Caseyour 9:20-bk-05009 Fill in this information to identify case: Doc 1 Filed 06/29/20 Page 1 of 34 United States Bankruptcy Court for the: ____________________ District of _________________ Middle District of Florida (State) Case number (If known): _________________________ Chapter you are filing under:  ✔    Chapter 7 Chapter 11 Chapter 12 Chapter 13  Check if this is an amended filing Official Form 201 V olunt a ry Pe t it ion for N on-I ndividua ls Filing for Ba nk rupt c y 04/20 If more space is needed, attach a separate sheet to this form. On the top of any additional pages, write the debtor’s name and the case number (if known). For more information, a separate document, Instructions for Bankruptcy Forms for Non-Individuals, is available. 1. Debtor’s name 2. All other names debtor used in the last 8 years Include any assumed names, trade names, and doing business as names The Bay Club of Naples II LLC ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ ______________________________________________________________________________________________________ 3. Debtor’s federal Employer Identification Number (EIN) 47-3831677 ______________________________________ 4. Debtor’s address Principal place of business Mailing address, if different from principal place of business 1001 10TH AVENUE SOUTH., #102 ______________________________________________ Number Street _______________________________________________ Number Street ______________________________________________ _______________________________________________ P.O. Box Naples FL 34102 ______________________________________________ City State ZIP Code Collier County ______________________________________________ County _______________________________________________ City State ZIP Code Location of principal assets, if different from principal place of business 1165 8th Street South _______________________________________________ Number Street _______________________________________________ Naples FL 34102 _______________________________________________ City State ZIP Code 5. Debtor’s website (URL) 6. Type of debtor Official Form 201 ____________________________________________________________________________________________________ ✔ Corporation (including Limited Liability Company (LLC) and Limited Liability Partnership (LLP))   Partnership (excluding LLP)  Other. Specify: __________________________________________________________________ Voluntary Petition for Non-Individuals Filing for Bankruptcy page 1 Case 9:20-bk-05009 Debtor The Bay Club of Naples II LLC _______________________________________________________ Name Describe debtor’s business 7. Doc 1 Filed 06/29/20 Page 2 of 34 Case number (if known)_____________________________________ A. Check one:  Health Care Business (as defined in 11 U.S.C. § 101(27A))  Single Asset Real Estate (as defined in 11 U.S.C. § 101(51B))  Railroad (as defined in 11 U.S.C. § 101(44))  Stockbroker (as defined in 11 U.S.C. § 101(53A))  Commodity Broker (as defined in 11 U.S.C. § 101(6))  Clearing Bank (as defined in 11 U.S.C. § 781(3)) ✔ None of the above  B. Check all that apply:  Tax-exempt entity (as described in 26 U.S.C. § 501)  Investment company, including hedge fund or pooled investment vehicle (as defined in 15 U.S.C. § 80a-3)  Investment advisor (as defined in 15 U.S.C. § 80b-2(a)(11)) C. NAICS (North American Industry Classification System) 4-digit code that best describes debtor. See http://www.naics.com/search/ . _________ Under which chapter of the Bankruptcy Code is the debtor filing? 8. Check one:  Chapter 7  Chapter 9 ✔ Chapter 11. Check all that apply:   The debtor is a small business debtor as defined in 11 U.S.C. § 101(51D), and its aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,725,625. If this sub-box is selected, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return or if any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B). A debtor who is a “small business debtor” must check the first subbox. A debtor as defined in § 1182(1) who elects to proceed under subchapter V of chapter 11 (whether or not the debtor is a “small business debtor”) must check the second sub-box.  The debtor is a debtor as defined in 11 U.S.C. § 1182(1), its aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $7,500,000, and it chooses to proceed under Subchapter V of Chapter 11. If this sub-box is selected, attach the most recent balance sheet, statement of operations, cash-flow statement, and federal income tax return, or if any of these documents do not exist, follow the procedure in 11 U.S.C. § 1116(1)(B).  A plan is being filed with this petition.  Acceptances of the plan were solicited prepetition from one or more classes of creditors, in accordance with 11 U.S.C. § 1126(b).  The debtor is required to file periodic reports (for example, 10K and 10Q) with the Securities and Exchange Commission according to § 13 or 15(d) of the Securities Exchange Act of 1934. File the Attachment to Voluntary Petition for Non-Individuals Filing for Bankruptcy under Chapter 11 (Official Form 201A) with this form.  The debtor is a shell company as defined in the Securities Exchange Act of 1934 Rule 12b-2.  Chapter 12 Were prior bankruptcy cases filed by or against the debtor within the last 8 years? 9.  No  Yes. If more than 2 cases, attach a separate list. 10. Are any bankruptcy cases pending or being filed by a business partner or an affiliate of the debtor? List all cases. If more than 1, attach a separate list. Official Form 201 United States Bankruptcy Court 07/26/2019 for the Middle District 9:19-bk-07038-FMD of Florida District _______________________ When _______________ Case number _________________________ MM / DD / YYYY United States Bankruptcy Court for the Middle District 9:19-bk-10117-FMD of Florida 10/24/2019 District _______________________ When _______________ Case number _________________________ MM / DD / YYYY  No  Yes. The Bay Club of Naples LLC Affiliate Debtor _____________________________________________ Relationship _________________________ United States Bankruptcy Court for the Middle District _____________________________________________ When District 06/29/2020 of Florida __________________ MM / DD / YYYY Case number, if known ________________________________ Voluntary Petition for Non-Individuals Filing for Bankruptcy page 2 Case 9:20-bk-05009 Debtor 11. Doc 1 Filed 06/29/20 The Bay Club of Naples II LLC _______________________________________________________ Case number (if known)_____________________________________ Name Why is the case filed in this district? Page 3 of 34 Check all that apply:  Debtor has had its domicile, principal place of business, or principal assets in this district for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other district.  A bankruptcy case concerning debtor’s affiliate, general partner, or partnership is pending in this district. 12. Does the debtor own or have possession of any real property or personal property that needs immediate attention? ✔ No   Yes. Answer below for each property that needs immediate attention. Attach additional sheets if needed. Why does the property need immediate attention? (Check all that apply.)  It poses or is alleged to pose a threat of imminent and identifiable hazard to public health or safety. What is the hazard? _____________________________________________________________________  It needs to be physically secured or protected from the weather.  It includes perishable goods or assets that could quickly deteriorate or lose value without attention (for example, livestock, seasonal goods, meat, dairy, produce, or securities-related assets or other options).  Other _______________________________________________________________________________ Where is the property?_____________________________________________________________________ Number Street ____________________________________________________________________ _______________________________________ City _______ State ________________ ZIP Code Is the property insured?   No Yes. Insurance agency ____________________________________________________________________ Contact name ____________________________________________________________________ Phone ________________________________ St a t ist ic a l a nd a dm inist ra t ive informa t ion 13. Debtor’s estimation of available funds Check one:  Funds will be available for distribution to unsecured creditors.  After any administrative expenses are paid, no funds will be available for distribution to unsecured creditors. ✔  1-49  50-99  100-199  200-999  1,000-5,000  5,001-10,000  10,001-25,000  25,001-50,000  50,001-100,000  More than 100,000  $0-$50,000  $50,001-$100,000  $100,001-$500,000  $500,001-$1 million  $1,000,001-$10 million  $10,000,001-$50 million  $50,000,001-$100 million  $100,000,001-$500 million  $500,000,001-$1 billion  $1,000,000,001-$10 billion  $10,000,000,001-$50 billion  More than $50 billion ✔ 14. Estimated number of creditors 15. Estimated assets Official Form 201 ✔ Voluntary Petition for Non-Individuals Filing for Bankruptcy page 3 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 4 of 34 Th LL Debtor Case number (tilt-?own) Name CI El miliion biilion 16' ESt'mated "ab'm'es $10,000,001?s50 million El billion [3 Ct $50,000,001?3100 million Ct billion million million More than $50 billion Request for Relief, Declaration, and Signatures WARNING Bankruptcy fraud is a serious crime. Making a faise statement in connection with a bankruptcy case can result in ?nes up to $500,000 or imprisonment for up to 20 years. or both. 18 U.S.C. 152. 1341, 1519. and 3571. 17- Declaration and signature of The debtor requests relief in accordance with the chapter of title 11, United States Code, speci?ed in this authorized representative of .. petition. debtor I have been authorized to ?le this petition on behalf of the debtor. I have examined the information in this petition and have a reasonable belief that the information is true and correct. 1 declare under penalty of perjury that the foregoing is true and correct. Executed on 06/29/2020 MM t' DD x/s/ 1% Signature of agihorized representative of debtor Printed name Title L??l?ltj'tvLS 92%? 13. Signature of attorney Scott Underwood Date (36/29/2020 Signature of attorney for debtor MM .100 Scott Underwood Printed name Underwood Murray, P.A. Firm name 100 North Tampa St 2325 Number Street Tampa FL 33602 City State ZIP Code 8135408402 sunderwood?underwoodmurraycom Contact phone Email address 0730041 FL Bar number State Of?cial Form 201 Voluntary Petition for Non-individuals Filing for Bankruptcy page 4 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 5 of 34 Fill in this information to identify the case: The Bay Club of Naples II LLC Debtor name __________________________________________________________________ Middle District of Florida United States Bankruptcy Court for the:_______________________________ Case number (If known):  Check if this is an amended filing _________________________ Official Form 204 Cha pt e r 1 1 or Cha pt e r 9 Ca se s: List of Cre dit ors Who H a ve t he 2 0 La rge st U nse c ure d Cla im s a nd Are N ot I nside rs 12/15 A list of creditors holding the 20 largest unsecured claims must be filed in a Chapter 11 or Chapter 9 case. Include claims which the debtor disputes. Do not include claims by any person or entity who is an insider, as defined in 11 U.S.C. § 101(31). Also, do not include claims by secured creditors, unless the unsecured claim resulting from inadequate collateral value places the creditor among the holders of the 20 largest unsecured claims. Name of creditor and complete mailing address, including zip code Name, telephone number, and email address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 1 2 3 4 5 6 7 8 Louro Capital Lending/Steve Louro 2 Hunters Way Saint James, NY, 11780 Disputed Gulfshore Management Services, Inc./FM 2631 Palmer Court Naples, FL, 34113 Disputed Genovese Joblove & Battista, P.A. 100 Southeast Second Street 44th Floor Miami, FL, 33131 Unliquidated Unsecured claim 4,100,000.00 1,400,000.00 86,410.34 Kapila Mukamal 1000 South Federal Highway Fort Lauderdale, FL, 33316 skapila@kapilamukamal.com Shumaker, Loop & Kendrick, LLP 240 South Pineapple Ave. 10th Floor Sarasota, FL, 34230-6948 mhildreth@shumaker.com Gray Robinson PO Box 3068 Orlando, FL, 32802 Deduction for value of collateral or setoff Unliquidated 59,482.56 Unliquidated 50,478.47 Unliquidated 47,977.00 Dow Jones/Wall St. Journal PO Box 4137 New York, NY, 10261-4137 32,294.73 Robb Report PO Box 376 Newburyport, MA, 01950 24,500.00 Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims page 1 Case 9:20-bk-05009 Debtor Doc 1 Filed 06/29/20 The Bay Club of Naples II LLC _______________________________________________________ Name Name of creditor and complete mailing address, including zip code Name, telephone number, and email address of creditor contact Nature of the claim (for example, trade debts, bank loans, professional services, and government contracts) Page 6 of 34 Case number (if known)_____________________________________ Indicate if claim is contingent, unliquidated, or disputed Amount of unsecured claim If the claim is fully unsecured, fill in only unsecured claim amount. If claim is partially secured, fill in total claim amount and deduction for value of collateral or setoff to calculate unsecured claim. Total claim, if partially secured 9 Deduction for value of collateral or setoff Solimini Enterprise, Inc 153 Dwelley St. Pembroke, MA, 02359 Unsecured claim 14,400.00 Bogza Inc. 10 4145 SW Watson Ave. #460 Beaverton, OR, 97005 12,500.00 Johnson, Pope, Bokor, Ruppel & Burns, 11 LLP 911 Chestnut St. Clearwater, FL, 33756 6,961.18 Stoft Cooney Architects 12 633 9th Street North Suite 300 Naples, FL, 34102 6,498.81 Williams Scotsman 13 901 S. Broad St. Suite 600 Baltimore, MD, 21231-3357 4,323.84 City of Naples-Utility Billing Div. 14 735 8th Street South Naples, FL, 34102 2,148.79 Coleman, Yovanovich & Koester, P.A. 15 4001 Tamiami Trail North Unliquidated Suite 300 Naples, FL, 34103-3556 2,139.10 Ardent Insurance 16 1004 Collier Center Way Suite 203 Naples, FL, 34110 1,349.00 JW Craft, Inc. 17 329 Enterprise Ave. Naples, FL, 34104-4797 1,039.69 JF Holes CPA, Inc. 18 2500 Tamiami Trail North Suite 214 Naples, FL, 34103 900.00 U.S. Department of the Treasury 19 PO Box 979101 St. Louis, MO, 63197-9000 845.08 Comcast Business 20 141 NW 156h St. Pompano Beacvh, FL, 33060-5250 Official Form 204 Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims 583.61 page 2 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 7 of 34 Debtor Name The Bay Club of Naples LLC United States Bankruptcy Court for the: Middle DiStrECt Of Florida Case number (ll known): Official Form 202 Declaration Under Penalty of Perjury for Non-Individual Debtors 12115- An individual who is authorized to act on behalf of a non-individual debtor, such as a corporation or partnership, must sign and submit this form for the schedules of assets and liabilities, any other document that requires a declaration that is not included in the document, and any amendments of those documents. This form must state the individual?s position or relationship to the debtor, the identity of the document, and the date. Bankruptcy Rules 1008 and 9011. WARNING - Bankruptcy fraud is a serious crime. Making a false statement, concealing property, or obtaining money or property by fraud in connection with a bankruptcy case can result in ?nes up to $500,000 or imprisonment for up to 20 years, or both. 18 U.S.C. 152, 1341, 1519, and 3571. 5 Declaration and signature I am the president, another of?cer, or an authorized agent of the corporation; 3 member or an authorized agent of the partnership; or another individual sewing as a representative of the debtor in this case, I have examined the information in the documents checked below and have a reasonable betief that the information is true and correct: Schedule Assets?Real and Personal Property (Of?cial Form 206MB) Schedule D: Creditors Who Have Claims Secured by Property (Of?cial Form 2080) Schedule Creditors Who Have Unsecured Claims (Of?cial Form Schedule G: Executory Contracts and Unexpired Leases (Of?cial Form 206(3) Schedule H: Codebt?ors (Of?cial Form 206M) Summary of Assets and Liabilities for Non?lndividuals (Of?cial Form 2068um) Amended Schedule Chapter 11 or Chapter 9 Cases: List of Creditors Who Have the 20 Largest Unsecured Claims and Are Not lnsiders (Official Form 204) 030080 Other document that requires a declaration I declare under penalty of perjury that the foregoing is true and correct. Exemd on {36/29/2020 ?3 MM i DD Signature of: dividuai signing on behalf of debtor Printed n'ame 0(er Gift/D Position oi relatioriship to debtor Of?cial Form 202 Declaration Under Penalty of Perjury for Non?individual Debtors Case 9:20-bk-05009 ACRES Capital, LLC/Guy R. Milone, Jr. 865 Merrick Ave. Suite 200S Westbury, NY 11590 Alice R. Huneycutt, Esq. 401 E. Jackson St. Suite 2100 Tampa, FL 33602 Ardent Insurance 1004 Collier Center Way Suite 203 Naples, FL 34110 Bogza Inc. 4145 SW Watson Ave. Beaverton, OR 97005 City of Naples-Utility Billing Div. 735 8th Street South Naples, FL 34102 Coleman, Yovanovich & Koester, P.A. 4001 Tamiami Trail North Suite 300 Naples, FL 34103-3556 Collier County Tax Collector-Utility Billing 3291 East Tamiami Trail Naples, FL 34112-5758 Comcast Business 141 NW 156h St. Pompano Beacvh, FL 33060-5250 Dow Jones/Wall St. Journal PO Box 4137 New York, NY 10261-4137 Drew M. Dillworth, Esq. 150 W. Flagler St. Suite 2200 Miami, FL 33130-1545 Genovese Joblove & Battista, P.A. 100 Southeast Second Street 44th Floor Miami, FL 33131 Doc 1 Filed 06/29/20 Page 8 of 34 Gray Robinson PO Box 3068 Orlando, FL 32802 Gulfshore Management Services, Inc./FM 2631 Palmer Court Naples, FL 34113 Internal Revenue Service PO Box 7346 Philadelphia, PA 19101-7346 Internal Revenue Service/Central Insolvency O PO Box 7346 Philadelphia, PA 19101-7346 JF Holes CPA, Inc. 2500 Tamiami Trail North Suite 214 Naples, FL 34103 Johnson, Pope, Bokor, Ruppel & Burns, LLP 911 Chestnut St. Clearwater, FL 33756 JW Craft, Inc. 329 Enterprise Ave. Naples, FL 34104-4797 Kapila Mukamal 1000 South Federal Highway Fort Lauderdale, FL 33316 Louro Capital Lending/Steve Louro 2 Hunters Way Saint James, NY 11780 Mark Hildreth, Esq. 240 S. Pineapple Ave. 10th Floor Sarasota, FL 34236 Old Cove Condominium of Naples 900 Broad Ave. S. Naples, FL 34102 Pinnacle Asset Trust LLC 1001 Tenth Avenue South Suite 102 Naples FL 34102 Case 9:20-bk-05009 RGA Design Forensics 600 South Magnolia Ave. Suite 375 Tampa, FL 33606 Robb Report PO Box 376 Newburyport, MA 01950 Shumaker, Loop & Kendrick, LLP 240 South Pineapple Ave. 10th Floor Sarasota, FL 34230-6948 Solimini Enterprise, Inc 153 Dwelley St. Pembroke, MA 02359 Stoft Cooney Architects 633 9th Street North Suite 300 Naples, FL 34102 U.S. Department of the Treasury PO Box 979101 St. Louis, MO 63197-9000 Williams Scotsman 901 S. Broad St. Suite 600 Baltimore, MD 21231-3357 Doc 1 Filed 06/29/20 Page 9 of 34 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 10 of 34 United States Bankruptcy Court Middle District of Florida The Bay Club of Naples LLC In re: Case No. Chapter 1 1 Debtor(s) Verification of Creditor Matrix The above-named Debtor(s) hereby verify that the attached list of creditors is true and correct to the best of their knowledge. Date; 06/29/2020 fs/ Jl/ Signature 0? Individual signing on behalf of debtor Whale/vb Position orJreletionship to debtor Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 11 of 34 United States Bankruptcy Court IN RE: Case No.__________________ The Bay Club of Naples II LLC 11 __________________________________________________________ Chapter __________________ LIST OF EQUITY SECURITY HOLDERS Registered name and last known address of security holder Pinnacle Asset Trust LLC 1001 Tenth Avenue South Suite 102, Naples, FL 34102 Shares (Or Percentage) 100 Security Class (or kind of interest) Other (Sole Member) Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 12 of 34 UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA FORT MYERS DIVISION In re: Chapter 11 THE BAY CLUB OF NAPLES II, LLC Case No.: Debtor. / CORPORATE OWNERSHIP STATEMENT Pursuant to Federal Rule of Bankruptcy Procedure 7007.1 and to enable the Judges to evaluate possible disqualification or recusal, the undersigned counsel for The Bay Club at Naples II, LLC in the above captioned action, certifies that the following is a (are) corporation(s). other than the debtor or a governmental unit, that directly or indirectly owns 10% or more of any class of the corporation’s equity interests: Pinnacle Asset Trust, LLC 1001 Tenth Ave. S., #102 Naples, FL 34102 The ROHAR Trust, dated July 12, 2011 member of Pinnacle Asset Trust, LLC c/o Harry Zea as trustee 1001 Tenth Ave. S., #102 Naples, FL 34102 Respectfully submitted June 29, 2020 Respectfully submitted, /s/ Scott A. Underwood Scott A. Underwood Florida Bar Number 0730041 Megan W. Murray Florida Bar Number 0093922 Adam M. Gilbert Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 13 of 34 Florida Bar Number 1011637 UNDERWOOD MURRAY PA 100 N Tampa St. Suite 2325 Tampa, FL 33602 Tel: (813) 540-8401 Email: sunderwood@underwoodmurray.com mmurray@underwoodmurray.com agilbert@underwoodmurray.com Proposed Counsel for the Debtor 2 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 14 of 34 BAY CLUB OF NAPLES ll. LLC UNANIMOUS WRITTEN CONSENT The undersigned Pinnacle Project Management, l. LC ("Pinnacle Management") as the Manager for Bay Club of Naples ll. LLC (?Bay Club or "Company"). and Harry Zea, the authorized manager of Pinnacle Asset Trust. LLC (?Pinnacle Asset?). the sole member for Bay Club and Harry Zea as Trustee of the Rohar Trust 07.51211 1. a member of Pinnacle Asset, Myles Alpert as a member of Pinnacle Asset. and Jim Howard of GlassRatner Advisory Capital Group LLC serving as chief restructuring officer do hereby waive all formal requirements. including the necessity of holding a formal or informal meeting. and any requirements for notice. and does hereby consent in writing, notwithstanding any other agreement or understanding (written or verbal) to the contrary. to the adoption of the following Resolutions and taking of the following actions under Florida Statute Section 605.04073 in lieu of a meeting of the Company: BE IT RESOLVED that the undersigned. hereby adopts these Resolutions. notwithstanding any term(s) or provision(s) (the "Other Provisions") of any agreement(s) or understanding(s) to the contrary to which the Company is a party. whether written or verbal (?Other Agreements"). and to the extent there are any such Other Provisions or Other Agreements. hereby directs that these Resolutions shall hereby control. supersede and replace such Other Provisions. and any such Other Agreements are hereby modi?ed to re?ect the terms and provisions set forth in these Resolutions. Notwithstanding for foregoing. the undersigned have examined that certain settlement agreement dated June 26. 2020 and that certain settlement agreement dated May 17. 2019 and have determined that these Resolutions are consistent with both settlement agreements because the current manager for Bay Club II has resigned voluntarily without any in?uence from the Company. the Company?s member Pinnacle Asset, or Pinnacle Asset?s members: and BF. IT FURTHER RESOLVED that the undersigned. on behalf of the Company. authorizes and empowers Harry Zea (the ?Authorized Of?cer?). to retain on behalf of the Company the CRO to serve as chief restructuring officer to render frnancial services and to represent the Company in restructuring: and BE IT FURTHER RESOLVED. that the Manager is hereby authorized. empowered and directed to do all things and to take all actions which such o?iccr may deem necessary or advisable to accomplish the purposes and intent of the foregoing resolutions: and BE IT FURTHER RESOL ED that the foregoing Resolutions shall be effective as of 2020. IN WITNESS WI the undersigned has hereunto set his hand and seal for the purposes herein expressed. PINNACLE PROJECT MANAGEMENT, LLC By Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Its Manager PINNACLE ASSET TRUST, LLC By Its Manager Harry Zea as Trustee of the Rohar Trust 07:12:"! I By PM sset Trust, LLC Member Myles Alpert By Piunacle Asset Trust. LLC Member Page 15 of 34 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Its President PINNACLE ASSET TRUST, LLC By Its Manager Harry Zea as Trustee of the Rohar Trust u/a/d/ 07/ 2/ 1 By Pinnacle Asset Trust, LLC Member Myles Alpert By law? i Pinnacle Asset Trust, LLC Member Page 16 of 34 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 17 of 34 BAY CLUB OF NAPLES II, LLC UNANIMOUS WRITTEN CONSENT The undersigned Pinnacle Project Management, Inc. (?Pinnacle Management?) as the Manager for Bay Club of Naples II, LLC (?Bay Club or ?Company?), and Harry Zea, the authorized manager of Pinnacle Asset Trust, LLC (?Pinnacle Asset?), the sole member for Bay Club, and Harry Zea as Trustee of the Rohar Trust u/a/d/ 07/12/11, a member of Pinnacle Asset, Myles Alpert as a member of Pinnacle Asset, and Jim Howard of GlassRatner Advisory Capital Group LLC serving as chief restructuring of?cer do hereby waive all formal requirements, including the necessity of holding a formal or informal meeting, and any requirements for notice, and does hereby consent in writing, notwithstanding any other agreement or understanding (written or verbal) to the contrary, to the adoption of the following Resolutions and taking of the following actions under Florida Statute Section 605.04073 in lieu of a meeting of the Company: BE IT RESOLVED that the undersigned, hereby adopts these Resolutions, notwithstanding any term(s) or provisi0n(s) (the ?Other Provisions?) of any agreement(s) or understanding(s) to the contrary to which the Company is a party, whether written or verbal (?Other Agreements?), and to the extent there are any such Other Provisions or Other Agreements, hereby directs that these Resolutions shall hereby control, supersede and replace such Other Provisions, and any such Other Agreements are hereby modi?ed to re?ect the terms and provisions set forth in these Resolutions. Notwithstanding for foregoing, the undersigned have examined that certain settlement agreement dated June26,2020 and that certain settlement agreement dated May 17, 2019 and have determined that these Resolutions are consistent with both settlement agreements because the current manager for Bay Club II has resigned voluntarily without any in?uence from the Company, the Company?s member Pinnacle Asset, or Pinnacle Asset?s members; and BE IT FURTHER RESOLVED that the undersigned, on behalf of the Company, authorizes and empowers Harry Zea and the CRO (the ?Authorized Of?cers?), to ?le a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida on behalf of the Company, which ?ling be and the same is hereby approved (the "Chapter 11 Proceedings"); and BE IT FURTHER RESOLVED that the Authorized Officers, is hereby authorized and directed, in the name of the Company and on its behalf, to seek such orders from the Bankruptcy Court, including without limitation, orders regarding the operation of the business and the ?nancing thereof, as he may deem necessary or advisable during the pendency of the Chapter 11 Proceedings, including taking any and all action necessary to comply with the duties and obligations of the Company under and related to the Bankruptcy Code, and in connection therewith, to execute and ?le with the Bankruptcy Court such motions, applications, pleadings, certi?cations, affidavits or other materials, including a disclosure statement and plan of reorganization, as the Authorized Of?cers may deem necessary or advisable and to retain all assistance from legal counsel, accountants, consultants and other professionals, and to take any and all actions, as he deems necessary or advisable with respect to the Chapter 11 Proceedings; and Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 18 of 34 BE IT FURTHER RESOLVED that the Company, through its Authorized Of?cers, are: authorized to retain on behalf of the Company the law firm of Underwood Murray, PA. as general bankruptcy counsel to render legal services to and to represent the Company in connection with the Chapter 11 Proceedings and any other matters in connection therewith, including without limitation, in the preparation and prosecution of the Chapter 11 Proceedings and all proceedings related thereto; and (ii) to retain on behalf of the Company such other professionals that the Authorized Of?cers deem necessary or advisable to represent or assist the Company as is necessary in connection with the Chapter 11 Proceedings; and BE IT FURTHER RESOLVED that the Company consents to Harry Zea personally funding certain expenses of the Bankruptcy Case. The Company understands that Mr. Zea may make a request, to the extent he advances such funds after the implementation of the Bankruptcy Case that he be permitted an administrative claim in the Bankruptcy Case, junior and subordinate to other administrative claimants and the senior most secured creditor. The Company further consents to the payment by Harry Zea, personally, prior to any bankruptcy ?ling, of any advance payment deposits or retainers required by professionals in connection with the Chapter 11 Proceedings, as well as any guaranty of such professionals? fees and expenses by Harry Zea, personally; and BE IT FURTHER RESOLVED, that the Manager is hereby authorized, empowered and directed to do all things and to take all actions which such of?cer may deem necessary or advisable to accomplish the purposes and intent of the foregoing resolutions; and BE IT FURTHER RESOLVED that the foregoing Resolutions shall be effective as of 2020. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal for the purposes herein expressed. PINNACLE PROJECT MANAGEMENT, INC. By Its President PINNACLE ASSET TRUST, LLC By Its Manager Harry Zea as Trustee of the Rohar Trust u/a/d/ 07/12/11 By Pinnacle Asset Trust, LLC Member Myles Alpert Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 19 of 34 BF. IT FURTHER RESOLVED that the Company. through its Authorized O?icers. are: authorized to retain on behalf of the Company the law firm of Underwood Murray. P.A. as general bankruptcy counsel to render legal services to and to represent the Company in connection with the Chapter 11 Proceedings and any other matters in connection therewith. including without limitation, in the preparation and prosecution of the haptcr Proceedings and all proceedings related thereto: and (ii) to retain on behalf of the Company such other professionals that the Authorized Of?cers deem necessary or advisable to represent or assist the Company as is necessary in connection with the Chapter I 1 Proceedings: and BF, FURTHER RESOLVED that the Company consents to Harry Zea personally funding certain expenses of the Bankruptcy Case. The Company understands that Mr. Zea may make a request. to the extent he advances such funds after the implementation of the Bankruptcy Case that he be permitted an administrative claim in the Bankruptcy Case. junior and subordinate to other administrative claimaan and the senior most secured creditor. The Company further consents to the payment by Harry Zea. personally. prior to any bankruptcy tiling. of any advance payment deposits or retainers required by professionals in connection with the Chapter 11 Proceedings, as well as any guaranty of such professionals fees and expenses by Harry Zea. personally: and BE lT FURTHER RESOLVED, that the Manager is hereby authorized. empowered and directed to do all things and to take all actions which such officer may deem necessary or advisable to accomplish the purposes and intent of the foregoing resolutions; and BE IT FURTHER RESOLVED that the foregoing Resolutions shall be effective as of 2020. IN WITNESS WHEREOF. the undersigned has hereunto set his hand and seal for the purposes herein expressed. PINNACLE PROJECT MANAGEMENT, LLC By Its Mrariager PINNACLE ASSET TRUST, LLC Bv Manager Harry Zea as Trustee of the Rohar Trust ul?al?d? I By Pinna Asset 'l'rust. LLC Member I.) Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Myles Alpert By my: 62/ Pinnacle Asset Trust, LLC Member CHIEF RESTRUCTURING OFFICER Jim Howard ofGlassRatncr Advisory Capital Group LLC By Page 20 of 34 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 By Pinnacle Asset Trust, LLC Member 3 CHIEF RESTRUCTURING OFFICER Jim Howard of GlassRatner Advisory Capital Group LLC By @3231 Page 21 of 34 Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 22 of 34 SECOND AMENDMENT TO OPERATING AGREEMENT OF THE BAY CLUB OF NAPLES II LLC A FLORIDA LIMITED LIABILITY COMPANY This Second Amendment to Operating Agreement (?Second Amendment") of The Bay Club of Naples II a Florida limited liability company (the is made and entered into effective the 27th day of June. 2020 (the ?Effective Date") by its sole member, Pinnacle Asset Trust. LLC. RECITALS A. The Company was formed pursuant to Articles of Organization ?led with the Florida Secretary of State on Behalf of the Company on June 2. 2016. B. The sole member. Pinnacle Asset Trust. LLC (the entered into an Operating Agreement effective June 23. 2015 (.Agreement") by which the Company is govemed C. The Company is a party to a Settlement Agreement dated on or about May 17. 2019 among the Company. ACRES Capital, l.l.C. The Bay Club of Naples LLC, Harry Zea, individually and as Trustee, Myles Alpert. Pinnacle Asset Trust LLC. and Pinnacle Project Management, LLC (the "Settlement Agreement"). D. As part of the Settlement Agreement. the Agreement was amended (the ?First Amendment?) to provide that Soneet Kapila shall serve as the manager of the Company. The First Amendment does not address the appointment of a manager of the Company in the event of Soneet Kapila?s resignation as manager of the Company. F.. Soneet Kapila has resigned from his position as manager of the Company effective the 26th day of June 2020. F. In light of Mr. Kapila's resignation as manager of the Company. the Member of the Company must appoint a successor manager to manage the affairs of the Company. In consideration of the foregoing recitals which are hereby incorporated as a part of this Second Amendment, the covenants and agreements contained herein. and other good and valuable consideration. the receipt and sulliciency of which are hereby acknowledged. the Member hereby amends the Agreement as follows: I. In the event the current manager of the Company resigns. the Members of the Company may appoint a new manager for the Company upon the effective date of the current manager?s resignation. 2. Except as provided in the Second Amendment. the Agreement has not been amended, modi?ed or rescinded. and shall otherwise remain in full force and effect. ON THE Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 23 of 34 IN WITNESS WHEREOF, the undersigned sole Member has executed this Second Amendment as of the date first above written Pinnacle Asset Trust, LLC, Member By: 0/ Myles Alpert, Authorized Member By: Harry Zea, as Trustee of the Rohar Trust u/a/d 7/ 12/ l, Authorized Member Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 24 of 34 IN WITNESS WHEREOF. the undersigned sole Member has executed this Second Amendment as of the date ?rst above written Pinnacle Asset Trust, Member By: Myles Alpert. Authorized Member Harry Zea, as rustce of the Rohar Trust 2-1 I. Authorized Member Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 25 of 34 PINNACLE ASSET TRUST. LLC UNANIMOUS WRITTEN CONSENT The undersigned Harry Zea, the authorized manager (?Manager") of Pinnacle Asset rust, LLC (?Pinnacle Asset" or the ?Company"). and as Trustee of the Rohar Trust quI? 07/12/11, a member of the Company. and Myles Alpert as a member of the Company do hereby waive all formal requirements, including the necessity of holding a formal or informal meeting. and any requirements for notice. and does hereby consent in writing. notwithstanding any other agreement or understanding (written or verbal) to the contrary. to the adoption of the following Resolutions and taking of the following actions under Florida Statute Section 605.04073 in lieu of a meeting of the Company: BE IT RESOLVED that the undersigned, hereby adopts these Resolutions, notwithstanding any term(s) or provision(s) (the "Other Provisions") of any agreement(s) or understanding(s) to the contrary to which the Company is a party. whether written or verbal (?Other Agreements?), and to the extent there are any such Other Provisions or Other Agreements. hereby directs that these Resolutions shall hereby control, supersede and replace such Other Provisions. and any such Other Agreements are hereby modified to re?ect the terms and provisions set forth in these Resolutions. Notwithstanding for foregoing. the undersigned have examined that certain settlement agreement dated June 26. 2020 and that certain settlement agreement dated May 17, 2019, and have determined that these Resolutions are consistent with both settlement agreemean because the current manager for Bay Club of Naples. LLC (?Bay Club") and Bay Club of Naples ll. LLC ("Bay Club and together with Bay Club referred to as the "Bay Club Companies") has resigned voluntarily without any in?uence from the Company, its manager. or its members; and BE IT FURTHER RESOLVED that the undersigned. on behalf of the Company, authorizes and empowers Pinnacle Project Management. LLC (the "Bay Club Companies Manager?) to serve as the manager consistent with Florida Statute Chapter 605 for Bay Club and Bay Club 11. BE IT FURTHER RESOLVED. that the Bay Club Companies Manager is hereby authorized, empowered and directed to do all things and to take all actions which such of?cer may deem necessary or advisable to accomplish the purposes and intent of the foregoing resolutions. including but not limited to engaging professionals and appointing o?icers to effectuate and advance a Chapter I 1 bankruptcy case for The Bay Club LLC and The Bay Club ll and BE IT FURTHER RESOLVED, that any and all actions previously taken by any director, member. manager. o?iccr. employee or agent of the Company regarding or related to the subject matter of any and all of the foregoing resolutions are hereby ratified. continued and approved in all respects; and BE IT FURTHER RESOLVED that the foregoing Resolutions shall be effective as of 2020. Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 26 of 34 IN WITNESS the undersigned has hereunto set his hand and seal for the purposes herein expressed. PINNACLE ASSET TRUST, LLC By Its Manager Harry Zea as Trustee of the Rohar Trust maid! 07512511 By Pin? Ie Asset 'lrust. LLC Member Myles Alpen By Pinnacle Asset Trust. LLC Mentber Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 27 of 34 IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal for the purposes herein expressed. PINNACLE ASSET TRUST, LLC By Its Manager Harry Zea as Trustee of the Rohar Trust u/a/d/ 07/ 2/ I By Pinnacle Asset Trust, LLC Member Myles Alpert By [fl/mm 6/ Pinnacle Asset Trust, LLC Member Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 28 of 34 PINNACLE PROJECT MANAGEMENT, INC. UNANIMOUS WRITTEN CONSENT The undersigned Pinnacle Asset Trust, LLC (?Pinnacle Asset?) as the sole member for Bay Club of Naples, LLC (?Bay Club?) and Bay Club of Naples II, LLC (?Bay Club and together with Bay Club referred to as the ?Bay Club Companies?) and Pinnacle Project Management, Inc. (?Company?), and Harry Zea, as the president (?President?) of Company, as sole shareholder, and as Trustee of the Rohar Trust u/a/d 07/12/11, a member of Pinnacle Asset, and Myles Alpert as a member of Pinnacle Asset do hereby waive all formal requirements, including the necessity of holding a formal or informal meeting, and any requirements for notice, and does hereby consent in writing, notwithstanding any other agreement or understanding (written or verbal) to the contrary, to the adoption of the following Resolutions and taking of the following actions under Florida Statute Sections 607.0205 and 6070704 in lieu of a meeting of the Company: BE IT RESOLVED that the undersigned, hereby adopts these Resolutions, notwithstanding any term(s) or provision(s) (the ?Other Provisions?) of any agreement(s) or understanding(s) to the contrary to which the Company is a party, whether written or verbal (?Other Agreements?), and to the extent there are any such Other Provisions or Other Agreements, hereby directs that these Resolutions shall hereby control, supersede and replace such Other Provisions, and any such Other Agreements are hereby modified to re?ect the terms and provisions set forth in these Resolutions. Notwithstanding for foregoing, the undersigned have examined that certain settlement agreement dated June 26, 2020 and that certain settlement agreement dated May 17, 2019 and have determined that these Resolutions are consistent with both settlement agreements because the current manager for Bay Club Companies has resigned voluntarily without any in?uence from the Company, the Bay Club Companies? member Pinnacle Asset, or Pinnacle Asset?s members and manager; and BE IT FURTHER RESOLVED that Company accepts the appointment by Pinnacle Asset to serve as manager for Bay Club Companies having all power and authority vested in the manager under the Bay Club operating agreement, including any amendments thereto, and the Bay Club 11 operating agreement, including any amendments thereto, as well as the power and authority provided for under Florida Statute Chapter 605. BE IT FURTHER RESOLVED, that the Manager is hereby authorized, empowered and directed to do all things and to take all actions which such officer may deem necessary or advisable to accomplish the purposes and intent of the foregoing resolutions including but not limited to engaging professionals and appointing officers to effectuate and advance a Chapter 11 bankruptcy case for Bay Club and Bay Club and BE IT FURTHER RESOLVED, that any and all actions previously taken by any director, member, manager, officer, employee or agent of the Company regarding or related to the subject matter of any and all of the foregoing resolutions are hereby ratified, confirmed and approved in all respects; and BE IT FURTHER RESOLVED that the foregoing Resolutions shall be effective as of Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 29 of 34 2020. TN WITNESS the undersigned has hereunto set his hand and seal for the purposes herein expressed. PINNACLE PROJECT MANAGEMENT. LLC By Its esi enl Harry Zea as sole shareholder By Its so areholdcr PINNACLE ASSET TRUST. LLC By Manager llarr)? Zea as Trustee of the Rohar Trust w?afd/ I By_ Ft Pin Asset Trust, LLC Member Myles Alpert By Pinnacle Asset Trust. LLC Member Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 30 of 34 2020. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal for the purposes herein expressed. PINNACLE PROJECT MANAGEMENT, INC. By Its President Harry Zea as sole shareholder By Its sole shareholder PINNACLE ASSET TRUST, LLC By Its Manager Harry Zea as Trustee of the Rohar Trust u/a/d/ 07/ 1 2/1 I By Pinnacle Asset Trust, LLC Member Myles Alpert By Will Pinnacle Asset Trust, LLC Member Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 31 of 34 UNDERWOOD Scott Underwood l00 North Tampa St Suite 2335 'l'ampa. l'L 33 ($02 June 26. 2020 The Bay Club of Naples. I.I.C The Bay Club of Naples ll LLC Pinnacle Asset Manager. LLC 00 John Lannie Via limail: ilauniciiemailmm RE: Potential Chapter II Bankruptcy Filings Underwood Murray, P.A. ("Underwood Murray" or the "Firm") is pleased to accept your request to provide legal services to The Bay Club of Naples LLC and 'lhe Bay Club of Naples ll LLC (collectively "You?) in connection with Your potential Chapter I 1 Bankruptcy Case (the "Case"). In accordance with the Rules of Professional Conduct and our procedures. this engagement agreement (the "Agreement") con?rtm the terms on which Underwood Murray will provide legal services to You. Billing Matters I will be the attorney in the Firm principally responsible for this matter. The charge for our services is based primarily upon the then current hourly rates of our personnel performing the services (unless otherwise agreed in a separate written addendum to this Agreement). Other attorneys, non-lawyer professionals, and legal assistants. including personnel with lower rates. will work with me as appropriate. My hourly rate will be $525 and the hourly rates on our other professionals range from $375 to $140. Our billing rates and charges for all clients are revised annuallv. Although the Firm may provide an estimate of fees and expenses for guidance. the actual fees and expenses that You will incur during the course of the representation may vary from the estimate. Accordingly. any estimate given by the Fimi does not constitute a guarantee of the ?nal amount of fees and expenses that You will incur. Our claims for payment of legal fees incurred and reimbursement of expenses will be provided We will expect that such payments be made within thirty days of issuing the invoice. Expenses include items such as ?ling fees. travel costs. delivery-"messenger services, photoc0py, telephone and fax charges. computerized legal research service charges. word processing/computer charges. and secretarial and other staff overtime charges. if applicable. Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 32 of 34 Certain of these charges may include an adjusmient above cost for adminisuative expenses and overhead incurred by the Firm to provide the billed service or will be billed at fair market value. although in some instances the Firm may receive such items on a discounted basis. Disbursements in excess of $500 will normally be forwarded to You for direct payment. As is usually the case, disbursement charges may not be current at the time of each billing and will be billed later. The Firm will begin its work upon receiving a signed copy of this letter and advance payment deposit of 3250.000. We will apply that advance payment to our Invoices and You agree to pay any balance due on the Invoice and replenish the advance payment to S2 50.000 on a basis. Any positive balance will be refunded upon the completion of our services. 'Ihe inn reserves the right to request an increase in the advance payment deposit should the scope of work increase or any matter nears trial. The Finn understands that the forgoing advance payment will be paid by Harry Zea and that Mr. Zea is signing this Agreement solely to note that he understands his funds will stand to guaranty the fees for services provided to You and that he will guaranty such fees over and above the advance payment. as well as the obligation to replenish the advance payment deposit set forth herein. While the Firm may be paid from an alternative source. our responsibility and duties will be solely to You as our clients and not any other party. including Mr. Zea. To the extent that any funds remain unapplied to our Finn?s fees and expenses. those funds will be returned to Mr. 7.ea. who retains his interest in those advanced funds until they are earned and to be applied to the Firm's fees and services. If You ultimately direct the ?ling of a Chapter 1] Bankruptcy Case. the Firm may draw down against any retainer paid by you immediately prior to ?ling such Case. Additionally. notwithstanding the foregoing statements regarding invoicing and billing. upon ?ling the Case. the Firm will be required to follow the United States Bankruptcy Code. Federal Rules of Bankruptcy Procedure. Local Rules of the Middle District of Florida. and the United States Trustee?s fee guidelines for seeking approval of fees. While the Firm intends to follow such rules and seek approval of its fees and expenses. Mr. Zea?s guaranties of fees herein shall be independent of any such Court approval process. Mr. Zea agrees that this guaranty of fees and payment of the advance payment deposit(s) shall not be asserted as a priming claim against Your assets, above the claims ofcurrent senior secured parties. Scope of Representation You are the Firm's only clients with respect to this engagement. Individuals and entities that are af?liated with You are not clients of the Firm, unless we otherwise agree in writing, which we can do subject to clearing conflicts and appropriate consents- of the parties to this Agreement. and proper disclosure to the Bankruptcy Court. if applicable. Under the professional and ethics rules that govcm the clicnt-attomey relationship. the Firm is permitted to represent more than one client in the same matter if the Firm reasonably believes that it can provide competent and diligent representation to each client and if each client gives informed consent to the joint representation after consultation about the material risks and Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 33 of 34 I .v reasonably available altematives. Any representation of more than one client in a matter presents the possibility that con?icts of interest will develop and. at any time. you may choose to withdraw from thejoint representation and engage your own lawyer. In agreeing to represent you jointly. it is our understanding that you share the same predominant legal positions and a consistent view of the underlying facts and circumstances. We intend to pursue any individual rights and to develop facts unique to each of You. but expect that the development ol'rights or facts speci?c to one Co- client will not jeopardize or prejudice another Co-client's positions or interests. If any of the information supporting that understanding becomes invalid as the matter progresses. the Firm may face a con?ict of interest in continuing the joint representation and we may decide to withdraw from representing any one of the (To-clients or all of the Co-elients as we determine in our sole discretion. For these reasons. we recommend that you consult with separate legal counsel about the risks and alternatives to participating in a joint representation. In a joint representation, the con?dential information disclosed by the (Io-clients in order to obtain legal advice From their lawyer is entitled to protection front disclosure to third parties by the privilege. However. by participating in this joint representation, each of you understands and agrees that the protections of confidentiality and attomey'fclient privilege do not apply to the information you individually provide to the Firm that we determine should be shared and used in the joint representation. By agreeing to participate in this joint representation. each of you con?rms the following: you consent to and waive the potential con?icts of interest described herein: and you consent to sharing con?dential information with your s) as described above. If the inn withdraws from representing you because of a con?ict of interest or other concern about continuing the joint representation you agree not to assert the prior joint representation or withdrawal from representing you as grounds to disqualify the Firm from continuing to represent any other Co-client or to contend that the irrn has breached its professional obligations to you. I will keep You informed about the status of this matter. I may express my views about the prospects for matters we are working on for You: however. these views are not a prediction or guarantee of the outcome and do not constitute a promise or assurance of success. Document Procedures To avoid indelinite storage. and consistent with our professional and ethical obligations. we reserve the right to dispose of any documents or other materials retained by us within a reasonable time after the completion of our engagement. Effective Date This Agreement shall be effective upon the authorized retention of this Firm via execution of this Agreement by You. Case 9:20-bk-05009 Doc 1 Filed 06/29/20 Page 34 of 34 . '7 I'C'aida (. . - Assent Please acknowledge your understanding and agreement regarding the terms of our engagement as described in this Agreement by signing in the space provided below and returning it to me via electronic mail and at the address provided above. 'lhe Firm and I greatly appreciate con?dence in us and look forward to having You among our inaugural clients. Sincerely. Scott A. Undemood Scott Underwood Agreement of The Bay Club LLC to the Foregoing Terms: Peca