Filed 20-Cl-000520 01f21t?2020 David L. Nicholson, Jefferson Circuit Clerk N0. JEFFERSON CIRCUIT COURT BUSINESS COURT JUDGE ELECTRONICALL FILED DR. GERALD G. EDDS, in his capacity as Licensors? Representative to the Royalty Agreement dated November I3, 2029 PLAINTIFF v. VERIFIED COMPLAINT BLUEGRASS BIOEXTRACTS, LLC Serve: Registered Agent Sheriff 93] -A Wing Avenue Owensboro, Kentucky 42303 -and- DTEC VENTURES, LLC Serve via Kentucky Secretary of State: Northwest Registered Agent, LLC 40l Ryland Street, Suite ZOO-A Reno, Nevada 89502 DEFENDANTS Plaintiff Dr. Gerald G. Edds ("Edds? or ?PlaintifF?), in his capacity as trustee for a certain Bluegrass Bioextracts Sellers Post Closing Grantor Trust, Sellers? Representative under the Purchase Agreement, de?ned below, and as the Licensors? Representative as de?ned in the Royalty Agreement, de?ned below, for his Complaint against the Defendants, states as Follows: Filed 01:21:20th David L. Nicholson. Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM (63029?) COM 000001 of 000019 Filed Filed O'lt21l2020 David L. Nicholson. Jefferson Circuit Clerk NATURE OF THE 1. This case presents a clear breach of contract case. Bluegrass BioExtracts, LLC and DTEC Ventures, LLC and together with ?Defendants") have unequivocally failed to honor their obligations under the Purchase Agreement and the Royalty Agreement. In fact, Defendants have never paid one penny due under these agreements executed just two months ago. Instead, DTEC acquired all of the equity interests in BBE From the Members and immediately began to divert assets, including cash and equipment, which is subject to Plaintiff?s perfected security interest. 2. In clear violation of their obligations under the Purchase Agreement, Defendants have shut down operations at and failed to honor contracts with contractors, suppliers or even pay employees all that they are owed. Without operations, Defendants will not have the ability to pay the $69,000,000 that is now due and owing under the Royalty Agreement. 3. Plaintiff has the absolute right to immediate possession of the Collateral and Defendants should be immediately enjoined from the continued use of the Collateral. Therefore, in addition to monetary damages, this action seeks a writ of possession as well as an injunction to protect the current dissipation ofBBE?s assets. PARTIES AND JURISDICTION 4. Plaintiff Edds is an individual that resides in Daviess County, Kentucky. Edds is acting hereunder in each of his agency capacities as the trustee for a certain Bluegrass Bioextracts Sellers Post Closing Grantor Trust, Sellers? Representative under the Purchase Agreement, de?ned below, and as the Licensors? Representative as defined in the Royalty Agreement, de?ned below. Capitalized terms not defined in this section have the same terms as de?ned below. 01l21l2020 David L. Nicholson, Jefferson Circuit Clerk Presiding Judge: HUN. CHARLES L. CUNNINGHAM {630297} COM 000002 of 000019 Filed Filed EO-CI-DUDSZU G1l21i2020 David L. Nicholson. Jefferson Circuit Clark 5. Defendant Bluegrass BioExtracts, LLC, is a limited liability company organized under the laws of Kentucky and has its principal place of business located at 93 l-A Wing Avenue, Owensboro, Kentucky 42303 and whose registered agent for service is Sheriff with an address of 93 -A Wing Avenue, Owensboro, Kentucky 42303. 6. Defendant DTEC Ventures, LLC, is a limited liability company organized under the laws oFNevada and has its principal place of business located at 401 Ryland Street, Suite 200- A, Reno, Nevada 89502 and whose registered agent for service is Northwest Registered Agent, LLC with an address of40l Ryland Street, Suite ZOO-A, Reno, Nevada 39502. 7. Jurisdiction over the Defendants is authorized under KRS 23A.OIO as well as KRS as each conducted business in the Commonwealth and each caused injury to the Plaintiff. 8. Venue is proper in this Court under KRS 452.450 and pursuant to the Royalty Agreement in which the parties consented to venue in Jefferson County, Kentucky. 9. Venue is further proper in this Business Court pursuant to BCR PERTINENT BACKGROUND It). In 2018 Edds and Bruce Peters (the ?Founders") founded BBE. In 2019, BBE opened an industrial hemp processing plant in Owensboro, Kentucky (the The goal of BBE was to create a relationship with Kentucky hemp growers in order to create the highest quality cannabidiol products, including full spectrum oil, isolates and distillates. Unlike many processors who become ?vertically integrated", the Founders intentionally chose to specialize in extraction, therefore, did not grow plant material or create retail products. The Founders, Owensboro natives, wanted to create opportunities for their Iocal farmers that would not have the specialization to process industrial hemp, but had the skills and resources to grow 20-Cl-000520 01l21l2020 David L. Nicholson. Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM [530207) COM 000003 of 000019 Filed Filed 01l21f2020 David L. Nicholson. Jefferson Circuit Clerk hemp. Based on that goal, BBE entered into numerous contracts with local farmers (the ?Grower Contracts"). l. The Founders and other Members (de?ned below) of BBE contributed a significant amount of capital into BBE in order to develop the 60,000 square foot Facility that includes state of the art CBD processing and extraction equipment. However, as the substantial time demand and management obligations grew for BBE, the Founders began to look for assistance in the day- to-day management of BBE. 12. On or about January 2019. Founders entered BBE into a management service agreement (the ?Management Agreement") with Omny Management, LLC a company not registered to do business in Kentucky, run by Joseph W. Gomez with the assistance of Nathan D. Yates 13. Under the terms of the Management Agreement, Omny was to provide significant roles in the management of BBE. including selling, pricing, distributing and marketing products. In addition, Omny was to provide hiring and management of personnel, drafting commercial agreements and representation of at industry events. Signi?cantly, Ornny was supposed to coordinate with industry investors to find additional capital needed by BBE to expand and operate under the plans put forth by the Founders. 14. On or around June 20l9, Gomez and Yates introduced the Founders to DTEC. an entity the Founders believed was owned by Edward Vrab, Todd Owen, Christopher Martin and Leonard Chartraw The Founders were told by Gomez that Leonard was the lead investor and principal of DTEC. Gomez and Yates represented that they had worked with DTEC in the past, DTEC was interested in buying BBE, and ?money was not an option" for DTEC. Gomez did not indicate he had any financial interest in, or side arrangement with, DTEC. Nor 01121t2020 David L. Nicholson, Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. $63029?) of 000019 COM Filed Filed 20431-000520 011'2112020 David L. Nicholson. Jefferson Circuit Clerk did Gomez indicate that he had any potential conflict of interest between his obligations to BEE and his connections to DTEC. 15. Gomez, under the Management Agreement, consulted with DTEC on its purchase of After purportedly negotiating with DTEC, in September 2019, Gomez and Yates presented the Founders with a $75,000,000 all asset purchase agreement for BBE from DTEC. 16. DTEC and the Founders engaged counsel to draft various documents, including the purchase and sale agreement, a promissory note, security agreement and various other documents. The parties? counsel began due diligence review, revising the asset purchase agreement, drafting ancillary documents, preparing a comprehensive closing checklist. 17. On October 31, 2019, DTEC and the Members executed the original Purchase Agreement (the ?Original Purchase Agreement"), attached as Exhibit A, which required DTEC transfer $35,000,000 to the Members upon closing on December 2, 2019. 18. On or around November 7, 2019, DTEC, through Gomez, requested that Edds come to California immediately to meet with DTEC members, including Leonard Chartraw (?Leo?hard?), in order to discuss the transaction. Gomez informed Edds that the meeting was simply routine, but because ofthe upcoming closing, time was ofthe essence. 19. Based on Gomez?s representations, Edds ?ew to California to meet with DTEC on November 3, 2019. In California, Edds met with representatives from DTEC. However, Leonard was not present, and instead, Daniel Chartraw ("DLiel"), Leonard's son was present and primarily negotiated on behalf of DTEC. Both at the meeting and after the closing of the transaction, Daniel represented himself as the managing partner of however, Daniel was not, and is not, listed as a member of DTEC in corporate ?lings with the Nevada secretary of 20-01-000520 0112112020 David L. Nicholson, Jefferson Circuit Clerk Presiding Judge: HON. L. {630292} COM 000005 of 000019 Filed Filed 20-Cl-000520 01l2112020 David L. Nicholson, Jefferson Circuit Clerk state.2 Throughout the meeting, Daniel presented Edds with concerns regarding BBE that Daniel claimed to have discovered in his due diligence for DTEC. Upon information and belief, Daniel?s representations regarding the due diligence were false, but were used to convince Edds that the price of was falling and time was of the essence to close the transaction. Daniel also told Edds that under ?regulatory guidelines," DTEC could not provide any advance money for the purchase of BBE. 20. Edds was then presented an Amended and Restated Purchase and Sale Agreement (?Purchase Agreement?), attached hereto as Exhibit B, as well as a Royalty Agreement (the ?Royalty Agreement," and with the Purchase Agreement the ?Agreements?), attached hereto as Exhibit C. The Agreements were fundamentally different than the Original Purchase Agreement, but Edds was told that this was a take or leave it proposition based on the ?due diligence" and that DTEC would walk from the transaction ifthe new documents were not signed without comment immediately. 21. When Edds returned to Kentucky on or around November 10, 2019, Gomez and Yates informed Edds that based on their knowledge of 3313, Edds should accept offer immediately. Gomez and Yates represented to Edds that DTEC was getting ready to walk from the deal and they were not sure that 3313 could survive without the deal, especially since the 2 It was later discovered that Daniel was indicted on multiple counts for a fraudulent business scheme, which included a scheme to defraud and to obtain money by means of materially false and fraudulent pretenses, representations and promises, and the concealment of material facts, to which he eventually plead guilty to wire fraud and was sentenced to fifty-seven months in jail. United States of America v. Danie! United States District Court for the Eastern District of California, Case No. 12-cr-00l84 [Doc Nos. ll, 36]. On information and belief, Daniel was concealed as a manager, member, officer or affiliate of DTEC or BBE because Daniel would not satisfy the criminal background requirements under 302 KAR to maintain or transfer the certain Processor/Handler License Agreement dated December 5, 20 8 with the Kentucky Department of Agriculture transferred. 01f21l2020 David L. Nicholson. Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM (53020?) CUM 000006 of 000015 Filed Filed 01i21l2020 David L. Nicholson. Jefferson Circuit Clerk Members had already made signi?cant investments in anticipation of the deal. Edds and the other Members relied on Gomez?s representations as a ?duciary of BBE based on the Management Agreement. Edds and the other Members also relied on Yates as he had been advising them on business matters for many months. 22. However, Gomez failed to inform the Members that Gomez was an investor in DTEC, or that DTEC would appoint Gomez and Yates as members of if the acquisition was consummated. See BBE Kentucky Secretary or State Filing, attached as Exhibit D. 23. Based on the advice of' Gomez and Yates, on November 14, 2019, the Founders and owners of BBE agreed to sell BBE to DTEC under the revised terms and agreements, described below. 24. On or around November l4, 2019, Edds, Bruce Peters, David and Rebecca Eggers, Rick and Julie Hobgood, Eric and Abby Edds, Adam and Elizabeth Becker, William and Nancy Harrison, Ed and Cindy Sheriff, Steve and Janella Fulkerson, Jerry and Linda Maggard, and Charles Jr. and Bobbi Mann (all collectively referred to as the ?Members?), on the advice of Gomez and Yates, entered into the revised Purchase Agreement with DTEC and transferred all of the Members? ownership interests in BBE to DTEC. 25. In connection with the Purchase Agreement, and the Members simultaneously entered into the Royalty Agreement. 26. Pursuant to Section 2.3 of'the Royalty Agreement, BBE was to immediately create an escrow account (the ?Escrow Account?) and to deposit in the Escrow Account an amount of twenty-?ve percent of the net income of the prior month?s net income, with the initial payment no later than January IS, 2020. See Royalty Agreement {5 2.3. 01l21l2020 David L. Nicholson, Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM (630297] COM 00000? of 000019I Filed Filed 20-Cl-000520 00202020 David L. Nicholson. Jefferson Circuit Clerk 27. In addition, Section 2.4 of the Royalty Agreement provided minimum mandatory royalty payments into the Escrow Account. The minimum deposits provided that $1,000,000 shall be deposited by January 15, 2020, $33,000,000 shall be deposited into the Escrow Account by March 2, 2020, and $35,000,000 shall be deposited by May 1, 2020 (collectively, the ?My Payments"). See Royalty Agreement 2.4. 28. The Royalty Payments by BBE to the Members are further secured under Section 5 of the Royalty Agreement. Speci?cally, the Royalty Agreement grants the Members a security interest in all of rights, title, and interests in, to and under all assets (the ??Collatcral?), including, but not limited to: i. All agreements, leases, contracts, documents and instruments pertaining to or related to all or any of the ?Real Property? de?ned herein, of any nature whatsoever, whether entered into or assumed by Debtor, including without limitation, all leases of all or any portion of the Real Property to tenants, whether oral or written (collectively, together with all renewals, extensions, substitutions, rati?cations, supplements, amendments and replacements of and for any of the foregoing; ii. All ?xtures and improvements of every nature, whether currently or hereafter constructed or located on or about the real property described more particularly on Exhibit A attached [to the Royalty Agreement] and incorporated herein by reference (?Real Property?) and all other ?Fixtures,? as de?ned in Section 9-102 of the Uniform Commercial Code with respect to the Real Property, including, without limitation, all extensions, additions, and improvements thereto and thereof (collectively, ?Fixtures"); All existing and future ?Accounts" of Debtor, as that term is de?ned in Section 9-102 ofthe UCC, including, without limitation, Debtor?s right to collect all sums now or herca?er owed to Debtor, any and all rents payable to Debtor under the Leases and all accounts receivable of Debtor, in each case regardless of whether new existing, herea?er accruing or arising and whenever and wherever acquired, created or arising, and whether or not evidenced by a note, lease, or other instrument, and including all other monies, sums, and amounts whatsoever owed to Debtor by anyone or arising from whatever source (collectively, ?Accounts?}; 20?01-000520 011212020 David L. Nicholson. Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM {630202) COM 000003 of 000019 Filed 01i21i2020 David L. Nicholson, Jefferson Circuit Clerk iv. All ?Inventory," as that term is de?ned in Section 02 ofthe UCC, all of which is hereinafter collectively referred to as nventory?; v. All of Debtor?s insurance policies covering or pertaining to the Collateral and the proceeds thereunder or therefrom. and the refund of all premiums therefor; vi. All ?Equipment," as that term is de?ned in Section 9-102 of the UCC, located in or on the Real Property or used in connection therewith; vii. All of Debtor?s accounts (including, without limitation, any demand, time, savings passbook or like account maintained with a savings and loan association or like organization), property, documents, checks and drafts (whether or not relative to drafts accepted by Debtor for collection or under Debtor?s responsibility) of any kind belonging to Debtor or in which Debtor may have an interest, whether now in existence or hereafter created, now or hereafter coming into Debtor?s possession in any manner whatsoever, or in a custody account or otherwise, and including any items received for collection or transmission and the proceeds thereof, whether or not any such property is in whole or in part released to Debtor on trust or bailee receipt or other form of security agreement; All General Intangibles, Chattel Paper, Documents and Instruments, as those terms are defined in Section 9-102 of the UCC, to the extent that they relate to any of the foregoing; and ix. All ?Proceeds,? as that term is de?ned in Section 9-]02 of the UCC, of any of the foregoing Collateral, which, for purposes of this Security Agreement, is deemed to include, but shall not be limited to, all rights arising out of the Collateral and the following types of property acquired upon the sale, lease, exchange or other disposition of the Collateral: Accounts, Chattel Paper, Documents, Equipment, Fixtures, General Intangibles, Instruments, and Inventory, as those terms are defined in the UCC, and, including, but not limited to, the proceeds payable under insurance policies covering any or all ofthe Collateral, and products of all of the foregoing, and all substitutions or replacements therefor, and accessions or additions thereto See Royalty Agreement 5.1. All such personal property pledged as collateral under the Royalty Agreement constitutes Collateral (as defined herein). Presiding Judge: HON. CHARLES L. CUNNINGHAM (63020?) Filed 01i21!2020 David L. Nicholson, Jefferson Circuit Ciorlt :000009 of 000019 COM Filccl Filed 20431-000520 01l2?ll2020 David L. Nicholson, Jefferson Circuit Clerk 29. Pursuant to the Royalty Agreement, the Plaintiff, for bene?t of the Members, perfected their security interests in this Collateral through a ?ling statement. A copy of that filing statement is attached hereto as Exhibit E. 30. Under the terms of the Royalty Agreement, the ColIateral was to remain at all times in the Facility. See Royalty Agreement, 9.2. 31. Pursuant to the Purchase Agreement, assets, including cash accounts in excess of $220,000, were transferred to DTEC. 32. Pursuant to the Purchase Agreement Section In consideration for the transfer of all ownership of Company from Sellers [Members] to Buyer Buyer shall assume all debts and obligations of Company. Defaults Under the Agreements 33. Events of Default under the Royalty Agreement have occurred and are continuing, including, without limitation, the Events of Default under Section 2.2, 2.3, 4.2. 4.3, 4.6, 9.1, 9.2, 9.4, 9.10 and 9.13 ofthe Royalty Agreement. Further, DTEC has failed to honor its covenants under the Purchase Agreement, including, without limitation, Section 6.1, 6.2 and 6.3 ofthe Purchase Agreement. 34. has defaulted under its monetary obligations of the Royalty Agreement. By way of example and not limitation, has failed to establish an Escrow Account to deposit the required percentage of its net income. In addition, 8313 did not make its ?rst Royalty Payment of $1,000,000 to the Members due on January 15, 2020. Further, despite obligations to provide the Members visitation and audit rights, has refused to allow Edds to inspect and audit the facility to verify compliance with the Agreements. 10 th?llEDQG David L. Nicholson, Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM {saazsr} COM 000010 of 000019 Filed Filed 20-Cl-000520 01!??2020 David L. Nicholson, Jefferson Circuit Clerk 35. and DTEC failed to honor their non-monetary obligations as soon as DTEC tool-t possession of assets. Indeed, has effectively begun to shutter its operations guaranteeing a breach of almost all covenants under the Agreements. As oFJanuary 3, 2020, the Plaintiff believes that BBE has also Failed to honor its obligations under the Grower Contracts. See Article, Owensboro Messenger-Inquirer, ?Hemp formers my local processor no! ?ib'hl?ng contracts printed January 3, 2020, attached as Exhibit F. As of January 16, 2020, has laid of the majority of its workforce and has ceased operations. Upon information and belief, DTEC is now in the process transferring and selling BBE's Collateral subject to the Plaintiff?s security interest. 36. As of the date of this Veri?ed Complaint, BBE has failed to comply with numerous obligations under the Royalty Agreement, including, without limitation, obligations to: a. pay the Royalty Payments owed under the Royalty Agreement when due and owing including missing a $1,000,000 payment which was fully due and payable on January IS, 2020; b. establish the Escrow Account; c. maintain or preserve the existence operations; d. pay liabilities; e. provide visitation rights to the Members; and f. maintain the assets and collateral of the business. 37. As of the date of this Verified Complaint, DTEC has failed to comply with its obligations under the Purchase Agreement, including, without limitation, obligations under Section 6, Covenants of Buyer, to: ll 20-Ct-000520 01t21t2020 David L. Nichoison, Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM {6302917} COM 000011 Of 000019 Filed Filed 01i2?ll2020 David L. Nicholson, Jefferson Circuit Clerlt a. Cause 8813 to complete the build-out and expansion put forth on Schedule ofthe Purchase Agreement; b. Obtain full releases ofthe personal guaranties of Sellers from equipment leases; and c. Honor all existing contracts and agreements pertaining to the purchase of hemp for the 2019 crop year and comply with the terms therein of each such contract. Plaintiff?s Rights for Immediate Possession and In junctio?der the Agreements 38. Plaintiff, pursuant to Section 14 of the Royalty Agreement, for the benefit of the Members, has the capacity to act as the Members? agent and attorney-in-fact to enforce the Royalty Agreement. See Royalty Agreement, ?14. . 39. The Royalty Agreement gives Plaintiff, on behalf ofthe Members, the immediate right to take possession of the Collateral. See Royalty Agreement, ?l 3. 40. Upon information and belief, the Collateral the value of which is signi?cantly less than the amount of the obligations outstanding under the Royalty Agreement is currently being used, without trained employees, to benefit the Defendants. As a result of such use, the Collateral is rapidly depreciating to the detriment of the Members. Additionally, upon information and belief, Defendants are transferring the Collateral out of the Facility which obstructs Plaintiff?s ability to collect the Collateral. COUNT I - BREACH OF THE PURCHASE AGREEMENT 41. Plaintiff incorporates herein all of the allegations set forth above as if fully restated here. 12 01t21i2020 David L. Nicholson. Jefferson Circuit Clerk Presiding Judge: HUN. CHARLES L. CUNNINGHAM (630291?; COM 000012 of000019 Filed Filed 20-Cl-000520 01l21i2020 David L. Nichoison, Jefferson Circuit Clerk 42. The Plaintiff, in each of its agency capacities, is the agent ofthe Members under the Purchase Agreement, and has the authority to enforce their rights under the Purchase Agreement. 43. DTEC is in default under the Purchase Agreement by failing to honor its covenants under the Purchase Agreement, which include, but are not limited to: honoring obligations, including, on information and belief, honoring the contractual obligations owed to the many farmers who relied on obtain releases for the Sellers on personai guarantees; and maintaining the operations of 44. Plaintiff and the Members have suffered and will continue to suffer damages as a result of the acts. omissions, statements and events described above, and are therefore entitled to compensatory, consequential and punitive damages from Defendants. as well as attorneys? fees, costs, expenses and all other relief as may be appropriate. COUNT II - BREACH OF ROYALTY AGREEMENT 45. Plaintiff incorporates herein all of the allegations set forth above as if fully restated here. 46. The Plaintiff, in each of its agency capacities, is the agent of the Members under the Royalty Agreement. 47. BBE is in default of the Royalty Agreement for failing to satisfy its obligations under the Royalty Agreement, which include, but is not limited to, failure to make Royalty Payments and satisfy other obligations as required under the Royalty Agreement. 43. As of the date of this filing. Defendants owe the sum of no less than $69,000,000 under Section 2.6(a) ofthe Royalty Agreement, together with continuing default interest and fees otherwise payable under the Royalty Agreement. 13 20-Cl-000520 01r?21i2020 David L. Nicholson. Jefferson Circuit Clerk Presiding Judge: HUN. CHARLES L. (630291] COM 000013 of 000019 Filed Filed Oti2'fl20'20 David L. Nicholson. Jefferson Circuit Clerk 49. Plaintiff has suffered and will continue to suffer damages as a result of the acts, omissions, statements and events described above, and are therefore entitled to compensatory, consequential and punitive damages from Defendants, as well as attorneys? fees, costs, expenses and all other relief as may be appropriate. COUNT - ATTACHMENT WRIT OF POSSESSION 50. Plaintiff incorporates herein all of the allegations set forth above as if fully restated here. 51. Due to its rights under the Royalty Agreement with the Defendants, Plaintiff is entitled to possession of the Collateral and has a perfected interest in the Collateral. See Exhibit D. 52. Due to the danger ofthe Collateral being sold, or being greatly diminished in value, great or irreparable injury would result to the Members if issuance of the writ were delayed until the matter could be heard on further notice. 53. Further, the Collateral sought to be attached could be concealed or placed beyond the process of the court or substantially impaired in value if issuance of the order were delayed until the matter could be heard on further notice. 54. Plaintiff is entitled to attachment of the Collateral under KRS 425.30]. 55. Plaintiff is entitled to a Writ of Possession for the Collateral under KRS 425.0] I and KRS 425.076. 56. Plaintiff expressly reserves the right to exercise any of the remedies available to them with respect to the Collateral under the UCC at any time notwithstanding the relief herein requested. l4 Ull21l2020 David L. Nicholson, Jefferson Circuit Clorlt Presiding Judge: HUN. CHARLES L. CUNNINGHAM {630297} COM D00014 of 000MB Filed Filed U1f21i2020 David L. Nicholson, Jefferson Circuit Clerk COUNT IV - INJUNCTIVE RELIEF 57. Plaintiffincorporates herein all ofthe allegations set forth above as if fully restated here. 58. Defendants continue to possess and utilize, or are capable of utilizing and transferring, the Collateral. 59. On any given day the Collateral is capable of being relocated in diverse places throughout the United States. 60. Further, Defendant can liquidate some of the Collateral and transfer the proceeds to another without making any payments to Plaintiff. Defendants have, or should have in place, capabilities to identify, locate, and surrender the Collateral. 62. Plaintiff will suffer irreparable injury for which no adequate remedy at law exists unless Defendants and other persons having knowledge of this injunction are enjoined from continuing to use or sell the Collateral; ordered to advise Plaintiff ofthe location of all of the Collateral; and ordered to surrender the Collateral to Plaintiff. COUNT - UNJUST ENRICHMENT 63. Plaintiff incorporates herein all of the allegations set forth above as if fully restated here. 64. Plaintiff conferred a bene?t upon Defendants when they transferred the assets of BBE, including the cash account in excess of $220,000. 65. Defendants have failed to provide any consideration for these bene?ts and have been unjustly enriched. 66. In connection with the acts and omissions described above, Defendants have been unjustly enriched to the detriment of Members, for which Plaintiff are entitled to relief. 15 O1l21f202? David L. Nicholson, Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. [630297] COM 000015 of 000019 Filed 20-Cl-000520 01t2?li2020 David L. Nicholson. Jefferson Circuit Clerk COUNT VI - ATTORNEYS FEES 67. Plaintiff incorporates herein all ofthe allegations set forth above as if fully restated here. 68. The Defendants owe the attorneys? fees, costs, and expenses incurred, and to be incurred, by the Plaintiff, in each of its agency capacities. in collecting the amounts owed under the Royalty Agreement, andlor in enforcing the Membersi interests in the Royalty Agreement and Purchase Agreement generally, including, but not limited to, the attorneys? fees and expenses incurred in connection with this action and collecting the Collateral. 69. In accordance with KRS 4 the above noted expenses have been, and shall continue to be, incurred by legal professionals andfor service providers who are not salaried employees ofthe Plaintiff. 70. The total amount of attorneys? fees and expenses owed to Plaintiff are currently unknown, and shall be calculated at the appropriate time in accordance with this Court?s preference. WHEREFORE, Plaintiff respectfully requests the following relief from this Court: I. Granting attachment and a Writ of Possession for all Collateral securing Defendants? obligations under the Royalty Agreement; 2. Granting temporary and permanent injunctive relief ordering that the Defendants may not sell or use the Collateral; 3. A judgment in favor of Plaintiff on all claims asserted herein; 4. Fixing the amount due under the Royalty Agreement at no less than $69,000,000 and continuing interest at the default rate of 10% until repaid. 5. An accounting of all records of Defendants. 16 Filed 20-0I-000520 David L. Nicholson, Jefferson Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM [63020]? 000016 of 000019 CUM Filed 20?Cl-000520 01t21i2020 David L. Nicholson. Jaiferson Circuit Clark 6. A judgment disgorging all ill-gotten pro?ts and other gains which the Defendants received from Plaintiffor 7. A judgment that all Defendants be held jointly and severally liable for all damages awarded to Plaintiff; 3. Pre-j and post-judgment interest as allowed by statute or equitable principles; 9. That Plaintiff be awarded all costs, including reasonable attorneys? fees relating to this action; 10. For a trial byjury on all issues so triable; and 1 1. That Plaintiff be awarded all further relief as the Court may deem just and equitable. Respectfully submitted, fs/Aprit' A. Wimbera April A. Wimberg (KBA 953'41) James R. Irving (KBA #96048) BINGHAM GREENEBAUM DOLL LLP 3500 PNC Tower 101 South Fifth Street Louisville. Kentucky 40202 (502) 539-4200 Email: aawimberg@bgdiegal.com jirving@bgdlegal.com COUNSEL OR PLAINTIFF Filed 20-Cl-000520 01321t2020 David L. Nicholson. Jefferson Circuit Clerk Presiding Judge: HDN. CHARLES L. CUNNINGHAM ?63029?) COM 00001? 01'000019 Filer! 01l21l2020 David L. Nicholson, Jefferson Circuit Clerk VERIFICATION I declare that the above statements are true to the best of my knowledge, information and belief, under penalty of petj ury. COMMONWEALTH OF KENTUCKY )ss: COUNTY OF DQO a ass The foregoing instrument was acknowledged before me thjsa iiS da},r of January 2020, by Gerald G. Edds. My commission expires: '7 (2052.5 &dec? WW .7 NOTARY PUBLIC Filed Notary ID a L03 7039\ 201964334 .docx 18 20-01-000520 UliE'liZUEt} David L. Nichoison, Jelforson Circuit Clerk Presiding Judge: HUN. CHARLES L. CUNNINGHAM (63029?) COM {100018 of 0'00019 Filed 01l21l2020 David l?licholsmL Circuit Clerk EXHIBITS EXHIBIT A Original Purchase Agreement EXHIBI Amended and Restated Purchase and Sale Agreement EXHIBIT Royalty Agreement EXHIBIT BBE Kentucky Secretary of State Filing EXHIBIT Filing Statement EXHIBIT Article, Owensborn Messenger-Inquirer, ?Hemp farmers my local processor nur?rl??mg contracts" printed January 3, 2020 Page I of 1 Filed 01212020 David L. Nicholson! Jeffereon Circuit Clerk Presiding Judge: HON. CHARLES L. CUNNINGHAM {5302917} COM (000019 of 000019