Aurora, CO) Model and Prqections I jusl got off the phone wath Guaranty Bank and they will be requesting an expedited apPraisal today. Donald J. Marcotte Diroctor of Developmenl ! nnoll,!"* .noflnsarc p @m/me disnmage s/togo/log o ncp 70 xl42.9i1 Northstar CommBrcial Partners 1999 Broadway, Suite 3500 I Denver, Colorado 80202 303.893.9500 U.S. Main Phone 720.240.0623 Oirecl Line 720.77',\.21 Ce ! 303.893.9505 Fax M.northstarcp.com Asislant: Jazmino Clifton icliflon@northstarcP'com C@ting Oppodunw, Efr poworing Peoplo. Strengthening Communifios. Th's e-mat neilher @nsiltules an agrcsment lo conducl lransacilons by ebctronc meaas hor ctuales any logaly bnding contad ot enforceeble obhgaton ih the absence ol a hlly sened wilfren cmtad We are nol prowdng nveshent advl@ thtough this 6mal and lhs amal should not be regardea! as an ofiil to sel). ot e solictatrcn ol il otrer to buy. any stuihes Th js emal and any files lransmined wth tl ate @nfidenilel end htanded solely ht the ase ol the tndvrcfual t anh' to Whom they are addrcssed lf you heve teeNed lh6 email n emr please nottfy thd sendet ifrmodalaly nnd then dololo lhis emall No warranty ol rcp€sahtat@n express or nphd made as to lhe a@uftcy of lhe nlomaXon conanacl h lhis omail and ts slbl@t lo ettuts, om6i@nq change ol pnce. rcnbl ot olher @dd/ilohs, Nlhdtawal 's and td any srycial lisling @ndhqos, imposd by ou pnhceals ThB message fiay c6lah nfohetil lhat B @nfidenfial. sublecl Io copynghl ot without oohco. conshlutos e lrak sectet Aoy vBws ot opnbns p/eserfed are sorery ahose of lhe aulhot and do not neessaily reptasenl lhose of lhe company Flom: Matt Runyon Sent: Wednesday. July 04, 2018 8:48 PM To: Brian Watsn ; Don Marcotte Subject: Fwd: Catadel (Aurora, CO) Model and Pro.iections mhtml:file://C:\Users\Kayla.Dreyer\AppData\Local\Microsoft\Windows\Temporary EXHIBIT 12 Intem... 101212018 Page 5 of7 Fvi Get Outlook for rOS From: DREW\r'0NKLER Sent: Wednesday, July 4. 2018 6:35:1 1 PM To: Mati Runyon Subject: Re: Citadel (Aurora, CO) Model and ProJections So are they Dw Sent from my iPhone On Jul 3, 2018. al 8:08 PM Matt Runym wrote: That's what I like to hear Drew. The call with Trez was extremely promising in my opinion. I am chomping at the bit to get moving on their DD. Man Runyon Development Manager Northstar Commercial Partners !.*s ge 1999 Broedway. Suite 3500 Oenver. Colorado 80202 303 893.9500 U.S Main Phone 330 807 8772Cell d by s€n der 303 893 9505 M Fa norlhstarcp.@m Crcating Opportunity. Empowering People. Suengthening Communities. Th$ e-frail nelhq conslffis an agehenl to coiduct lransacl@ns by abcl@E neans tut Crcoles ily legally hndng conttel or enlorceable oblryet on n lhe absence of a fully egred ftea enl@cl We are ool ptovtdtng nveslnenl advoe lhrough lhts onal and lho ehal should nol be regaldod as an ollet to sall, ot a sohctofron ot sn otret to bly. any @cutihes fhs emeil ild ahy liles lransmfied wlh t * confidefrual and nten&d solety for the use of lhe ndiwdual ot enilty lo whah lhey ate addessed lf yao have e@Ned lhts enal n errcr please noilry tha sqder finedietely and conlaned h thts email and $ lhoh dolet, lhls ehetl No wafranly ol Gpt*enlal@n. expt*s ot tmphad. B made as lo the acDuracy ol lhe 'nlffidion sobqct to effffi, omsstons, change ot pnce enla! d othet candhons- withdtawal wthoul nohce and lo eny specal hshng condthons- mposed by our pancrpals fhrs messgs may contan nlonahof, ha! 6 @nhdenltal subjecl locopynght w @nshlul* a lrade secret Any vtewsor aptnons prc,enled are solely kose ol lhe aulhor and fu ndl n*essailly represert thosa of lhe company From: Drew winkler .EliE!g!@g.E3il@' Sent: Tuesday. July 3, 2018 9:05:53 PM To: Ma( Runyon Subject: Re: Citadel (Aurora, CO) Model and Proj*tions Matt, to payoff the $7 million and including costs and interest rsserue we will noed a valuation at $1 5 million which is a 58% loan to value for the deal to underwrite for us..Trez is poised for the horizontal for the entire sito and venical excluding the retail..Owner of the Rez Texas is all over Citadel.. dw On Jul 3.2018. at 7:59 PM, Matt Runyon wrote: Following up again here Drew. We would love to move this forward. Per a conversation with Don yesterday, the appraisal has been ordered as of Monday and we will pay to expedite. Jason said you were inquiring as to the status. As we know more, lwill let you know. Have a good 4th! Matt Runyon Develqpment Manager Northstar Commercial Partners 1999 Broadway, Su(e 3500 Denver, Colorado 80202 303 893 9500 U.S. Main Phona 330.807 8772Cell 303 893 9505 Fax M:northstarcp.@m Creating Oppoftunity. Empowering People. Strengthening Communities. fhis a-mal nelhet conshlutes an agteefrenl lo @nducl tansactons by el'ctbnq mads nq crcates any legally bndng aontrad or enbrceabla obhgalion in lhe absence of a lully signed wnllen coqtacl We ate nol pbvdng nvegment advbe frroogh lhts emal and lhtg ofrail *ould nol be @gaded as an ofrot lo 6ell: or a sohctEhon oI an olfet lo buy. any socunhas ThB efral end afry frles mhtml:file://C:\Users\Kayla.Dreyer\AppData\Local\Microsoft\Windows\Temporary EXHIBIT 12 Intem... 101212018 Page 6 of7 transhtftld wth t are @nfidenbal frd ntended sotely lor lhe 6e ot the tndiiduel ot ehhty lg whon lhey aro addrcssed lf you have 6eNed lhs emat h etrcr ptease notify the *ndar mmedialely and lhen delote lh$ efrail No wanahly ot Gptesontel,or. erpress or npli, s made as lo ke *curacy oliha iofonalion contaned tn kE emal afrd $ sublmt lo efrots. omtsstoni, change ot pn@, Golal ot othar condjlons. wtlhctawel wihout no@. and lo any sped lislng condil@ns- mrysed by out qnqpals ThE massega may ptesented arc ioldly @ntain infomalion lhat ts confrdenttsl. sublml to @pqght or conslluls a lftde seilel Any vi6ws or opnbds fnose ol lhe authot and do nol frefssanly rcptesenl lhose of ke cffipany From: Matt Runyon Sent: Wednesday, Jun€ 27, 2018 10:32:03 PM TO; DREWWNKLER Cc: Don Marcott€ Subject: Fw: Citadel (Aurora, CO) Model and Projections Drew- just making sure I stay on top of this. lhaven't heard from Jason in John sullivan's offce. Please let us know how you want us to proceed. We are obviously anxious to move things forward. Thanks. Mafl Runyon DevBlopment Manager Norlhstar Commercial Pertners 1999 Broadway, Suite 3500 I Oenver, Colorado 80202 303.893.9500 U.S. Main Phone 330.807.8772Ce11 393393.9!95 Fax w nonhstarco.com Creating Opportunity. Em powerin g People. Strengthening Com munities. ThB e-mail nethq cfrsillules an agrcement to condud tansactbhs by eleclrcnc naans nu creates any legally bindkg @nba91 or dnlot@able obtqaton n the absenae ol a fu\ly sqned wiken conttad We are not ptowdng nveslment adw@ thr@gh lhB etuail and lhg dnal shouta nol be rcgilded as on ofret to sett. ot a sohctahon ol an offa( b buy. any secuihos Th,s enail ahd any files tansmited with I e conidentiat and ntended sotely lot lhe ose of the ndiwdual or ottlly lo whofr lhey ate addE sad ll you have r&ew@ th6 emal n eilu ptease nobty lhe seoder mfredialoly and lhen detde lhis efral No wtuanly or rcp(esenlaton e\press ot mphed, B made as lo lhe accurccy ol ths inlomalion contahed ih lh$ email and 6 3ubJocl lo et@rs. on)sslfrs, change ol pnce, ranlel ot oth,r &ndtbns. wlhdawal lhoul notice. and lo any sp$Ql hsnng @ndiions. mposd by ou ptncpals Ih,s massage may @ntetn inlDmalion lhal ts @nfidenilat iubl}d b copylghl or @nst/ut6s a lrade sec.at any wews ot opta@ns pftsenbd ate solely lh@e of the aulhor and do nol necessarry represanl lhose ot lhe company From: Matt Runyon Sent: Thursday, June 2'1, 2018 10:43 AM To: John Sullivan Cc: DREWWNKLER, Brian Watson; Don Marcotte Subjsct: Re: Citadel (Aurora, CO) Model and Prqections Very good, John. Thank you for the update. Looking forward to pushing this forward Please tell Jason to call if he has any questions. Matt Runyon Developmsnt Manager Northstar Commercial Partners 1999 Broadway. Suite 3500 Denver. Colorado 80202 303.893.9500 U.S. Main Phone 330 807 8772Cell 303.893.9505 Fax northstarcp.com M Creating Oppoftunity. Empowering People. Stengthening Communities. e-mal nelher constt,les an agrcomenl lo conducl tilsactions by elacfuhb moans not crcates any lagelly bhdnE cntnd or ,nfotceabla obleailon h the ebsence ol a fully stgned wnften @ntact We ab nol prcedng nvestment aalvi@ lhraogh lhis email and th'' email shoub not be rega&d as an ofrer to sell. ot a soliclatian of an oltq to buy. any secudlias This email ild ily 6las tnnsnfiod wlh il ae confiddnlid and ntended solely lot lhe use ol lhe ndividual ot enlily lo whom they ats ddres*d lf you have receved hB emejl n erv pleaie nolily the seodet immadialely and lhen delole lh$ omal No wananly ot rcptesefrlabon. exptess ot mplid. ,s made as lo lhd a@tacy af lhe intomshon contaned in th$ emal and 6 sublecl to eno6 ofrtssbns, change of pnce, rental ot othet conditpns. wthchawal Nilhoul nolco and lo any spec@l hslng cohtll@ns. mp6ed by out pnndpals ThB message may @ntain nfotfration lhal ts @nfiatenlal, sut,ect to copyflght ot conshtotes a tade seate! Any vews ar opnbns Nesenled are solely hose ol the aulhor md da nol ne@ssfrly eqtesent those ol lhe c@peny ThB From: John Sullivan .Js.g.lliye!@!e4qapi!g.L99l!, Ssnt: Thursday, June 21, 2018 '10:02:24 AM To: Matt Runyon Subjoct: RE: Citadel (Aurora, CO) Model and Projections Thanks Matt. Jason Stowg in our offi@ will be assisting me on this He is Jammed up on a few other closings and will free up middle of next we€k so him and I can go ovor thrs John SulliY.n TrEz Capital Taxas. LP EXHIBIT 12 mhtml:file://C:\Users\Kayla.Dreyer\AppData\LocalWlicrosoft\Windows\Temporary Intem... 101212018 PageT of7 Orect. 214 545 0966 coil 469 360 6927 Email isullivan@trezepital.com u d. *aNr otthl Feib!. t Bd.nddro' tu d. u$ o, h tsen b*hom n BadEd 6d6tuuitnr@t.d Er..sl$b. Th6."m.ilo.ycodhF*ed ohr h.n lo @B ,.cprdr . !Er4 prorrhbo w€ !s$m no @^*14 hv .de'm due,. d,hffin d 6i.M on 66 d.€l w tmr otur tun h. tu& rcW r,6. crp'br.r r@) 6@2r hmd6r.v r6d6trq r.v Erd @Fr FJ q hE DiEH rip u'o,€c.d sE t @mB$. m €;8.;b.! *wr m "di.i d 18..tui lffi Fr o.'b( rd hld dfr.i M r.i1il.[ # From: Matt Runyon [mailto:MRunvon@no(hstarcp.coml Ssnt: Tuesday, June '19, 2018 4:00 PM To: John Sullivan Gc: Don Mar@tte , Brian Watson , VMllCamsson i DREW WNKLER Subjecl: Citadel (Aurora, CO) Model and Proiectaons John - it was good meeting you on the call on Friday. Hopefully, we can flnd a way to work together to bring the Citadel on Colfax to Aurora. To that end, please see the attached model and cash flow poections to advance our @nversation. l've copied all for awareness, but if you have specific questions related to the p@ect itself or the files attached, it is likely that our analyst Wll Camenson and I can answer them quickly. Anything we can do to help this move fonarard, let us know. Thanks again for the time and the interest. We look foMard to talking soon. Uatl Runyon Oevelopment Manager Northstil Commercial Partners 1999 Broadway. Suite 3500 Denver. Colorado 80202 303.893.9500 U.S. Main Phone 330.807.8772Ce11 303.893.9505 Fax M.norlhstarca.com Creating Opportunity. Empowering People. Slrengthening Communities. 1-frail nelhet aonstt tes an agrcemenl to cfiducl tansaclrens by el,ckohtc haahs not creales any legally bndng M\acl or qlorcoable obhga\on h the absence ot a fully egned wilfleh contacl We are nat prcvdtng hvesthenl advrce thrcugh lh$ emal and lhis ekal *tuld not bo rcgatdecl as an olfer to sel- * a sohela\on ol an olfer to buy. any secunles Thts email and any frles tanafrfiod wth it arc @nfidenfial ahd ntencbd solely for lhe use ol lhe ndtwdual u enlly to whom lhey are addres*d lf yov have receNed lh$ efrel fi aftd plaase nolily the sendq mmealalely end lh6n delate ths ematl No wartanly q rcpresentalion, exposs or tfrpled, 6 made as lo lhe accur*y ol lha ntomatrcn @ntatned h lh$ ema,l and ts subjecl to ilrors, omissons, chenge ol pnca. rental q other condtons wthdftwal wthfut no1ce. ancl to any spectal lislng coodthons. mposad by out ptinctpals Thts message may @tan nlotuatan that ts confidodAal. subJact to copytrghl or @nslilules a lila saarsl Any liews or opnons ptesented are soldly tho* ol lha aulhor and do not ne@sanly Gpresanl lhosa ol the company Thts Adam D. Wmm€r Managing Pariner Painted Sky PartneE 1225 1 7lh Sresl, Suite 2650 Oenver, Colorado E0202 D: 720.491 1422 M: ElqM]qqgg ParotedSkvPann€rs @m NOTICE: This e-mail is only intended forthe porson(s) to whom it ls addres3ed and may contain @nfidenlial infomation. Unless stated lo the @ntmry, any opinions or comments are peEon8l lo lhe Miter and do nol r€prcsent the oflicial view of Painled Sky Paflners LLC or any of ils atfiliales. lfyou have re€ived this €-mail in ercr, please notify us imediately by reply +mail and then delete this message trom your system. Please do not @py it or use ii for any purposes, or disclose its contents to any gther person. Thank you for your coope6tion. Adam O. Wimmor Managing Panner Painted Sky Pa(ners 1225 1nh Street. Suite 2650 D6nver, Colo.ado 80202 o: 20.!glll22 M: 815.218 069s ParntedSkvParhers @m NOTICE: This e-mail is only int6nded forthe p€Gon(s) to whom it is addressed and may @ntaan @nfidential informalion. Unless stated to lhe @nt€ry, any opinions ot @mments arc personal to the witer and do not Epresent lh6 oflicial view of Painted Sky Pannec LLC or any of its afriliales- lfyou have received this email in eror, please notiry us immediately by reply email and thsn delete lhis me$age from your syslem. Please do not copy it or us€ il for ary purposes, or disclose its @ntents to any other person, Thank you for your @opeEtion. mhtml:file://C:\Users\Kayla.Dreyer\AppData\Local\Microsoft\Windows\Temporary EXHIBIT 12 Intern... l0/212018 From: Sent To: Subject Adam Wimmer Wednesday, September 26,20L8 4:24 PM Dreyer, Kayla Fwd: Re: Debt Placement Invoice DATE FILED: October 2, 2018 3:00 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 Adam D. Wimmer Managing Partner Painted Sky Partners 122517th Street, Sulte 505 Denver, Colorado 80202 D: 720.491.1 422 M: 81 5.21 8.0699 PaintedSkyPartners.com NOTICE: This e-mail is only intended for the person(s) to whom it is addressed and may contain confidential information. Unless stated to the contrary, any opinions or comments are personal to the writer and do not represent the official view of Painted Sky Partners LLC or any of its afRtiates. tf you have received this e-mail in error, please notify us immediately by reply e-mail and then delete this messige from your syst,em. Please do not copy it or use it for any purposes, or disclose its contents to any other person. Thank you for your cooperation. On June 12,2018 at 1'.02.48 PM, Matt Runyon (mrunvon@northstarcp.com) wrote: With pleasure... you guys Pick Get Outlook for IOS From: Don Marcotte Sent: Tuesday, June 72, 2Ot8 72:44:07 PM To: Adam Wimmer Cc: Matt Runyon Subject: Re: Debt Placement lnvoice On Matt Donald J. Marcotte Director of Development Northstar Commercial Partners 1999 Broadwa),. Suite 3500 lDenver. Colorado 80202 303.893.9500 U.S. Main Phone 720.240.0623 Direct Line 720.771.2194 Cell 303.893.9505 Fax ww*'.northstarcp.com Assistant: hzzmine Clifton EXHIBIT 13 i clifton@no rthstarcp.com C reating Opportunity. E mpowerin g Peopl e. Strengthe ning Co mmun ities. This e-mail neither constitutes an agreement to conduct transactions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of a fully signed written contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities. This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. Ifyou have received this email in error please notifu the sender immediately and then delete this email. No warranty or representation, express or implied, is made as to the accurocy of the information contained in this email and is subjecl lo errors, omissions, change oJ'price, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our principals This messoge may contain information that is con/idential, subject to copyright or constitutes a trade secret. Any views or opinions presented are solely those of the author and do not necessarily represent those of the company. On Jun 12,2018, at'12.40 PM, Adam Wimmer wrote: Absolutely. Need to make my insurance carrier, bank and accountant happy by sending a paper trail. Looking forward to a nice closing dinner! Adam D Wimmer Managing Director Painted Sky Partners 122517th Street Suite 2650 Denver, Colorado 80202 D: 7 20.491 .1 422 M: 81 5.218. 0699 Pai ntedSkvPartners. com On Jun 12,2018, at 12'.38 PM, Don Marcotte wrote: Adam This would be a fee I would love to pay at closing. Let's get it to closing Best Donald J. Marcotte Director of Development EXHIBIT 13 Northstar Commercial Partners 1999 Broadwa),. Suite 3500 lDenver. Colorado 80202 303.893.9500 U.S. Main Phone 7 20.240.0623 Direct Line 720.77 .2194 Cell 303.893.9505 Fax www.northstarcp.com Assistant : J azzmine Clifton iclifton@northstarcp.com C re atin g Opp o rt un ity. E mp owe rin g People. Strengthening Communities. This e-mail neither constitutes an agreement to conduct transactions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of afully signed written contract. We are not providing investment advice through this email and this email should not be regarded as an ffir to sell, or a solicitation of an offer to buy, any securities. This email and any files transmitted with it are confidential and intended solely for the use o.f the individual or entity to v,hom they are addressed. If you have received this email in error please notifu the sender immediately and then delete this email. No waruanty or representation, express or implied, is made as to the accuracy of the information conlained in this email and is subject lo errors, omissions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our principals This message may contain information that is confidential, subject to copyright or constitutes a trade secret. Any views or opinions presented are solely lhose of the author and do not necessarily represent those of the company. On Jun 12,2018, at 12:30 PM, Adam Wimmer wrote : Matt, Attached is my invoice for Colfax and Sable. Payable upon closing. I believe 1.5% is coming from the initial loan funding. Adam D. Wimmer Managing Partner Painted Sky Partners 1225171h Street, Suite 2650 Denver, Colorado 80202 D: 720.491 .1 422 M: 81 5.21 8.0699 PaintedSkyPartners.com EXHIBIT 13 i$l@rflSer: n'r'ls,;e-maii[ iir'or$U :fffen@dtfOr-ithe [erBon($,t0, wthsrm illtF fttrlFdssd Ahril mayr gen_rCrii tsrrmffifidenfial'frnfonm il,IFrlacsr stated fto tlae co'ntr,ary,'runyrqplliilE-hE,or @.wtwilefltg: a.rc},B,ilrss!ilai'b tre]Vdriltsr"arrdrt,t{o nst ropr.esemil ffie offietal[v;be ofmainteoUsty Partneis ul-iO- or:airiry 16 S'a-@htrr l[f iyg.tl tfuwe' i6estg@ flh'rs r+lnafi firt s',rur, please mofiff tusllmnnnedla$ly Ey ,rgptry e"Ordi! tridid UtGii ddEtg:tlliig,rtrcdsags'fiorm lmur s.ys-bm. lPtigtse do,lnot @pyrlft'ar use it fur .any p.nrr,m@, ofr]rffti&'b$e ftsi6oft tEfrtr[to,a]@,leffirPeffiti'Ttivgmlf yr@]ibryo.llli CIoopuraltilon. ,(Ge1fiaxta'fiid gdble B,ltll dF .<.F-,8F'W$pdh EXHIBIT 13 From: Olafson, Jon Sent: Thursday, August 09, 2018 3:58 PM To: Subject: Dreyer, Kayla DATE FILED: October 2, 2018 3:00 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 Fwd:Citadel (Aurora, CO) Model and Projections image003jpg; image003jPg; image003jpg; image005.png; image006.png; Attachments: image003 jpg; image007 jpg Jon J. Olafson Partner Denver 303.562.9767 or x3039767 Begin forwarded message: From: Adam Wimmer Date: August 9, 2018 at 3:41:48 PM MDT To: Subject: Fwd: Citadel (Aurora, CO) Modeland Projections Adam D Wimmer Managing Partner Painted Sky Partners 7225 tTth Street Suite 505 Denver, Colorado 8O2O2 D : 7 20.491.1.422 Pa M: 8 15. 2 18.0699 intedSkvPartners.com Begin forwarded message: From: Brian Watson Date: July 9,2018 at 3:15:54 PM MDT To: Adam Wimmer , Don Marcotte , M att Ru nyo n < M Ru nvon @ northsta rcp.com > Subject: RE: Citadel(Aurora, CO) Modeland Projections Why does he need another 2 weeks...? I have been told that he was going to close each week for at least 3-4 weeks now... I think the 20th is too late... This must be solved now. Brian Watson Choirmon and CEO EXHIBIT 14 tr Creoting Opportunity, Empowering People. Strengthening Communities. This e-moil neither constitutes on ogreement to conduct tronsoctions by electronic meons nor creotes ony legolly bindinq controct or enforceoble obliqotion in the obsence of o t'ully signed written controct. We ore not providing investment odvice through this emoil ond this emoil should not be regorded os on offer to sell, or o solicitotion of on olfer to buy, ony securities. This emoil ond ony Jiles tronsmitted with it ore confidentiol ond intended solely t'or the use of the individuol or entity to whom they ore oddressed. lf you hove received this emoil in error pleose notify the sender immediotely ond then delete this emoil. No worronty or representotion, express or implied, is mode os to the occurocy of the informotion contoined in this emoil ond is subiect to errors, omissions, chonge of price, rentol or other conditions, withdrowol without notice, ond to ony speciol listing conditions, imposed by our principols This messoge moy contoin informotion thot is cont'identiol, subiect to copyright or constitutes o trode secret. Any views or opinions presented ore solely those of the outhor ond do not necessorily represent those of the compony. From: Adam Wimmer Sent: Monday, July 9, 2018 3:14 PM To: Brian Watson ; Don Marcotte ; Matt Runyon Subiect: RE: Citadel (Aurora, CO) Modeland Projections Hi Brian, just got out of a 4 hour meeting with Moe on this project. I was starting to draft an update with more details to send this evening after I finish my last few meetings of the day. The reader's digest version is Moe expects a closing of July 19120 for the first traunch of funds to take out Sandy et all. I Allthe best, Adam On July 9, 2018 at 3:08:54 PM, Brian Watson (brian@northstarcp.com) wrote: Adam, Thanks for this update. We need to close the loan this week, and can't afford to have any more delays. We can be an ongoing source of solid business for you and Moe, but need this deal closed now. Moe, I would like to speak with you personally, as this process continues to drag out. I respect that you have other deals and a process to follow, but this deal must get done this week. I would like to understand what needs to be done to accomplish this together. EXHIBIT 14 reati n g Oppo ftu n ity. E mpoweri ng Peop le. Strengthen i ng Comm u n ities. C This e-mail neither const,lules an agreement to conduct transactions by electronic means nor creates any legally binding contract or entorceable obligation in the absence of a fully signed written contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, ar a solicitation of an offer to buy, any secuities. Thrs email and any fites transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. lf you have received this email in error please notify the sender immediately and then delete this email. No wananty or representation, express or implied, is made as to the accuracy of the information contained in this email and is subject to errors, omlssions, change of price, rental or other conditions, withdrawal without notice, and to any speciat listing conditions, imposed by our pincipals This message may contain information that is confidential, subject to copyight or constlufes a trade secret. Any views or opinions presented are solely those of the author and do not necessarily represent fhose of the company. From: Adam Wimmer Sent: Sunday, July 8,2018 3:18 PM To: Brian Watson ; Don Marcotte ; Matt Runyon ; Moe Howard i Subject: Re: Citadel (Aurora, CO) Modeland Projections HiBrian, Congrats on your primary win. I am looking forward to November. Had dinner last night with Kelly and Mark Polk and I think we should arrange a bird hunt at the Nebraska ranch this fall. lll invite Walker to come along too, however is shotgun skills are on the level of Dick Cheney. EXHIBIT 14 I have CC'd Moe Howard on this email so we are all on the same page' We have been making forward progress on closing this loan for your group. We have run into some road blocks across the way that have delayed funding. lt is my understanding most of these have been mitigated. My understanding is Ultegra ordered an appraisal update to their original appraisal, which took longer than anticipated to come back, and the valuation has come in around $18MM, thus resulting in a short fall in loan to value guidance per the Ultegra's commitment letter. I have suggested to Ultegra (Moe) that we push along with closing the first dispersement, which will take out the seller carry note and bring your past due payables current along with slowing for work on the site to progress. This will allow for momentum on the project and allow time for the appraisal Don has ordered to come in and will allow Ultegra tome to get comfortable with that valuation and advance the second traunch of funding. Moe, Please respond to the group on when you think we can have some closure on this as Brian is running for State political office and cant have this project lingering over his head as a distraction. You have told me that we are so close to closing numerous times where I feel like I am reading Aesop. Stop calling wolf and lets close this transaction. Please tell us what we need to do to get the first truanch funded. Don, Please keep us all abreast on the appraisal you had GTY bank order. ADW On July 7,2018 at 5:58:57 PM, Matt Runyon (mru nvon @northstarcp. com) wrote: ln talking with Adam Wimmer he suggested you chat with him first. Adam's really the only one with solid contact with Mo at this point. His number is below. +1 (815) 218-0699 EXHIBIT 14 Get Outlook for iOS From: Brian Watson Sent: Saturday, July 7,2018 4:08:00 PM To: Don Marcotte; Matt RunYon Subject: Re: Citadel(Aurora, CO) Modeland Projections Per my below request, please send me Moe's contact information ASAP. I want to call him to get this loan closed this week with no more delays and excuses. Thank you, Brian Watson Chairman and CEO I,rlorthstar Commercial Partners 1999 Broadway Ste. 3500 Denver CO, 80202 303.893.9500 303.893.9505 Fax www.northstarcp.com This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. From: Brian Watson Sent: Friday, rJuly 6, 2018 5:35:27 PM To: Don Marcotte; Matt Runyon Subject: Re: Citadel(Aurora, CO) Modeland Projections Please send me Moe's contact information. I will be the bad guy at this point. EXHIBIT 14 Brian Watson Chairman and CEO Northstar Commercial Partners 1999 Broadway Ste. 3500 Denver CO, 80202 303.893.9500 303.893.9505 Fax www.northstarcp.com This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. From: Don Marcotte Sent: Friday, July 6, 2018 4:53:02 PM To: Brian Watson; Matt Runyon Subject: RE: Citadel (Aurora, CO) Modeland Projections I am trying to get on a callwith Moe Donald J. Marcotte Director of Development Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, Colorado 80202 303.893.9500 U.S. Main Phone 720.240.0623 Direct Line 720.771.2194 Cell 303.893.9505 Fax www.northstarcp.com Assistant: Jazzmine Clift on 6 EXHIBIT 14 icl ifton@northsta rc p.com C reati n g Oppo rtu n ity. Em poweri n g Peopl e. Stre n gthen i n g Com m u n iti es. This e-mail neither constitutes an agreement to conduct transactions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of a fully signed written contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities. IDrs email and any files transmifted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. lf you have received this email in enor please notify the sender immediately and then delete this email. No wananty or representation, express or implied, is made as to the accuracy of the information contained in this email and is subject to errors, omlssions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our pincipals Ihls message may contain information that is confidential, subiect to copyight or consfllufes a trade secret. Any views or opinions presented are solely those of the author and do not necessa rily represent those of the company. From: Brian Watson Sent: Friday, July 06, 2018 8:35 AM To: Don Marcotte ; Matt Runyon Subiect: Re: Citadel (Aurora, CO) Modeland Projections So what is the date now...? This MUST be resolved for my campaign immediatelY... Brian Watson Chairman and CEO Northstar Commercial Partners 1999 Broadway Ste. 3500 Denver CO, 80202 303.893.9500 303.893.9505 Fax www.northstarcp.com EXHIBIT 14 This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. From: Don Marcotte Sent: Friday, July 6, 2018 4:05:21 PM To: Brian Watson; Matt Runyon Subject: RE: Citadel (Aurora, CO) Modeland Projections That is what I was told Donald J. Marcotte Director of Development Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, Colorado 80202 303.893.9500 U.S. Main Phone 720.240.0623 Direct Line 720.771.2194 Cell 303.893.9505 Fax www.northstarcp.com Assistant: Jazzmine Glifton icl ift on@northsta rc p.com C reati ng O ppo rtu n ity. Em poweri n g People. Strengthen i ng Co m m u n iti es. This e-mail neither consfltutes an agreement to conduct transacfions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of a fully signed written contract, We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities. Ihls email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed lf you have received this email in enor please notify the sender immediately and then delete this email. No wananty or representation, express or implied, is made as to the accuracy of the information contained in this 8 EXHIBIT 14 emait and is subject to effors, omissions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our principals Ihis message may contain information that is confidential, subiect to copyright or constitutes a trade secret. Any views or opinions presented are solely those of the author and do not necessarily represent those of the company. From: Brian Watson Sent: Friday, July 06, 2018 8:02 AM To : Don Marcotte ; Matt Runyon Subject: Re: Citadel (Aurora, CO) Modeland Projections Don, I thought you said we would close the loan with Moe this week...??? Brian Watson Chairman and CEO Northstar Commercial Partners 1999 Broadway Ste. 3500 Denver CO, 80202 303.893.9500 303.893.9505 Fax www.northstarcp.com This emailand any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. From: Don Marcotte Sent: Friday, July 6, 20i18 3:47:38 PM To: Brian Watson; Matt Runyon Subject: RE: Citadel (Aurora, CO) Modeland Projections Within 2 weeks. EXHIBIT 14 Donald J. Marcotte Director of Development Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, Colorado 80202 303.893.9500 U.S. Main Phone 7 20.240.0623 Direct Line 720.771.2194 Cell 303.893.9505 Fax www.northstarcp.com Assistant: Jazzmine Clifton iclifton@northstarcp.com Creati n g O ppo rtu n ity. Em poweri ng Peopl e. Strength e n i n g Co m m u n iti es. This e-mail neither constitutes an agreement to conduct transactions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of a fully signed witten contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offer to buy, any secuities. This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. lf you have received this email in enor please notify the sender immediately and then delete this email. No wananty or representation, express or implied, is made as to the accuracy of the information contained in this email and is subject to enors, omisslons, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our principals This message may contain information that is confidential, subject to copyright or constifufes a trade secret. Any views or opinions presented are solely those of the author and do not necessa ily represent those of the company. From: Brian Watson Sent: Thursday, July 05, 2018 11:44 AM To: Don Marcotte ; Matt Runyon Subject: Re: Citadel (Aurora, CO) Modeland Projections 10 EXHIBIT 14 How long will that take to get completed? Brian Watson Chairman and CEO Northstar Commercial Partners 1999 Broadway Ste. 3500 I Denver CO, 80202 303.893.9500 303.893.9505 Fax www.northstarcp.com This email and any files transnritted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. From: Don Marcotte Sent: Thursday, July 5,2018 6:41:34 PM To: Matt Runyon; Brian Watson Subject: RE: Citadel (Aurora, CO) Modeland Projections I just got off the phone with Guaranty Bank and they will be requesting an expedited appraisal today. Donald J. Marcotte Director of Development Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, Colorado 80202 303.893.9500 U.S. Main Phone 720.240.0623 Direct Line 720.771.2194 Cell 303.893.9505 Fax www.northstarcp.com 11 EXHIBIT 14 Assistant: Jazzmine Clifton i c ! ift on @n o rth sta rc p.com Oppoftu n ity. Em Poweri ng People. Stren gth en i n g Com m u n ities. C reati n g This e-mail neither constitutes an agreement to conduct transactions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of a fully signed witten contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities. Ihts email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. lf you have received this email in enor please notfu the sender immediately and then delete this email. No wananty or representation, express or implied, is made as to the accuracy of the information contained in this email and is subject to enors, omissions, change of pice, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our principals Ihis message may contain information that is confidential, subject to copyright or conslftutes a trade secret. Any views or opinions presented are solely those of the author and do not necessaily represent those of the company. From: Matt Runyon Sent: Wednesday, July 04, 2018 8:48 PM To: Brian Watson ; Don Marcotte Subject: Fwd: Citadel (Aurora, CO) Modeland Projections Fyi Get Outlook for iOS From: DREW WINKLER Sent: Wednesday, July 4, 2018 6:35:11 PM To: Matt Runyon Subiect: Re: Citadel (Aurora, CO) Modeland Projections So are they t2 EXHIBIT 14 Dw Sent from my iPhone On Jul 3, 2018, at 8:08 PM, Matt Runyon wrote: That's what I like to hear Drew. The call with Trez was extremely promising in my opinion. I am chomping at the bit to get moving on their DD. Malt Runyon Development Manager Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, Colorado 80202 303.893.9500 U.S. Main Phone 330.807.8772Ce11 303.893.9505 Fax www.northstarco.com Creating Opportunity, Empowering Peo ple. Stre ngthen i ng nities. Co m m u This e-mail neither constitutes an agreement to conduct transactions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of a fully signed written contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities. This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. lf you have received this email in enor please notify the sender immediately and then delete this email. No wananty or representation, express or implied, is made as to the accuracy of the information contained in this email and is subiect to errors, omlssions, change of price, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our pincipals. Ihls message may contain information that is confidential, subject to copyright or constitutes a trade secret. Any views or opinions 13 EXHIBIT 14 pr-eserded"a,HaplE&,trpwi ofitlte,Es.lf,e,.r eag, @,, a-o?nilre,ssaotrI'looeoenf,frgsp, o.fittP&4iflJ - FlonulD,r.,cnrtff n-l@t 19 EXHIBIT 14 Sent: Thursday, June 21,201810:02:24 AM To: Matt Runyon Subject: RE: Citadel (Aurora, CO) Modeland Projections Thanks Matt. Jason Stowe in our office will be assisting me on this. He is jammed up on a few other closings and willfree up middle of next week so him and I can go over this. John Sullivan Trez CapitalTexas, LP Direct: 214.545.0966 Cell: 469.360.6927 Email: isullivan@trezca pital.com This e-niail may contain privlleged and confiden(ial material and its transmission is not a waiver of that privilege. lt is intended for the sole use of lhe person to whom it is addEssed. Any copying, disclosuro, distribution or reliance on this material by anyone other than the intended recipient iE strictly prohibited- We assume no responsiblity to persons other than the intended recipienl lf you hava recived this transmission in enor, please notify Trez Capital at (604) 689-0821 immediataly and destroy any hard copies you may have printed and remove all @piss of the e-mail from your mailbox and hard drives. From: Matt Runyon lmailto: MRunvon @north starcp.coml Sent: Tuesday, June 19, 2018 4:00 PM To: John Sullivan Cc: Don Marcotte ; Brian Watson ;WillCamenson .WCamenson@northst arcp.com>; DREW WINKLER Subject: Citadel (Aurora, CO) Modeland Projections John - it was good meeting you on the call on Friday. Hopefully, we can find a way to work together to bring the Citadel on Colfax to Aurora. To that end, please see the attached model and cash flow projections to advance our conversation. I've copied allfor awareness, but if you have specific questions related to the project itself or the files attached, it is likely that our analyst Will Camenson and ! can answer them quickly. Anything we can do to help this move forward, let us know. Thanks again for the time and the interest. We look fonuard to talking soon. 2L EXHIBIT 14 Matt Runyon Development Manager Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, Colorado 80202 303.893.9500 U.S. Main Phone 330.807.8772Cel1 303.893.9505 Fax www.northstarcp.com Creating Opportu nity. Empowering People. Strengthe ning Communities This e-mail neither constitutes an agreement to conduct transaetions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of a futly signed witten contract. We are not p rov i d i n g i nve stm e nt a dv ice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offer to buy, any secuities. This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. lf you have received this email in enor please notily the sender immediately and then delete this email. No wananty or representation, express or implied, is made as to the accuracy of the information contained in this email and is subject to enors, om,sslo,s, change of price, rental or othe r conditions, withdrawal witho,ut notice, and to any speci al I i sting conditions, imposed by our principals. Ihis rnessage may contain information that is 22 EXHIBIT 14 confidential, subject to copyight or consfifufes a trade secret. Any views or opinions presented are solely those ofthe author and do not necessarily represenf fhose of the company. Adam D. Wimmer Managing Partner Painted Sky Partners 1225171h Street, Suite 2650 Denver, Colorado 80202 D: 72A.491 .1 422 M: 81 5.2 1 8.0699 Pai ntedSkvPartners.com NOTICE: This e-mail is only intended for the person(s) to whom it is addressed and may contain confidential information. Unless stated to the contrary, any opinions or comments are personal to the writer and do not represent the official view of Painted Sky Partners LLC or any of its affiliates. lf you have received this e-mail in error, please notifo us immediately by reply e-mail and then delete this message from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person. Thank you for your cooperation. Adam D. Wimmer Managlng Partner Painted Sky Partners 1225171h Street, Suite 2650 Denver, Colorado 80202 D: 72O.491 .1 422 M: 8 1 5.21 8.0699 PaintedSkyPa rtners.com NOTICE: This e-mail is only intended for the person(s) to whom it is addressed and may contain confidential information. Unless stated to the contrary, any opinions or comments are personal to the writer and do not represent the official view of Fainted Sky Partners LLC or any of its afflliates. lf you have received this e-mail in error, please not'rff us immediately by reply e-mail and then delete this message from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person. Thank you for your cooperation. 23 EXHIBIT 14 Painted Sky Partners LLC cs-L lnvoice No. Date: lnvoice DATE FILED: October 2, 2018 3:00 PM Painted Sky Partners LLL L225 tlth Street Ste. 2650 FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 Colfax and Sable LLC BillTo: Attn: Matt Runyon Denver, CO 80202 Address: 1099 Broadway #3500 Phone: 303-893-9500 Denver, CO 80202 720-491.-144 Pa i ntedSkyPa rtners.com E-mail: ada m.w i m mer@ oa i nteds kvpa rtners. com Fax: Descrision ,..uifE ii Debt Placement Fee @ 2.5% ol 55,941,489 t48,537.23 1 Realestate secured loan- Property Location- E of the SEC Corner of Sable & Colfax, Aurora CO 80011 Lot 1 Block 1 Monterey Pointe subdivision Filing No 3, County of Arapahoe, State of Colorado & Lot 1, Block 1, Monterey Pointe Subdivision Filing NO 2, County of Arapahoe, State of Colorado Fee calculated per engagement letter of 2.5o/o of Committed loan amount of 55,941,489.00 Expenses lnvoice Subtotal L48,s37.23 Other Deposit Received Total due upon receipt. Overdue accounts subject to a service charge of 2% per month. Thank you for your business! Wire lnstructions: EXHIBIT 15 Adam Wimmer < adam.wimmer@paintedskypartners.com > Wednesday, September 26,20L8 4:29 PM DATE FILED: October 2, 2018 3:00 PM Dreyer, Kayla FILING ID: 97567082905BE Fwd: RE: Colfax and Sable LLC Invoice CASE NUMBER: 2018CV33033 From: Sent: To: Subject: Adam D. Wimmer Managing Partner Painted Sky Partners 1225171n Street, Suite 505 Denver, Colorado 80202 D: 720.491 .1 422 M: 81 5.2 1 8.0699 PaintedSkyPartners.corn NOTICE: This e-mail is only intended for the person(s) to whom it is addressed and may contain confidential information. Unless stated to the contrary, any opinions or comments are personal to the writer and do not represent the official view of Painted Sky Partners LLC or any of its afilliates. lf you have received this e-mail in error, please notify us immediately by reply e-mail and then delete this messige from your system. Please do not copy it or use it for any purposes, or disclose its contents to any other person. Thank you for your cooperation. On July 30, 2018 at8:47:25 AM, Don Marcotte (dmarcotte@northstarcp.com)wrote: You work for me and you will meet with Adam and give me a proposal' Period Donold l. Marcotte Director of Development Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, Colorado 80202 303.893.9500 U.S. Main Phone 7 20.240.0623 Direct Line 720.771.2194 Cell 303.893.9505 Fax www.northstarcp.com llontrsrer PenrilErs Commencnr Assistant: Jazzmine Clifton EXHIBIT 16 jclifton@ northstarcp.com Creoting Opportunity. Empowering People. Strengthening Communities. This e-mail neither constitutes an agreement to conduct transactions by electronic means nor creates any legally binding contract or enforceable obligation in the absence of a fully signed written contract. We are not providing investment advice through this email and this email shoutd not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities. Ih,s email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed lf you have received this email in enor please notify the sender immediately and then delete this email. No warranty or representation, express or implied, is made as fo tF,e accuracy of the information contained in this email and is subject to errors, om,ssions, change of pice, rental or other conditions, withdrawal without notice, and to any special listing conditions, imposed by our principals lhts message may contain information that is confidential, subject to copyright or constitutes a trade secret. Any views or opinions presented are solely those of the author and do not necessarily represent those of the company. From: Matt Runyon Sent: Monday, July 30,20L8 8:44 AM To: Don Marcotte ; Adam Wimmer Subject: Re: Colfax and Sable LLC lnvoice will not. I have no ability to influence this more than I have and I have no authority to do anything on either side. Given that I have little to do at this point I see little value in being caught in the middle. If I felt there was something I could do at this point or felt I could add value I would. Per my previous, I Get Outlook for iOS From: Don Marcotte Sent: Monday, July 30, 2018 7:53:14 AM To: Matt Runyon; Adam Wimmer Subiect: RE: Colfax and Sable LLC lnvoice Matt You need to meet with Adam and bring me a proposal of what you think is fair. You introduced me to Adam then Adam made the unbelievable introduction to possibly the worst human being on this planet - Moe. I don't know how Adam was involved with Broadmark. Does Adam even know Brett and Tom at Broadmark ? EXHIBIT 16 you two figure out and present to me what you think is fair for what Adam contributed to the final closing. Thanks Donold l. Morcotte Director of DeveloPment Northstar Commercial Partners 1999 Broadway, Suite 3500 Denver, Colorado 80202 303.893.9500 U.S. Main Phone 7 20.240.0623 Direct Line 720.771.2794 Cell torrxsrrr 303.893.9505 Fax www.northstarcP.com Conmtnorr PrnrtrErs Assistant: Jazzmine Clifton jcl ifton@ northstarcP.com creating opportunity. Empowering People. strengthening communities. any legally binding contract.or This e-mail neither constitutes an agreement to conduct transactrons by electronic means nor creates providing investment aduice through this email enforceable obligation in the absen;e of a fully signed written contract. We are not This email and any files and this emait should not be regaded as an 6tel to sett, or a solicitation of an offer to buy, any secar'ties. are addressed. lf you have transmitted with it are confideniat and intended sotety for the use of the individual or entity to whom they express received this email in error please notify the sender immediately and then delete this email. No wananty or representation, change of price, ir rmptied, is made as to the accuracy of the information contained in this email and is subiect to errors, omissions, pincipals lhis message rental or other conditions, withdrawaiwithout notice, and to any special listing conditions, imposed by our opinions presented are Any views or secret. a trade or consfitufes copyright to subject is that confidential, information contain may company. the those of represent soiely those of the author and do not necessarily EXHIBIT 16 From: Matt Runyon Sent: Friday , July 27,20tr 8 11:17 PM To: Don Ma rcotte ; Ada m Wi m mer Subject: Re: Colfax and Sable LLC lnvoice Guys - I honestly cannot be a part of this conversation. My interests are personal and financial on both sides.I trust we can all amicably settle this to everyone's satisfaction. Things ggt all screwed up by Mo and his behavior over the past few months. I sense we will all end up in a better place if we grab some time this week and put this to bed once and for all. Don - Adam is flush with relationships that can be advantageous for the future. Adam - Don is a fair guy so long as you are fair as well. I think this is a relationship that could bring benefit beyond this ultimately very small transaction. At least that is my hope. Food for thought. Matt Get Outlook for iOS From: Don Marcotte Sent: Friday , July 27 ,2018 5:33:00 PM To: Adam Wimmer Cc: Matt Runyon Subject: Re: Col;fax and Sable LLC lnvoice I can't open on my phone. I didn't know you made the introduction to Broadmark. Best Donald J. Marcotte Director of Development EXHIBIT 16 Northstar Commercial Partners 1999 Broadway, Suite 3500 lDenver, Colorado El--*-- - 80202 303.893.9500 U.S. Main Phone 7 20.240.0623 Direct Line 720.771.2194 Cell 303.893.9505 Fax www.northstarcp.com Assistant: J azzmine Clifton ic lifto n @n o rth starc o. com Creating Oppo rt unity. Empowering People. Strengthening Communities. This e-mail neither constitules qn agreement to conduct tronsactions by electronic means nor creates any legally binding contracl or edorceable obligation in the absence of a fully signed written contract. We are not providing investment advice through this email and this email should not be regarded as an offer to sell, or a solicitation of an offir to buy, any securities. This email and any files transmitted with it are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error please notify the sender immediately and then delete this email. No warranty or representation, express or implied, is made as to the accuracy of the information contained in this email and is subject to errors, omissions, change of price, rental or other conditions, u,ithdratpal without notice, and to any special listing conditions, imposed by our principals This message may contain information that is confidential, subject to copyright or constitutes a trade secret. Any views or opinions presented are solely those of the author and do not necessarily represent those of the company. On Jul 27,2078, x 4:36 PM, Adam Wimmer M: 8 I 5 .2 I 8.0699 PaintedSkvPartners. com : NOTICE: This e-mail is only intended for the person(s) to whom it is addressed and may contain confidential information. Unless stated to the contrary, any opinions or comments are personal to the writer and do not represent the official view of Painted Sky Partners LLC or any of its affiliates. If you have received this e-mail in error, please notifu us immediately by reply e-mail and then delete this message from your System. Please do not copy it or use it for any purposes, of disclose its contents to any other person. Thank you for your cooperation. <20 1 802 I 3 I 52401 030.pdf> EXHIBIT 16 DISTRICT COURT, DENVER COUNTY, STATE OF COLORADO 1437 Bannock Street, Denver, CO 80202 Tel: (720) 865-8614 DATE FILED: October 2, 2018 3:00 PM FILING ID: 97567082905BE CASE NUMBER: 2018CV33033 Plaintiff: PAINTED SKY PARTNERS, LLC v. Defendant: COLFAX AND SABLE, LLC ▲COURT USE ONLY ▲ Case Number: 2018cv33033 Courtroom: 424 [Proposed] Order re Plaintiff’s Motion for Preliminary Injunction THIS MATTER comes before the Court on Plaintiff Painted Sky Partners, LLC’s (“Painted Sky”) Motion for a Preliminary Injunction against Defendants Colfax and Sable, LLC (“Defendant”). The Court has considered the Motion and the briefs, and finds as follows: The facts presented in this matter applied to the factors that are considered in deciding whether to grant a preliminary injunction favor granting the Motion for Preliminary Injunction. IT IS THEREFORE ORDERED that Defendant must deposit into the Court’s registry $415,000.00 pending resolution of the equitable relief sought by Plaintiff. SO ORDERED on this ____ day of ___________________________, 2018. DISTRICT COURT JUDGE 4822-3189-7205.1