Filing 109517503 E-Filed 06/29/2020 10:35:32 AM IN THE CIRCUIT COURT FOR THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CIVIL DIVISION ACRES CAPITAL, LLC, a New York limited liability company as Administrative Agent, Plaintiffs, CASE NO.: 11-2018-CA-003571-0001-XX THE BAY CLUB OF NAPLES, LLC, a Florida limited liability company, THE BAY CLUB OF NAPLES II, LLC, a Florida limited liability company, MY LES ALPERT, individually, HARRY ZEA as Trustee of the Rohar Trust, dated July 21, 2011, THE OLD COVE CONDOMINIUM OF NAPLES, INC., a Florida not-for-pro?t corporation, THE BAY CLUB AT OLD NAPLES CONOMINIUM ASSOCATION, INC., a Florida not-for-pro?t corporation, CROWTHER ROOFING SHEET METAL OF FLORIDA, INC. a/k/a CROWTHER ROOFING AND SHEET METAL OF FLORIDA, INC., a Florida corporation, PINNACLE PROJECT MANAGEMENT, INC., a Florida corporation, THE ROCK CUSTOM HOMES, INC., a Florida corporation, LOURO CAPITAL LENDING LLC, a New York limited liability company, JOHN FRANCO, individually, STEVEN LOURO, individually, EVELYN L. WALDRON, individually, FRANK MEAK, individually, LINDA MEAK, individually, JOHN DOE and JANE DOE, Defendants. NOTICE OF APPEAL Defendants The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC appeal to the Second District Court of Appeal the following: (1) Order Approving Settlement Agreement (Dkt. 112), attached hereto as Exhibit (2) Order denying Motion for Relief from Order LAW OFFICES BECKER POLIAKOFF 1 EAST BROWARD BLVD. - SUITE 1800 - FT. LAUDERDALE, FL 33301 TELEPHONE (954) 987?7550 FILED: COLLIER COUNTY, K. KINZEL, CLERK, 06/29/2020 10:35:32 AM Approving Settlement Agreement and Order Appointing Receiver (Dkt. 201 at 22-23), attached hereto as Exhibit (3) Amended Final Judgment of Foreclosure on Counts I and II as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty (Dkt.268), attached hereto as Exhibit and (4) Order Denying Defendants? Motion for Rehearing and/or Reconsideration of Entry of April 7, 2020 Final Judgment of Foreclosure on Counts I and II as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty (Dkt. 272), attached hereto as Exhibit Respectfully submitted, BECKER POLIAKOFF, P.A. Attorneys for Defendants The Bay Club of Naples, LLC and The Bay Club of Naples LLC 1 East Broward Blvd., Suite 1800 Ft. Lauderdale, FL 33301 Telephone: (954) 987-7550 Facsimile: (954) 985-4176 JPolenberg@beckerlawyerS.com TFritz@beckerlawyerS.com dgoldman@beckerlawyers.com nsantiago@beckerlawyers.com By: Jon Polenberg, Esq. Florida Bar No. 653306 Darren Goldman, Esq. Florida Bar. No. 88638 2 LAW OFFICES BECKER POLIAKOFF 1 EAST BROWARD BLVD. - SUITE 1800 - FT. LAUDERDALE, FL 33301 TELEPHONE (954) 987-7550 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on June 29, 2020, I electronically ?led the foregoing document with the Clerk of the Court using E-Filing Portal, which will automatically send a notice of electronic ?ling via email to: Alice R. Huneycutt, Esq. and John N. Muratides, Esq., STEARNS WEAVER MILLER WEISSLER ALHADEFF SITTERSON, P.A., 401 East Jackson Street, Suite 2200, Tampa, FL 33602 imuratides@steamesweaver.com, Joshua A. Hajek, Esq., COHEN GRIGSBY, P.C. (ihaiek@cohenlaw.com, Ian T. Holmes, Esq. and Jason A Shepelrich, Esq., HOLMES FRASER, P.A., 711 Avenue South, Suite 200, Naples, FL 34102 (iholmes@holmesfraser.com, Mark D. Holdreth, Esq., SHUMAKER, LOOP KENDRICK, LLP, 240 S. Pineapple Ave., 10th Floor, Sarasota, Florida 34236; and via US. Mail to John Franco, 10 Hawk Drive, Lloyd Harbor, NY 11743, Evelyn L. Waldron, 1136 Dormie Drive, Naples, FL 34108; Frank Meak, 7631 Palmer Court, Naples, FL 34113; Linda Meak, 7631 Palmer Court, Naples, FL 34113. Jon Polenberg Jon Polenberg, Esq. Florida Bar No. 653306 3 LAW OFFICES BECKER POLIAKOFF 1 EAST BROWARD BLVD. - SUITE 1800 - FT. LAUDERDALE, FL 33301 TELEPHONE (954) 987-7550 ACTIVE 13898241v.1 IN THE CIRCUIT COURT FOR THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CIVIL DIVISION ACRES CAPITAL, LLC, a New York limited lability company as Administrative Agent, Plaintiff, v. Case NO.: 2018-CA-003571 THE BAY CLUB OF NAPLES, LLC, a Florida limited liability company; THE BAY CLUB OF NAPLES II, LLC, a Florida limited liability company; MYLES ALPERT, individually; HARRY ZEA, as Trustee of the Rohar Trust dated July 12, 2011, et al., Defendants. ORDER APPROVING SETTLEMENT AGREEMENT - This action came before the Court, on the parties' Joint Stipulated Motion for Approval of Settlement Agreement (?Joint Stipulation Motion?), and the Court having considered the Stipulated Motion, and being otherwise ?illy advised, it is ORDERED and ADJUDGED that: l. The Joint Stipulated Motion for Approval of Settlement Agreement is hereby GRANTED. 2. The Settlement Agreement between Plaintiff and Defendants is hereby approved and con?rmed, and the Court reserves jurisdiction to enforce the terms of the Settlement Agreement, and adjudicate all remaining issues in this action, including the entry of a Stipulated Final Judgment as contemplated in the Settlement Agreement. 3. Plaintiff is granted leave to amend or supplement the Amended Complaint ?led herein to include its claims based on any additional advances made for construction pursuant to the Settlement Agreement, thereby increasing the amount owed WWOURT g; qw??f?mw a SERVICE LIST Gregory N. Woods, Esquire Woods, Weidenmiller, Michetti Rudnick, LLP 9045 Strada Stell Court, Suite 400 Naples, Florida 34109 Counsel for Defendants The Bay Club of Naples, The Bay Club of Naples II, Myles Alpert, individually; Harry Zea, as Trustee of the Rohar Trust dated July 12, 2011; and Pinnacle Project Management, Inc. Ian T. Holmes, Esquire Jason A. Shepelrieh, Esquire Holmes Fraser, PA. 711 5th Avenue South, Suite 200 Naples, Florida 34102 Counsel for Defendant The Rock Custom Homes, Inc., Steven Laura, and Louro Capital Lending LLC iholmes@holmesfraser.com i service@holmesfraser.com Joshua A. Hajek, Esquire Cohen Grigsby, RC. 9110 Strada Place, Suite 6200 Naples, Florida 34108 Counsel for Defendant The Old Cove Condominium of Naples, Inc. ihaiek@cohenlaw.com ssheldon@cohenlaw.com #7353848 v3 Exhibit 3 of 3 the loan documents, including the mortgage and including those additional sums due pursuant to the collection on the promissory notes and guaranties. DONE ANDORDERED in Collier County, Florida this i 5 day of 2019. Copies ?nished to: Alice R. Huneycutt, Esquire, Steams Weaver Miller Weissler, Alhadeff Sitterson, P.A. Post Of?ce Box 3299, Tampa, FL 33601, Attorneys for Plaintiff, ahuneycutt@steamsweaver.com, Soneet R. Kapila, 1000 South Federal Highway, Suite 200, ort Lauderdale, Florida 33316, SKapila@kaDilamukamal.com See Attached Service List Exhibit 20f3 IN THE 20TH JUDICIAL CIRCUIT COURT IN AND FOR COLLIER COUNTY, FLORIDA CIVIL DIVISION ACRES CAPITAL, LLC, Plaintiff, vs. CASE NO. THE BAY CLUB OF NAPLES, LLC, et al, Defendants. TRANSCRIPT OF PROCEEDINGS DATE TAKEN: February 25, 2020 PLACE TAKEN: Collier County Courthouse 3301 Tamiami Trail East Naples, Florida 34112 BEFORE: HONORABLE ELIZABETH KRIER REPORTER: Cherie' Nottingham, CSR Naples Court Reporting 239?316?7733 ammnv" 1 of41 Acres Capital LLC vs. The Bay Club of Naples LLC Representing Plaintiff: ALICE RUTH HUNEYCUTT, ESQUIRE 401 Jackson Street Suite 2200 Tampa, Florida Representing Bay Club I, Bay Club II, Harry Zea, Myles Alpert and Pinnacle Project Management DONALD G. PETERSON, ESQUIRE 3431 Pine Ridge Road Suite 101 Naples, Florida 34109 Representing Bay Club I and Bay Club II ERIC D. JACOBS, ESQUIRE 100 N. Tampa Street Suite 2600 Tampa, Florida 33602 Representing Soneet Kapila MARK HILRETH, ESQUIRE 240 South Pineapple Avenue 10th Floor Sarasota, Florida 34236 Exhibit Na les Court Re ortin Le a1 Services, LLC a :2 2 o? 4f? Acres Capital LLC vs. The Bay Club of Naples LLC THE COURT: THE BAILIFF: We have a court reporter for this one, Judge. THE COURT: Okay. All right, everybody want to tell me who you are? MR. PETERSON: Good morning, Your Honor. Don Peterson, on behalf of Bay Club Bay Club Harry Zea as trustee of the Rohar Trust; Myles Alpert and Pinnacle Project Management. THE COURT: Okay. MR. JACOBS: Good morning, Judge. Eric Jacobs on behalf of Bay Club I and Bay Club II, as retained by the current manager of those entities as appointed by the settlement agreement. THE COURT: Okay. MR. HILDRETH: Mark Hildreth, Your Honor, representing Soneet Kapila as court-appointed receiver. MS. HUNEYCUTT: Alice Huneycutt, here on behalf of Acres Capital, plaintiff. THE COURT: Okay. The reason I very rarely set motions for rehearing for a hearing, but the reason I did was that I had received a Exhibit Naples Court Reporting Legal Services, LLC 3 3 Acres Capital LLC vs. The Bay Club of Naples LLC motion, I think it was a motion, to enforce a settlement agreement, and, you know, usually when I receive those things and there's been a settlement agreement and everyone agrees that a final judgment can be entered upon default, upon affidavit, great, okay, sign it. But it appears that there's not agreement as to the default. So I set this for a rehearing to determine am I going to set aside the judgment that I entered and then how are we going to be proceeding and what's going on. Who wants to talk first? MR. PETERSON: If I may, Your Honor? THE COURT: Yes. MR. PETERSON: I filed a motion, obviously, seeking rehearing. We are seeking relief from the final judgment of foreclosure on the basis that the settlement agreement was never put into effect. Number two: If you were to find it was in effect, Acres Capital breached that agreement, such as they're not entitled to a foreclosure at this point in time under paragraph 20 of that settlement agreement. THE COURT: Uh?huh. Okay. Anybody else Exhibit Naples Court Reporting Legal Services, LLC 4 4 Acres Capital LLC vs. The Bay Club of Naples LLC want to say anything? MS. HUNEYCUTT: Yes, Your Honor. I'm Alice Huneycutt on behalf of Acres Capital. The motion for rehearing is not well founded at all. First of all, one of the theories that they advance, as Mr. Peterson just says, they claim that the settlement agreement that consented to the final judgment, the form of the final judgment, consented to the appointment of Soneet Kapila as the receiver with total control of the project, including whether they filed bankruptcy or not. And the settlement agreement, that attached the stipulation approval of settlement agreement and attached the order. And their theory in their motion that they advanced, the settlement agreement does not affect it, and thus the final judgment, they claim, is based on the fact that there was a provision in paragraph A of the settlement agreement that required that an order be entered by this Court for approval of the settlement agreement so that everyone was on notice of what would happen, including the default final judgment. Their theory is that because Acres Exhibit Naples Court Reporting Legal Services, LLC 5 oPragel: 5 Acres Capital LLC vs. The Bay Club of Naples LLC included language in there that basically wanted to have the borrowers here be sworn in to testify to this court so that there be no shenanigans, like we have right now, that they now somehow can invalidate the settlement agreement that was approved by this Court on June the 13th when Greg Woods, their attorney, was THE COURT: June 13th of what? MS . HUNEYCUTT: 201 9 . THE COURT: Because there's a set- the settlement agreement that I have in the file was filed on January 28th, 2020. Is that the one we?re talking about? MS. HUNEYCUTT: The settlement agreement, when we -- I have a transcript here, if the Court would like to take a look at it, of when we came before the Court for approval of settlement agreement. THE COURT: Okay. MS. HUNEYCUTT: Borrowers desire that the settlement agreement not be public. It was never confidential. THE COURT: Okay. So you're talking about the order approving the settlement agreement? Exhibit Naples Court Reporting Legal Services, LLC 6 Ogagel: 6 Acres Capital LLC vs. The Bay Club of Naples LLC MS. HUNEYCUTT: On June 13th. THE COURT: I got it. MS. HUNEYCUTT: SO we appeared before THE COURT: SO then what's filed on February 20th? Is that the agreement? MS. HUNEYCUTT: February the 20th is when we actually filed the settlement agreement, because we were seeking to have it enforced. THE COURT: Okay. MS. HUNEYCUTT: And that was the express terms Of the settlement agreement -- THE COURT: Okay. MS. HUNEYCUTT: -- that when we came to enforce it, we could file it. THE COURT: I got it. MS. HUNEYCUTT: SO what happens, we come to the Court on June the 13th. The borrowers don't show up. And I raised that with the Court, my concern that they were supposed to have been there. And at that time the Court went through with me how that Greg Woods, who was there on behalf of all of them, and he had signed the stipulation for approval, and we went through and I showed you in that hearing how the borrower to guarantors had agreed to Exhibit Naples Court Reporting Legal Services, LLC 7 Oli?agel: 7 Acres Capital LLC vs. The Bay Club of Naples LLC et a1. the form of the settlement, the stipulation for settlement and the order. And at that time the 3 Court basically became satisfied that they were 4 well represented by Greg Wood (sic); Greg Wood 5 was their attorney for all of them. He 6 consented to all of these and the order was 7 entered. 8 Most noteworthy is that at no time from 9 June 13th Mr. Woods didn't object to his 10 clients not being there because they just 11 didn?t come to court, which would be terrible 12 to reward them for their bad behavior. 13 THE COURT: Speak slower. 14 MS. HUNEYCUTT: But at any rate, at no 15 time between June 13, 2019 until they filed 15 this motion has this ever been an issue that 17 their clients weren't present. 18 We have filed two declarations; one 19 (inaudible) One, and one of myself with the 20 Court. I have copies of it here. Which 21 basically dubbed the fact that no one has ever 22 questioned it. And moreover, that there had 23 been some clear understandings about this was 24 negotiated, that settlement agreement was 25 negotiated over excuse me, my mouth?s dry Exhibit Naples Court Reporting Legal Services, LLC 8 Oga?el: 8 Acres Capital LLC vs. The Bay Club of Naples LLC there were 16 weeks, and during that time period extensive negotiations. This was one in which the borrowers and guarantors had four separate attorneys who were actually representing them. There's absolutely no question whatsoever that they knew what was transpiring and they knew the consequences. As a matter of fact, in the transcript of the proceeding in the transcript of the proceeding, I basically pointed out to the Court because it was such a high risk transaction, that it was necessary to have the default provision in there. So I don't think there's any question whatsoever -- thank you as to the validity of the settlement agreement and the fact that if they were THE COURT: It was signed. MS. HUNEYCUTT: It's signed. As a matter of fact, Mr. Zea, who's behind this motion that was filed with this Court today, signed 25 different times in varying capacities THE COURT: I'm seeing that. MS. HUNEYCUTT: on these settlement documents. And it's outrageous that they're coming before the Court now in advance. That Exhibit Naples Court Reporting Legal Services, LLC 9 olfa?elz 9 Acres Capital LLC vs. The Bay Club of Naples LLC their theories. And as a result, this motion for rehearing because the settlement agreement was valid, this motion for rehearing is totally inappropriate. In paragraph 21 of the settlement agreement, there was an express waiver of rehearing and appeal. And the courts repeatedly have found that it is perfectly legitimate for parties to be able to waive those types of rights in advance. The language reads, 21: Finality of judgment. Borrowers and guarantors hereby consent to the finality of the final judgment when entered in the litigation. THE COURT: What paragraph. MS. HUNEYCUTT: Paragraph 21. THE COURT: I've got it. MS. HUNEYCUTT: Paragraph 21. And waive any right to seek a rehearing or appeal of the final judgment. So clearly they can't basically say our guys didn't show up, so it's not effective, after they've taken the benefit. All through bankruptcy they've claimed to have the benefit Exhibit Naples Court Reponing Legal Services, LLC 1 0 8%3110 Acres Capital LLC vs. The Bay Club of Naples LLC this particular agreement. So here we are. The second thing that they tried to argue -- and they claimed there's no due process that was provided to them. Obviously the U.S. Supreme Court has covenants, confessions of judgment, has held, dating way back to 1917, that excuse me, not 1917, 1972 -- that these are perfectly legitimate. And it's legitimate when sophisticated parties in an arm's?length transaction negotiate. We had we revised the settlement agreement 18 times before we reached an execution copy. That's in my declaration. We had five more revisions after we sent out the execution copy. It was extensively negotiated. So in this particular instance clearly they have full knowledge of what they were surrendering. The second point and by the way, the settlement agreement was very clear that Mr. Zea could not be involved in this project whatsoever. As a matter of fact, that's one of the primary non-curable defaults, that he went ahead and he filed bankruptcy on his own, even though this Court had entered an order Exhibit Naples Court Reporting Legal Services, LLC 1 1 Acres Capital LLC vs. The Bay Club of Naples LLC directing that only Mr. Kapila, the receiver and CR0, had that authority. Mr. Zea also, when an involuntary was filed, didn't get it dismissed within 60 days. And all those are part of the defaults that are non-curable because of the actions of Mr. Zea. But the fundamental thing is, is that candidly the appearance that was made by Mr. Peterson in this lawsuit when we Mr. Woods was permitted a withdrawal, he only made an appearance on behalf of the defendants, but not Bay Club I or Bay Club II, which are represented by the other attorneys here today. So there was no authority by Mr. Kapila to permit the filing of this rehearing, because it was surrendered. The second point they raise in their motion, is that they claim that there was a fraud by Acres because Acres had a meeting with two of their creditors -- and as it turns out two of their investors in our project in which a five~minute meeting that took place a couple days after the settlement was approved, and the basis for the in the motion of why a claim that we breached it is because of that Exhibit Naples Court Reporting Legal Services, LLC 12 Belgian Acres Capital LLC vs. The Bay Club of Naples LLC et a1. one meeting. I would -- THE COURT: Is because of what? MS. HUNEYCUTT: Because of the meeting that occurred between Acres and Mr. Louro and Mr. Meak. The only information they put forth in that particular motion happens to be from the Meak and Louro depositions, which I would note we don't waiver our right to object to it. 10 Those were taken in the bankruptcy court; these 11 issues weren't present. 12 But what is very germane is that they 13 tried to advance this theory that they tried 14 to advance the theory that the releases were 15 not delivered in the settlement agreement 16 because we interfered. 17 The testimony of Mr. Meak is very clear: 18 They've put all of the made all of the 19 references I want to hand to the Court a 20 portion I actually have several. 21 THE COURT: First of all, I just need to 22 point out to you guys, this was set on my 23 order. 24 MS. HUNEYCUTT: Yes, Your Honor. 25 THE COURT: So, I mean, I have no I Exhibit Naples Court Reporting Legal Services, LLC 13 0P?ng:113 Acres Capital LLC vs. The Bay Club of Naples LLC think we might have asked you guys how much time you needed, but I have no idea. But I don't have unlimited amounts of time for you all. Number two: This is not set as an evidentiary proceeding MS. HUNEYCUTT: Yes, Your Honor. THE COURT: so I can listen to everything, but I can't do anything MS. HUNEYCUTT: The point of putting these out here is that the there's an obligation of (inaudible) covental non?information rehearing, if you claim that there's fraud, which is what they've argued (inaudible.) And the standard for that mandates that they plea fraud with specificity. And that they if I can hand these cases to the Court. THE COURT: I know what the statute -- the case law is on fraud. MS. HUNEYCUTT: But it basically says to have a motion reheard based on fraud, they have to plead it with specificity. And the second requirement that they have is that they have to establish how that fraud would change the judgment. And that's the Townsend case and Exhibit Naples Court Reporting Legal Services, LLC 1 4 81%3114 Acres Capital LLC vs. The Bay Club of Naples LLC also THE COURT: Did you cite that in your or did you MS. HUNEYCUTT: I didn't file THE COURT: Did you file a response? MS. HUNEYCUTT: I did not, Your Honor. There wasn't applicable time for us to do that. But I can give these two cases to the Court. THE COURT: Sure, that's fine. MS. HUNEYCUTT: Because I think what they show is that we shouldn't have an evidentiary hearing. It should just be denied becauSe they didn't plea the requirements of it. THE COURT: Okay. Anything else? MS. HUNEYCUTT: No, Your Honor. Just to point out on the page that's turned back to on the Flemenbaum. In that particular case, the Court determined it wasn't accurately pled, and it says there on the Flemenbaum case, I turn it back to that page: Because the husband was facially deficient, he was not entitled to an evidentiary hearing. And it goes on to say that: The court may relieve a party from a final judgment of fraud, but you have to the circumstances constituting the fraud be stated ammnu" Naples Court Reporting Legal Services, LLC 1 5 lagg? 115 Acres Capital LLC vs. The Bay Club of Naples LLC with particularity, clear and concise, central facts of fraud. And in that particular case, it went the page: In many cases the term fraud is loosely used to label conduct which has displeased of a part (sic). Requiring Rule 1.540, fraud, to be stated with particularity allows a trial court to determine whether the movant has made a prima facie showing. So unless they make a prima facie showing by adequate allegations of fraud, the motion should be denied. 80 there are multiple reasons, Your Honor, that they have not met the burden for a motion for rehearing. Certainly they can't say that the settlement agreement is not effective. And secondly, to basically say that Acres had a meeting for five minutes about selling the note, where the testimony of Meak's deposition says to the contrary; he says the reason they didn't deliver releases was because Zea didn't make arrangements to pay them. He also says clearly, well, the reason they filed involuntary is because Zea didn't make arrangements to pay Louro and Meak. There is absolutely nothing presented in their motion Exhibit Naples Court Reporting Legal Services, LLC 1 6 l6 Acres Capital LLC vs. The Bay Club of Naples LLC that should port a second evidentiary hearing in this, and we would ask the Court to deny the motion for rehearing. THE COURT: Okay. Mr. Peterson? MR. PETERSON: Thank you, Your Honor. The issue the standard under 1.530 is very broad; allows the Court to decide the issue on the merits, the issue of fraud not withstanding. What we identified for you in the motion was the fact that -- THE COURT: And let's be clear which motion we're talking about, because there's about 85 gazillion things in my court files designated as a motion for rehearing. I?m looking at the one that was filed on February 13th, 2020? MR. PETERSON: Yes, that's the motion for rehearing under 1.530, which we're here on today, Your Honor. There was another motion filed under 1.540 which was not set for hearing by the Court. That was a motion for rehearing under a different standard. THE COURT: Well, it probably was because they both looked alike to me so we probably Exhibit Naples Court Reporting Legal Services, LLC 17 Sega? Acres Capital LLC vs. The Bay Club of Naples LLC et a1. thought we were alike and so we probably 2 thought they were both set. So let's not waste 3 my time. Okay, go ahead. 4 MR. PETERSON: Fair enough, Your Honor. 5 The purpose of the motion here, as we 6 stated in there, was the settlement agreement, 7 number one, had a specific provision within 8 there that said come to court, be examined by 9 the Court, you know, to determine 10 THE COURT: Yeah, but you guys didn't 11 show -- they didn't show up. 12 MR. PETERSON: And my understanding was at 13 that time that wasn't properly set. That was a 14 15 THE COURT: It was properly set. It was 16 on my docket. It was properly set. They just 17 chose to not show up. 18 MR. PETERSON: That's not true. 19 THE COURT: Okay. Sh. This is not the 20 Jerry Springer Show. You have an attorney. 21 Go ahead. 22 MR. PETERSON: Thank you, Your Honor. 23 I was informed by Mr. Woods, who was prior 24 counsel, that was here on that day. 25 THE COURT: I was here. 1 LLC EXhibiIE "2"18 a es ourt ortm a erv1ces, ge: 18 o? 41 Acres Capital LLC vs. The Bay Club of Naples LLC okay. They MR. THE MR. THE MR. PETERSON: Okay. COURT: I remember this, PETERSON: I understand, Your Honor, COURT: Yeah. PETERSON: They were not available. didn't come THE COURT: Well, you don't just not show up for court. MR. PETERSON: I understand, Your Honor. And I'm not going to make a big issue out of that. Because really the bigger issue here THE COURT: Well, the bigger issue is that you put something in your motion that is not true. You, a lawyer, put something in a motion that's not true. Okay, they had an opportunity to appear, they failed to appear. So, I mean, that's the first part that is troubling to me. Now, the second part is, is what exactly are the bases of your motions that I should set this aside? Because it's not clear to me. MR. PETERSON: The fact that Acres Capital breached the terms of the settlement agreement before we even got to any issue of a supposed default committed by any of the defendants. ammu?" Naples Court Reporting Legal Services, LLC 19 8%{1 19 Acres Capital LLC vs. The Bay Club of Naples LLC et a1. 1 As you heard, days after the settlement 2 agreement was approved by the Court, there was 3 a meeting between Acres Capital and two parties 4 that are defendants in the action but are not 5 parties of the settlement agreement, Frank Meak 6 and Steven Louro. The discussion there was 7 whether or not Acres Capital would determine if 8 they were going to try to sell the note and the 9 paperwork to them. 10 Mr. Louro indicated that he was not 11 interested in purchasing at their price. Mr. 12 Malone responded: If you understood the 13 mechanics of this agreement, the stipulation of 14 foreclosure, how it works, you would 100 15 percent go ahead and file this note. 16 What he's referring to is the fact that if 17 Meak and Louro did not provide their releases 18 to Mr. Zea, they could say there's a default in 19 this agreement, you can go ahead and take it, 20 foreclose on it, property's yours, go build it, 21 take all the equity, have at it. That was the 22 issue. 23 The purpose of the settlement agreement 24 was to liquidate the damages to appoint 25 Mr. Kapila as Exhibit Naples Court Reporting Legal Services, LLC 20 gflg,? 20 Acres Capital LLC vs. The Bay Club of Naples LLC THE COURT: There was a number of purposes of the settlement agreement. I mean, there wasn't just one purpose. There's a number of issues that are addressed in the settlement agreement. MR. PETERSON: I had three, Your Honor. THE COURT: Yeah. MR. PETERSON: Liquidate the damages; appoint Mr. Kapila, and provide a basis for funding to complete the construction. They were interfering with the basis to get that funding to complete the construction. That was never done. This was all discovered by Mr. Battista in an involuntary proceeding that was initiated by Meak and Louro on July 26th when there was still a window of time for Mr. Zea to go ahead and obtain his releases and deliver them, pursuant to the agreement. They initiated a Chapter 7 involuntary proceeding. In Mr. Battista's defense of that proceeding, he discovered what was going on between Meak, Louro and Acres Capital. This was all presented to Judge Delano in the hearing to dismiss that action. She was quite troubled by the fact of what she saw was going Exhibit Naples Court Reporting Legal Services, LLC 21 1311chI .21 Acres Capital LLC vs. The Bay Club of Naples LLC and even commented: This is going to go wind up going back down in front of Judge Krier, who?s going to have to take a look at this, and if she says oh, my gosh, this is terrible, you set aside the order on the motion to approve the settlement, it's going to wind back up in front of her to address this. THE COURT: Well, this is not a motion for rehearing on approving the settlement. MR. PETERSON: Correct, Your Honor. THE COURT: This is a motion for rehearing on MR. PETERSON: Correct. THE COURT: setting aside the judgment. MR. PETERSON: Correct. THE COURT: The settlement's done. MR. PETERSON: Correct. THE COURT: Approving the settlement's done. MR. PETERSON: There was a motion filed seeking relief from that order, Your Honor, but it's not set for hearing today. THE COURT: Well, I'm not considering that. MR. PETERSON: I understand, Your Honor. ammnu" Naples Court Reporting Legal Services, LLC 22 13a1gz%2 Acres Capital LLC vs. The Bay Club of Naples LLC et a1. THE COURT: Yeah. That one's denied. This one, in terms of setting aside the 3 judgment that I entered based on the settlement 4 agreement, that?s what I?m considering. 5 MR. PETERSON: Yes, ma'am. 6 THE COURT: Yeah. Okay. 7 MR. PETERSON: Correct. 8 THE COURT: All right. So given that 9 there's a number of evidentiary issues that 10 I mean, again, both of you guys are talking 11 about evidentiary issues. I understand that it 12 should seem obvious to me, but it's not obvious 13 to me if I don't have actually evidence. And I 14 strongly suspect that given the number of 15 issues that you guys raised that because the 16 issue here is, is there a valid and enforceable 17 agreement? Yes, I adopted the agreement. But 18 is there a valid and enforceable agreement in 19 place at the time that I entered the judgment. 20 If there is, then we're done. But if there 21 isn't, then we've got something else to think 22 about. 23 So that's what I need to figure out. And 24 that's what I need to hear evidence about. 25 So -- and there may be lots of evidence about Exhibit . . 3 Naples Court Reportmg Legal Serv1ces, LLC 2 3 015]. 12 Acres Capital LLC vs. The Bay Club of Naples LLC that. For example, as you say, they may have relied on that in other proceedings and so on and so forth, I don't know. But that's what I?m going to need to hear evidence about. Anything else to contribute? Go ahead. MR. JACOBS: Yes, Judge, Eric Jacobs on behalf of the Bay Club entities. Pursuant to the settlement agreement that Your Honor said is still in effect, the Bay Club is operating by its sole manager and CR0, Mr. Sonny Kapila, who did not authorize the filing of a motion we're here on today. So I think we just have a procedural hurdle we need to get over as to whether or not the relief you now want an evidentiary hearing on can proceed as towards the Bay Club I and the Bay Club II, as we call them. Because we don't believe that's been properly filed by the Bay Club entities. THE COURT: So explain your position again? MR. JACOBS: Yes, Judge. Pursuant to the settlement agreement, the Bay Club I and Bay Club II are under the control of Soneet Kapila as receiver Exhibit Naples Court Reporting Legal Services, LLC 24 81%:124 Acres Capital LLC vs. The Bay Club of Naples LLC et a1. 1 THE COURT: Right. 2 MR. JACOBS: and sole manager and CR0. 3 THE COURT: Right. Which occurred before 4 the entry of my final judgment. 5 MR. JACOBS: Correct, Judge. 6 THE COURT: That occurred on the adoption 7 of the settlement agreement. 8 MR. JACOBS: Correct. 9 THE COURT: Right. 10 MR. JACOBS: The motion that we're here on 11 today is supposedly filed on behalf of the Bay 12 Club entities, as well as other parties. But 13 they were filed by Mr. Zea, who retained l4 counsel on behalf of the Bay Club. 15 THE COURT: So that's impossible. 16 MR. JACOBS: So that's impossible. 17 Because the Bay Club, as currently been managed 18 by Mr. Kapila, did not authorize the filing of 19 the motion on behalf of those two entities. 20 THE COURT: And you are representing? 21 MR. JACOBS: The Bay Club I and Bay Club 22 II. We are counsel that was retained by Mr. 23 Soneet Kapila to represent the Bay Club 24 entities. 25 THE COURT: I got you, okay. Exhibit Naples Court Reporting Legal Services, LLC 2 5 laga?? Acres Capital LLC vs. The Bay Club of Naples LLC MR. PETERSON: Your Honor, I've had discussions about this with Mr. Battista, Mr. Jacob's partner. He was well aware of this motion being filed and voiced no objection to that. THE COURT: Okay, but it doesn't matter whether he objected or not. The whole point is, is legally you only represent Mr. Zea. Legally that's at this point in time we have to assu- -- the question is, is was the agreement valid at the time that I entered the final judgment. I don?t know the answer to thathuestion. But I'm not here considering setting aside the order that adopted the final judgment or excuse me, the settlement agreement. That's done. And if somebody had an objection to that, that should have happened a long time ago. So I am not rehearing that. Now the question is, did somebody breach that agreement after that? Who breached it? Or who breached it first? Or who you know, I forgotten now the word, what it is. But you can breach it and then you can un?breach it. I mean, there's various things that happen to contracts and agreements. So that's what I Exhibit Naples Court Reporting Legal Services, LLC 26 Iaafga126 Acres Capital LLC vs. The Bay Club of Naples LLC need to hear about is the evidence of what happened in between the time that we had a valid agreement that I adopted, okay, back in June, and when I entered the final judgment. Is there a valid was there a valid agreement at that time? I believe that the receiver was validly appointed at the time that I adopted the settlement agreement; therefore, he is the one that gets to hire you representing the various projects, okay. Mr. Zea's welcome to have counsel and has filed a motion on his behalf. That's fine. And what I'm hearing you say is, is wait a minute, there may or may not have been -- you're saying there wasn't a valid agreement, but let's assume there was for a minute. But it was breached by them first and therefore the agreement is not valid. Okay, I'm willing to hear evidence about that. And so that's what we're going to have to do. Did I sound more confusing than you? I can't believe that I did. MS. HUNEYCUTT: I just wanted to raise with the Court that by their own motion they claim that they learned of this meeting in Exhibit Naples Court Reporting Legal Services, LLC 27 {3:1ng7 Acres Capital LLC vs. The Bay Club of Naples LLC August 12 THE COURT: Learned of what meeting? MS. HUNEYCUTT: The meeting with Acres. THE COURT: Okay. But again, I'm not taking evidence. MS. HUNEYCUTT: No, I'm pointing out the unlikelihood of the validity of this breach, because they have known about this since August. THE COURT: Again, there is a consequence of raising issues that are not actually justiciable, and it's called 57.105 MS. HUNEYCUTT: Yes, Your Honor. THE COURT: And that applies to everybody. Not just them but also, you know, everybody. And you can raise that issue to me and I am not afraid of being reversed by awarding those fees. MS. HUNEYCUTT: Thank you, Your Honor. THE COURT: So, however, you know, if there's a legal basis to do so. But that?s your consequence, not arguing MS. HUNEYCUTT: Yes, Your Honor. THE COURT: stuff to me that I can't do anything about, Naples Court Reporting Legal Services, LLC EXhib?Lg ."23 28 of 41 Acres Capital LLC vs. The Bay Club of Naples LLC MS. HUNEYCUTT: We currently have a summary judgment hearing scheduled for April the 7th as relates to the junior lienors. And we would just ask if at all possible that if the Court?s -- THE COURT: What's the date? MS. HUNEYCUTT: April the 7th. THE COURT: You know, I can't guarantee you time. I have a fairly heavy trial docket in the month of March. So this is going to take a while. How long do you think it's going to take to present the evidence that you need to present? MS. HUNEYCUTT: I don't think we need more than three hours. THE COURT: Well, remember, it?s their mo- they've got the burden of proof, MR. PETERSON: Probably half a day, Your Honor. THE COURT: Yeah. So three hours. Now, are you thinking three hours for you or three hours for everybody? MS. HUNEYCUTT: Oh, no, no, I think for everyone. THE COURT: Maybe four hours? Naples Court Reporting Legal Services, LLC EXhibE?E'w 290f41 Acres Capital LLC vs. The Bay Club of Naples LLC MR. PETERSON: Four hours I think is sufficient. THE COURT: Four hours? Okay. So somebody I will email my secretary who's also going out on medical leave on Wednesday, so I'll have coverage, but it will she will not be as experienced at finding time. 571. Four hours. Now, I know that I had one settle, the first one in my trial docket, which would be starting next Wednesday. But I could probably fit you in Thursday or Monday. Does anybody have any scheduling issues I should be aware of? MR. PETERSON: I do, Your Honor. I begin a four-day trial next Tuesday. THE COURT: Okay. You have a four?day trial starting Tuesday? MR. PETERSON: Yes. In Fort Lauderdale. THE COURT: So maybe you could do it the 9th, March 9th? (Speaking on phone): Do I have four hours on March 9th? She's laughing at me. Like maybe like at 1:00? MR. PETERSON: I have an arbitration that Exhibit Naples Court Reporting Legal Services, LLC 30 Isaigafo Acres Capital LLC vs. The Bay Club of Naples LLC day, Your Honor. THE COURT: Okay. Well, that's all I've got. I mean, I've got that day and I mean, that I know about. I have that day and then I have starting I could do, you know, March 5th or maybe the 6th. And those are the days you're in trial. MR. PETERSON: Yes, ma'am. THE COURT: So I don't know, I mean, we can look, but I just -- (Talking on phone): Do we have any other days where we have four hours, like a half a day? Right. Well, he's got a four-day trial. Okay. Well, will you make a note to Melissa that if we have a case settlement on the March docket that we'll let these guys know? This is in Acres Capital, 18CA3571, motion for rehearing or reconsideration. All right, thanks. (End of phone conversation.) All right. So if we have a cancellation, we'll let you guys know, but that's as good as it?s going to get. Otherwise you're probably looking in May, maybe early April. MR. PETERSON: Understood, Your Honor. THE COURT: So you have four hours. So Exhibit Naples Court Reporting Legal Services, LLC 3 1 f1 Acres Capital LLC vs. The Bay Club of Naples LLC would I would not want to do those motions for summary judgment before we have this hearing. I think we need to have this hearing first. How long of a period of time did you ask for for your motion? MS. HUNEYCUTT: Only a half an hour, because it only goes to foreclose the interest of the junior lienors, including the mortgage of Mr. Louro and Mr. Meak. That's the only purpose is THE COURT: Is that like a big issue? MS. HUNEYCUTT: the only purpose is to get rid of these junior lienors, because we already have judgment against everyone else. THE COURT: Is this a big issue for anybody? MS. HUNEYCUTT: There is no way they can claim that it's your dock sheet (phonetic), Your Honor. So, it's a really straightforward THE COURT: We can proceed, that?s fine. MS. HUNEYCUTT: Thank you. THE COURT: All right. Okay. Well, you know, just check in with my office. The woman Naples Court Reporting Legal Services, LLC 32 32 of 51' Acres Capital LLC vs. The Bay Club of Naples LLC that is going to be covering for my J.A.'s name is Melissa. She again covers for a lot of judges. So send her an email if you have a problem. MS. HUNEYCUTT: Thank you, Your Honor. THE COURT: Thank you, guys. So I am granting a hearing, Mr. Peterson, on your motion for rehearing and reconsideration of the order entering the final judgment. So you want to get me an order on that, an evidentiary hearing. MR. PETERSON: Yes, ma'am. THE COURT: All right, thank you. (Hearing concluded at 9:25 Naples Court Reporting Legal Services, LLC Exhib?ag?'aa 330f41 Acres Capital LLC vs. The Bay Club of Naples LLC CERTIFICATE OF REPORTER State of Florida County of Collier I, R. NOTTINGHAM, Notary Public, in and for the State of Florida at Large, certify that the transcript is a true record of my stenographic notes. I further certify that I am neither counsel for, related to, nor employed by any of the parties to the action in which this hearing was taken, and further that I am not financially nor otherwise interested in the outcome of the action. Dated this 25th day of February, 2020. Cher/22? R. FSR My Commission No. Expiration: July 12, 2022 Naples Court Reporting Legal Services, LLC 340%? Acres Capital LLC vs. The Bay Club of Naples LLC et a1. WORD INDEX 1.530 17:6,19 1.540 16:6 17:21 1:00 30:24 100 2:16 20:14 101 2:13 10th 2:19 12 28:1 34:21 13 8:15 13th 6:7,9 721,17 8:9 17:17 16 9:1 18 11:11 18CA3571 31:17 18-CA-3571 1:1 321 1917 11:7 1972 11:8 20 4:23 2019 6:10 8:15 2020 1:1 6:13 17:17 34:18 2022 34:21 20TH 1:1 7:5,6 21 1016,12,17,19 57.105 28:12 571 30:8 5th 31:6 60 12:4 6th 31:6 7 7 21:19 7th 29:3, 7 85 17:14 9 9:25 33:14 9th 30:21, 23 a.m 33:14 able 10:10 absolutely 9:5 16:25 accurately 15:18 ACRES 1:1 3:22 4:21 5:3,25 12:19 13:4 16:16 19:22 20:3,7 21:22 28:3 11 8:24 9:15 10:3,7 11:1,11,20 13:15 16:15 18:6 19:23 20:2, 5, 13, 19, 23 21:2,5, 18 2324,17, 18 24:8, 23 25:7 26:11, 16,20 27:3, 5, 8,15,18 agreements 26:25 agrees 4:4 ahead 11:24 1823,21 20:15, 19 21:17 24:5 al 121 ALICE 2:6 3:21 523 alike 17:25 18:1 allegations 16:10 allows 16:7 17:7 Alpert 2:11 3:10 amounts 14:3 answer 26:12 Anybody 4:25 30:12 32:17 appeal 1028,20 appear 19:17 appearance 12:8, 11 appeared 7:3 appears 4:7 applicable 15:7 asked 14:] assu 26:10 assume 27:16 attached 5:13, 15 attorney 6:7 8:5 18:20 attorneys 9:4 12:13 August 28:1,9 authority 12:2,14 authorize 24:11 25 218 available 19:6 Avenue 2:19 awarding 28:17 aware 26:3 30:13 back 11:7 15216,20 22:2,7 27:3 bad 8:12 BAILIFF 3:2 bankruptcy 5:12 10:25 11:24 13:10 based 5:18 14:21 23:3 bases 19:20 basically 823,21 9:10 10:22 14:20 2200 2:7 31:17 applies 28:14 16:16 239?316-7733 action 20:4 21:24 appoint 20:24 21:9 basis 4:18 12:24 240 2:19 34:14, 16 appointed 3:15 27:7 21:9,11 28:21 25 1:1 9:20 actions 12:6 appointment 5:10 Battista 21:14 26:2 25th 34:18 address 22:7 approval 5:14, 21 Battista's 21:20 2600 2:16 addressed 21:4 6:18 7:23 BAY 1:1 26th 21:16 adequate 16:10 approve 22:6 3:8,13 12:12 24:7, 9, 28th 6213 adopted 23:17 26:14 approved 6:6 12:23 16,18,23 27:3, 7 20:2 17, 21, 23 adoption 25:6 approving 6:25 22:9, behalf 328, 13, 22 3301 advance 5:6 9:25 18 5:3 7:22 12:11 2427 33602 2:17 10:11 13:13, 14 April 29:2,7 31:23 27:12 34109 2:13 advanced 5:16 arbitration 30:25 behavior 8212 34112 1:1 affect 5:17 argue 11:3 believe 24:17 2726, 34236 2:20 af?davit 4:6 argued 14:14 22 3431 2:12 afraid 28:17 arguing 28:22 benefit 10:24, 25 ago 26:18 arm's-length 11:10 big 19:11 32:12, 16 agreed 7:25 arrangements 16:21, bigger 19:12, 13 401 2:7 agreement 3:16 4:2, 24 borrower 7:25 4,7,18,21,24 528,13, aside 4:9 19:21 borrowers 6:2, 21 14,17,20,22 6:6,12, 2225,14 23:2 26:14 7:17 9:3 10:13 15,19,22,25 7:5, 7, 2. 1 Naples Court Reporting Legal Services, LLC 35 Acres Capital LLC vs. The Bay Club of Naples LLC et al. breach 26:19, 23 28:7 breached 4:21 12:25 19:23 26:20, 21 27:17 broad 17:7 build 20:20 burden 16:13 29:17 call 24:17 called 28:12 cancellation 31:20 candidly 12:8 capacities 9:21 CAPITAL 1:1 3:22 4:21 5:3 19:22 20:3, 7 21:22 31:17 CASE 14:19,25 15:17, 19 16:2 31:15 cases 14:17 15:8 16:4 central 16:1 Certainly 16:14 CERTIFICATE 34:3 certify 3419,12 change 14:24 Chapter 21:19 check 32:25 Cherie 1:1 34:8, 20 chose 18:17 CIRCUIT 1:1 circumstances 15:25 cite 15:2 CIVIL 1:1 claim 5:7,18 12:18, 25 14:13 27:25 32:19 claimed 10:25 11:3 clear 8:23 11:20 13:17 16:1 17:12 19:21 clearly 10:22 11:16 16:22 clients 8110,17 CLUB 1:1 2:11, 15 3:8,13 12:12 24:7, 10, 16,18, 23, 24 25:12, 14,17,21,23 COLLIER 1:1 34:6 come 7:16 8:11 18:8 19:7 coming 9:25 commented 22:1 Commission 34:21 committed 19:25 complete 21:10, 12 concern 7:19 concise 16:1 concluded 33:14 conduct 16:5 confessions 11:6 con?dential 6:23 confusing 27:21 consent 10:14 consented 528,9 8:6 consequence 28:10, 22 consequences 9:7 considering 22:23 23:4 26:13 constituting 15:25 construction 21:10, 12 contracts 26:25 contrary 16:19 contribute 24:5 control 5:11 24:24 conversation 31:19 copies 8:20 copy 11:12, 14 Correct 15, 17 23:7 25:5,8 counsel 18:24 25:14, 22 27:11 34:12 COUNTY 34:6 couple 12:23 COURT 3:1,2, 4,11,17,23 4:14,25 5:21 6:3,6,9,11,17, 18, 20, 24 7:2, 4, 9, 12, 15,17,19,20 823,11, 13,20 20, 22, 25 1125,25 1322,10,19,21,25 14:8,17,18 15:2,5,8, 9,14,18,23 16:7 17:2, 4, 7,12,14,22, 24 18:8,9,10,15,19, 25 19:2,5,8,9,13 20:2 21:1,7 2228,11, 14, 16, 18,23 23:1, 6, 8 24:20 25:26:6 27:24 28:2, 4, 10, 14, 20, 24 29:6, 8, 16, 20, 25 30:3, 17, 20 31:2, 9, 25 32:12, 16, 22, 24 33:6, 13 court-appointed 3:19 Courthouse 1:1 courts 10:8 Court's 29:5 covenants 11:5 covental 14:12 coverage 30:6 covering 33:1 covers 33:2 creditors 12:20 CRO 12:2 24:10 25:2 CSR 1:1 current 3:14 currently 25:17 29:1 damages 20:24 21:8 DATE 29:6 Dated 34:18 dating 11:6 day 18:24 29:18 31:1,3,4,13 34:18 days 12:4,23 20:1 31:6,12 decide 17:7 declaration 11:13 declarations 8:18 default 4:5,8 5:24 9:13 19:25 20:18 defaults 11:23 12:5 Defendants 1:1 12:11 19:25 20:4 defense 21:20 deficient 15:21 Delano 21:23 deliver 16:20 21:18 delivered 13:15 denied 15:12 16:11 23:] deny 17:2 deposition 16:19 depositions 13:8 designated 17:15 desire 6:21 determine 4:9 16:8 18:9 20:7 determined 15:18 different 9:21 17:23 directing 12:1 discovered 21:13, 2] discussion 20:6 discussions 26:2 dismiss 21:24 dismissed 12:4 displeased 16:5 DIVISION 1:1 dock 32:19 docket 18:16 29:9 30:10 31:16 documents 9:24 Don 3:8 DONALD 2:12 dry 8:25 dubbed 8:21 due 11:4 early 31:23 East effect 4:19, 21 24:9 effective 10:23 16:15 ELIZABETH 1:1 email 30:4 33:3 employed 34:13 enforce 4:1 7:14 enforceable 23:16, 18 enforced 7:8 entered 4:5,10 5:21 8:7 10:15 11:25 23:3,19 26:11 27:4 entering 33:9 entities 3:15 24:7, 19 25:12, 19, 24 entitled 4:22 15:21 entry 25:4 equity 20:21 ERIC 2:15 3:12 24:6 ESQUIRE 2:6,12,15, 18 Naples Court Reporting Legal Services, LLC ExhibiEZ; 2 36 of 51' Acres Capital LLC vs. The Bay Club of Naples LLC et al. establish 14:24 et everybody 3:5 28:14, 15 29:22 evidence 23:13, 24, 25 24:4 27:1,19 28:5 29:12 evidentiary 14:6 15:11,22 17:1 23:9, 11 24:15 33:11 exactly 19:19 examined 18:8 example 24:1 excuse 8:25 11:7 26:15 execution 11:12, 14 experienced 30:7 Expiration 34:21 explain 24:20 express 7:10 10:7 extensive 9:2 extensively 11:15 facially 15:21 facie 16:9,10 fact 5:19 8:21 9:8, 16,19 11:22 17:11 19:22 20:16 21:25 facts 16:2 failed 19:17 Fair 18:4 fairly 29:9 February 1:1 7:5,6 17:17 34:18 fees 28:18 ?gure 23:23 file 6:12 7:14 15:4, 5 20:15 ?led 4:15 5:12 6:13 7:4,7 8:15, 18 9:20 11:24 12:4 16:23 17:16,21 22:20 24:18 25:11, 13 26:4 27:12 ?les 17:14 ?ling 12:15 24:12 25:18 ?nal 4:5,17 5:8, 9, 18,24 10:14,21 15:24 25:4 26:12, 14 27:4 33:9 Finality 10:12, 14 ?nancially 34:15 ?nd 4:20 ?nding 30:8 fine 15:9 27:12 32:22 first 4:12 5:5 13:21 19:18 26:21 27:17 30:10 32:4 ?t 30:12 ?ve 11:13 16:17 ?ve-minute 12:22 Flemenbaum 15:17, 19 Floor 2:19 FLORIDA 1:1 2:8, 13,17,20 34:5,9 foreclose 20:20 32:8 foreclosure 4:17, 22 20:14 forgotten 26:22 form 5:9 8:1 Fort 30:19 forth 13:6 24:3 found 10:9 founded 5:5 four 9:3 29:25 30:1, 3,8,22 31:12,25 four-day 31:13 Frank 20:5 fraud 12:19 14:13, 16,19,21,24 15:24, 25 16:2,4,6,11 17:8 front 22:2,7 FSR 34:20 full 11:17 fundamental 12:7 funding 21:10, 12 further 34:12, 15 gazillion 17:1 4 germane 13:12 GG-236783 34:21 give 15 :8 given 23:8, 14 go 18:3, 21 20:15, 19, 20 21:17 22:1 24:5 goes 15:22 32:8 going 4:9,11 19:11 20:8 21:21,25 22:1, 2,3,6 24:4 27:20 30:5 31:22 33:1 Good 3:7,12 31:21 gosh 22:4 granting 33:7 great 4:6 Greg 6:7 7:21 8:4 guarantee 29:8 guarantors 7:25 9:3 10:13 guys 10:23 13:22 14:1 18:10 31:16,21 33:6 half 29:18 31:12 32:7 hand 13:19 14:17 happen 5:23 26:24 happened 26:17 27:2 happens 7:16 13:7 Harry 2:11 3:9 hear 23:24 24:4 2721,19 heard 20:1 hearing 3:24 7:24 15:12,22 17:1,21 21:24 22:22 24:15 27:13 29:2 32:3,4 33:7,11, 14 34:14 heavy 29:9 held 11:6 high 9:11 HILDRETH 3:18 HILRETH 2:18 hire 27:9 Honor 3:7,18 4:13 5:2 13:24 14:7 15:6, 15 16:12 1725,20 18:4,22 19:3,10 21:6 22:10,21,25 24:9 26:1 28:13, 19, 23 29:19 30:15 31:1, 24 32:20 33:5 HONORABLE 1:1 hour 32:7 hours 29:15, 20, 21, 22, 25 30:1, 3, 8, 22 31:12, 25 HUNEYCUTT 2:6 3:21 5:2, 3 6:10, 15, 21 7:1, 3, 6, 10,13,16 8:14 9:18, 23 10:17, 19 13:3, 24 14:7,10, 20 15:4,6, 10,15 27:23 28:3, 6, 13,19, 23 29:1, 7, 14, 23 32:7, 13, 18, 23 33:5 hurdle 24:13 husband 15:20 idea 14:2 identi?ed 17:10 11 3:9,13 12:12 24:16, 24 25:22 impossible 25:15, 16 inappropriate 10:5 inaudible 8:19 14:12, 14 included 6:1 including 5:12, 23 32:9 indicated 20:10 information 13:6 informed 18:23 initiated 21:15, 19 instance 11:16 interest 32:8 interested 20:11 34:16 interfered 13:16 interfering 21:11 invalidate 6:5 investors 12:21 involuntary 12:3 16:23 21:14, 19 involved 11:21 issue 8:16 17:6,8 19:11, 12, 13, 24 20:22 23:16 28:16 32:12, 16 Naples Court Reporting Legal Services, LLC 3 37 of 51' Acres Capital LLC vs. The Bay Club of Naples LLC et al. issues 13:11 21:4 23:9,11,15 28:11 30:13 its 24:10 J.A.'s 33:] Jackson 2:7 JACOBS 2:15 3:12, 13 24:6, 22 25:2, 5,8, 10,16, 21 Jacob's 26:3 January 6:13 Jerry 18:20 Judge 3:3,12 21:23 22:2 24:6, 22 25:5 judges 33:3 judgment 4:5,10,17 5:8,9, 18,24 10:13, 14,21 11:6 14:25 15:24 22:14 23:3,19 25:4 26:12, 15 27:4 29:2 32:2, 15 33:10 JUDICIAL 1:1 July 21:15 34:21 June 6:7,9 7:1,17 8:9, 15 27:4 junior 29:3 32:9,14 justiciable 28:12 Kapila 2:18 3:19 5:10 12:1,14 20:25 21:9 24:11,24 25:18, 23 knew 9:6,7 know 4:2 14:18 18:9 24:3 26:12, 21 28:15, 20 29:8 30:9 31:4,5,9,16,21 32:25 knowledge 11:17 known 28:8 KRIER 1:1 22:3 Lauderdale 30:19 laughing 30:23 law 14:19 lawsuit 12:9 lawyer 19:15 learned 27:25 28:2 leave 30:5 legal 28:21 legally 26:8,9 legitimate 10:10 11:8,9 lienors 29:3 32:9, 14 liquidate 20:24 21:8 listen 14:8 litigation 10:15 LLC 1:1 long 26:18 29:11 32:5 look 6:17 22:3 31:10 looked 17:25 looking 17:16 31:23 loosely 16:4 lot 33:2 lots 23:25 Louro 13:4,8 16:24 20:6,10,17 21:15, 22 32:10 ma'am 23:5 31:8 33:12 Malone 20:12 managed 25:17 Management 2:11 3:10 manager 3:14 24:10 25:2 mandates 14:15 March 29:10 30:21, 23 31:5,15 MARK 2:18 3:18 matter 9:8,18 11:22 26:6 mean 13:25 19:17 21:2 23:10 26:24 31:3,9 mechanics 20:13 medical 30:5 meeting 12:19, 22 13:1,3 16:17 20:3 27:25 28:2,3 Melissa 31:14 33:2 merits 17:8 met 16:13 minute 27:14, 16 minutes 16:17 mo 29:16 Monday 30:12 month 29:10 morning 3:7,12 mortgage 32:9 motion 4:1,15 5:4, 16 8:16 9:19 10:2,4 12:18,24 13:7 14:21 16:11, 13,25 17:3,10, 13,15,18,20,22 18:5 19:14, 15 22:5,8, 11, 20 24:12 25:10, 19 26:4 27:12,24 31:17 32:6 33:8 motions 3:24 19:20 32:2 month's 8:25 movant 16:8 multiple 16:12 Myles 2:11 3:10 name 33:1 NAPLES 1:1 2:13 necessary 9:12 need 13:21 23:23,24 24:4,13 27:1 29:12, 14 32:3 needed 14:2 negotiate 11:10 negotiated 8:24, 25 non-curable 11:23 12:6 non-information 14:12 Notary 34:8 note 13:8 16:18 20:8,15 31:14 notes 34:11 noteworthy 8:8 notice 5:23 Nottingham 34:8, 20 Number 4:20 14:5 18:7 21:1,3 23:9,14 object 8:9 13:9 objected 26:7 objection 26:4,] 7 obligation 14:11 obtain 21:17 obvious 23:12 obviously 4:16 11:5 occurred 13:4 25:3,6 of?ce 32:25 oh 22:4 29:23 Okay 3:4,11,17,23 4:6, 25 6:20, 24 7:9, 12 15:14 17:4 18:3, 19 19:1,4,16 23:6 25:25 26:6 27:3,10, 18 28:4 30:3,17 31:2,14 32:24 one's 23:1 operating 24:10 opportunity 19:16 order 5:15,21 6:25 8:2,6 11:25 13:23 22:5,21 26:14 33:9, 10 outcome 34:16 outrageous 9:24 Meak 13:5,8,17 11:15 page 15:16,20 16:3 16:24 20:5,17 21:15, negotiations 9:2 paperwork 20:9 label 16:5 22 32:10 neither 34:12 paragraph 4:23 5:19 language 6:1 10:12 Meak?s 16:18 never 4:19 6:23 10:6,16,17,19 Large 34:9 21:13 part 12:5 16:5 4 Naples Court Reporting Legal Services, LLC 38 0f41 Acres Capital LLC vs. The Bay Club of Naples LLC et al. particular 11:1,16 13:7 15:17 16:2 particularity 16:1, 7 parties 10:10 11:9 20:3,5 25:12 34:13 partner 26:3 party 15:23 pay 16:21,24 percent 20:15 perfectly 10:9 11:8 period 9:2 32:5 permit 12:15 permitted 12:10 PETERSON 2:12 3:7,8 5:6 12:9 17:4, 5, 18 18:4, 12,18,22 19:1,3,6, 10,22 21:6,8 22:10, 13,15,17,20,25 23:5, 7 26:1 29:18 30:1, 15,19,25 3128,24 3327,12 phone 30:22 31:11, 19 phonetic 32:19 Pine 2:12 Pineapple 2:19 Pinnacle 2:11 3:10 PLACE 1:1 12:22 23:19 Plaintiff 1:1 2:6 3:22 plea 14:16 15:13 plead 14:22 pled 15:18 point 4:23 11:19 12:17 13:22 14:10 15:16 26:7,9 pointed 9:10 pointing 28:6 port 17:1 portion 13:20 position 24:20 possible 29:4 present 8:17 13:11 29:12, 13 presented 16:25 21:23 price 20:11 prima 16:9,10 primary 11:23 prior 18:23 probably 17:24, 25 18:1 29:18 30:11 31:22 problem 33:4 procedural 24:13 proceed 24:15 32:22 proceeding 4:11 9:9, 10 14:6 21:14,19,21 PROCEEDINGS 24:2 process 11:4 Project 2:11 3:10 5:11 11:21 12:21 projects 27:10 proof 29:17 properly 18:13, 15, 16 24:18 property's 20:20 provide 20:17 21:9 provided 11:4 provision 5:19 9:13 18:7 public 6:22 34:8 purchasing 20:11 purpose 18:5 20:23 21:3 32:11, 13 purposes 21:] pursuant 21:18 24:8, 22 put 4:19 13:6,18 19:14, 15 putting 14:10 question 9:questioned 8 :22 quite 21 :24 raise 12:17 27:23 28:16 raised 7:18 23:15 raising 28:11 rarely 3:24 rate 8:14 reached 11:12 reads 10:12 really 19:12 32:20 reason 3:23, 25 16:20, 22 reasons 16:12 receive 4:3 received 3:25 receiver 3:20 5:11 12:1 24:25 27:6 reconsideration 31:18 33:9 record 34:10 references 13:19 referring 20:16 reheard 14:21 rehearing 3:24 4:9, 16 5:4 10:3, 4,8,20 12:15 14:13 16:14 17:3,15,19,22 22:9, 11 26:18 31:18 33:8 related 34:13 relates 29:3 releases 13:14 16:20 20:17 21:17 relied 24:2 relief 4:17 22:21 24:14 relieve 15:23 remember 19:2 29:16 repeatedly 10:9 REPORTER 1:1 3:2 34:3 Reporting 1:1 represent 25:23 26:8 represented 8:4 12:13 Representing 2:6,11, 15,18 3:19 9:5 25:20 27:9 required 5:20 requirement 14:23 requirements 15:13 Requiring 16:6 responded 20:12 response 15:5 result 10:2 retained 3:14 25:13, 22 reversed 28:17 revised 11:11 revisions 11:14 reward 8:12 rid 32:14 Ridge 2:12 right 3:5 6:4 10:20 13:9 23:8 25:1,3,9 31:13, 18,20 32:24 33:13 rights 10:11 risk 9:11 Road 2:12 Rohar 3:9 Rule 16:6 RUTH 2:6 Sarasota 2:20 satis?ed 8:3 saw 21:25 saying 27:15 says 5:7 14:20 15:19 16:19,22 22:4 scheduled 29:2 scheduling 30:13 second 11:2,19 12:17 14:22 17:1 19:19 secondly 16:16 secretary 30:4 seeing 9:22 seek 10:20 seeking 4:16 7:8 22:21 sell 20:8 selling 16:17 send 33:3 sent 11:14 separate 9:4 set 3:24 4:8,9 6:11 13:22 14:5 17:21 18:2,13,15,16 19:20 22:5, 22 setting 22:14 23:2 26:14 settle 30:9 settlement 3:15 4:2, 4,18,24 5:7,13,14, Naples Court Reporting Legal Services, LLC Exhibit Pa e: 5 39 of f1 Acres Capital LLC vs. The Bay Club of Naples LLC et al. 16, 20, 22 6:5,12,15, 19,22,25 7:7,11 8:1, 2,24 9:15,23 10:3,6 11:11,20 12:23 13:15 16:15 18:6 19:23 20:1,5, 23 21:2,4 22:6,9 23:3 24:8, 23 25:7 26:15 27:8 31:15 settlement's 22:16, 18 Sh 18:19 sheet 32:19 shenanigans 6:4 show 7:18 10:23 15:11 19:8 showed 7:24 showing 1629,10 sic 8:4 16:6 sign 4:6 signed 7:23 9:17, 18, 20 slower 8:13 sole 24:10 25:2 somebody 26:16, 19 30:4 Soneet 2:18 3:19 5:10 24:24 25:23 Sonny 24:11 sophisticated 11:9 sound 27:21 South 2:19 Speak 8:13 Speaking 30:22 speci?c 18:7 speci?city 14:16, 22 Springer 18:20 standard 14:15 17:6, 23 starting 30:11, 18 31:5 State 34:5,9 stated 15:25 16:7 18:6 statute 14:18 stenographic 34:10 Steven 20:6 stipulation 5:14 7:23 8:1 20:13 straightforward 32:21 Street 2:7, 16 strongly 23:14 stuff 28:24 suf?cient 30:2 Suite 2:7,13,16 summary 29:2 32:2 supposed 7:19 19:24 supposedly 25:11 Supreme 11:5 Sure 15:9 surrendered 12:16 surrendering 11:18 suspect 23:14 sworn 6:2 take 6:17 20:19, 21 22:3 29:11, 12 TAKEN 1:1 10:24 13:10 34:14 talk 4:12 talking 6:14, 24 17:13 23:10 31:11 Tamiami Tampa 2:8,16,17 tell 3:5 term 16:4 terms 7:11 19:23 23:2 terrible 8:11 22:5 testify 6:3 testimony 13:17 16:18 thank 9:14 17:5 18:22 28:19 32:23 33:5, 6, 13 thanks 31:19 theories 5:6 10:] theory 5:15, 25 13:13, 14 thing 11:2 12:7 things 4:3 17:14 26:24 think 4:1 9:13 14:] 15:10 23:21 24:13 30:1 32:3 thinking 29:21 thought 18:1,2 three 21:6 29:15, 20, 21 Thursday 30:12 time 4:23 7:20 8:2, 8,15 9:1 14:2,3 15:7 18:3,13 21:16 23:19 26:9,11,18 27:2, 6,7 29:9 30:8 32:5 times 9:21 11:12 today 9:20 12:13 17:20 22:22 24:12 25:11 top 16:3 total 5:11 totally 10:4 Townsend 14:25 Trail transaction 9:12 11:10 TRANSCRIPT 1:1 6:16 928,9 34:10 transpiring 9:7 trial 16:7 29:9 31:7,13 tried 11:3 13:13 troubled 21:25 troubling 19:18 true 18:18 19:15, 16 34:10 Trust 3:9 trustee 3:9 try 20:8 Tuesday 30:16, 18 turn 15:19 turned 15:16 turns 12:20 two 4:20 8:18 12:20, 21 14:5 15:8 20:3 25:19 types 10:11 US 11:5 Uh-huh 4:25 un-breach 26:23 understand 19:3, 10 22:25 23:11 understanding 18:12 understandings 8:23 understood 20:12 31:24 unlikelihood 28:7 unlimited 14:3 usually 4:2 valid 10:4 23:16, 18 26:11 27:3,5,15,18 validity 9:15 28:7 validly 27:7 various 26:24 27:10 varying 9:21 voiced 26:4 vs 1:1 wait 27:13 waive 10:10, 19 waiver 10:7 13:9 want 3:5 5:1 13:19 24:15 32:1 33:10 wanted 6:2 27:23 wants 4:12 waste 18:2 way 11:6,19 32:18 Wednesday 30:6, 11 weeks 9:1 welcome 27:11 well 5:4 8:4 16:22 17:24 19:8,13 22:8, 23 25:12 26:3 29:16 31:2,13,14 32:24 went 7:21,24 11:23 16:3 we're 6:14 17:13, 19 23:20 24:12 25:10 27:20 we've 23:21 whatsoever 9:6,14 11:22 willing 27:18 wind 22:2,6 window 21:16 withdrawal 12:10 withstanding 17:9 woman 32:25 Wood 8:4 Woods 6:7 7:21 8:9 Naples Court Reporting Legal Services, LLC Exhibit 40 OF 5431 6 Acres Capital LLC vs. The Bay Club of Naples LLC et al. 12:10 18:23 word 26:22 works 20:14 Yeah 18:10 19:5 21:7 23:1,6 29:20 Zea 2:11 3:9 9:19 11:21 12:3,6 16:21, 23 20:18 21:17 25:13 26:8 Zea's 27:11 Exhibit . . Naples Court Reportmg Legal Servxces, LLC 41 oFgf?] Filing 108164888 E-Filed 05/31/2020 06:26:37 PM IN THE CIRCUIT COURT OF THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CIVIL DIVISION ACRES CAPITAL, LLC, a New York limited lability company, as Administrative Agent, Plaintiff, v. Case No.: 2018-CA-003571 THE BAY CLUB OF NAPLES, LLC, a Florida limited liability company; THE BAY CLUB OF NAPLES II, LLC, a Florida limited liability company; MYLES ALPERT, individually; HARRY ZEA, as Trustee of the Rohar Trust dated July 12, 2011; THE OLD COVE CONDOMINIUM OF NAPLES, a Florida not-for-profit corporation; THE BAY CLUB AT OLD NAPLES CONDOMINIUM ASSOCIATION, INC., a Florida not-for-pro?t corporation, PROJECT MANAGEMENT, INC., a Florida corporation; THE ROCK CUSTOM HOMES, INC., a Florida corporation; LOURO CAPITAL LENDING LLC, a New York limited liability company; JOHN FRANCO, individually; STEVEN LOURO, individually; EVELYN L. WALDRON, individually; FRANK MEAK, individually; and LINDA MEAK, individually; Defendants. AMENDED FINAL JUDGMENT OF FORECLOSURE ON COUNTS I AND II AS TO ALL DEFENDANTS AND AMENDED STIPULATED FINAL JUDGMENT OF MORTGAGE FORECLOSURE, DAMAGES 0N NOTE AND GUARAN TY TI-IIS ACTION came before the Court on April 7, 2020, on Plaintiff? Motion for Summary Final Judgment of Foreclosure on Counts I and II and for Entry of Amended Stipulated Final Judgment. The Court having considered the pleadings, af?davits, and record in this cause, ?nds that there is no genuine issue of material fact as to the priority of all rights, titles, claims, liens, interests, encumbrances and equities of the Defendants named herein below and that Plaintiff is entitled to summary ?nal judgment as a matter of law. Upon consideration thereof it is hereby, ORDERED and ADJUDGED that: Exhibit 1 0f 1 1 FILED: COLLIER COUNTY, K. KINZEL, CLERK, 05/31/2020 06:26:37 PM 1. Plaintiff? 5 Motion for Summary Final Judgment of Foreclosure on Counts I and II and for Entry of Amended Stipulated Final Judgment is GRANTED. 2. Final Judgment of Foreclosure. Plaintiff is GRANTED a final judgment of foreclosure on Counts I and 11 of its Amended Complaint against The Bay Club of Naples, The Bay Club of Naples II, The Old Cove Condominium of Naples, Inc.; The Bay Club at Old Naples Condominium Association, Inc.; The Rock Custom Homes, Inc.; Louro Capital Lending, John Franco, individually; Steven Louro, individually; Evelyn L. Waldron, individually; Frank Meak, individually; and Linda Meak, individually. 3. Amended Stipulated Final Judgment Sum as of January 29, 2020. Plaintiff, ACRES Capital, LLC, whose address is 865 Merrick Ave., Suite 2008, Westbury, New York 11590, Attn.: Guy R. Milone, Jr., is due from Defendants The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC, as follows: Amended and Restated Mortgage Note Principal 19,931,783.71 Default Interest from 7/ 03/ 1 8 through 1/27/20 at 24% per annum (573 days $13,287.86 per diem) and $13,287.86 per diem thereafter 7,613,943.78 Receiver?s First Lien Certi?cates of Indebtedness: Certi?cate No. 1 Principal 50,000.00 Interest at 30-day LIBOR rate plus 10.5% per annum (6/28/19 through 1/27/20; and $17.19 per diem thereafter) 3,771.40 Certi?cate No. 2 Principal 133,107.00 Interest at 30-day LIBOR rate plus 10.5% per annum (9/18/19 through 1/27/20; and $45.76 per diem thereafter) 6,114.23 Certi?cate No. 3 52,415.00 Principal Interest at 30-day LIBOR rate plus 10.5% per annum 756.79 (12/17/19 through 1/27/20; and $18.02 per diem thereafter) Subtotal 27 ,791,891 .91 Costs: Clerk?s Filing Fee, Issuance of Summons and Recording Lis Pendens 2,144.50 Service of Process 2,277.00 Title Search Expenses 450.00 Clerk?s Recording Fees (Receiver?s First Lien Certi?cates) 197.50 Subtotal 5,069.00 TOTAL AS OF JANUARY 27, 2020: 27,796,960.91 Interest from 1/28/20 through 1/29/20 (date of entry of Final Judgment) which is 2 days per diem on Amended and Restated Mortgage Note, plus per diem for each Receiver?s First Lien Certi?cate of Indebtedness, in the 26 737 66 collective amount of $13,368.83 per diem. TOTAL As OF ENTRY OF JUDGMENT 0N JANUARY 29, 2020: $:1:1:27 823 69827 Exhibit 2 of 11 4. Amounts Due and Owing as of April 7, 2020. Amended Stipulated Final Judgment as of 01/29/20 27,823.698.27 Post-judgment interest from 01/29/20 through 03/31/20 6.83% per annum (62 days $5,192.23) 321,918.26 Post-judgment interest from 04/01/20 6.66% per annum through 04/07/20 (7 days $5,062.99) 35,440.96 Receiver?s First Lien Certi?cates of Indebtedness: Certi?cate No. 4 Principal 708,605.64 Interest at 30-day LIBOR rate plus 10.5% per annum (03/05/20 through 04/07/20; 34 days $223.90 per diem) 7,612.60 TOTAL AMOUNT DUE (AS OF 04/07/20): 282897227533 5. Interest. The grand total amount referenced in Paragraph 4 shall bear interest from this date forward at the prevailing legal rate of interest. The interest rate will adjust quarterly in accordance with Section 55.03, Florida Statutes, until the Judgment is paid in full. 6. Lien on Property. Plaintiff holds a lien for the total sum as speci?ed in Paragraph 4 above, that is prior, paramount and superior in dignity to all rights, titles, claims, liens, interest, encumbrances, estates and equity of the Defendants, The Bay Club of Naples, The Bay Club of Naples II, The Old Cove Condominium of Naples, Inc.; The Bay Club at Old Naples Condominium Association, Inc.; The Rock Custom Homes, Inc.; Louro Capital Lending, John Franco, individually; Steven Louro, individually; Evelyn L. Waldron, individually; Frank Meak, individually; and Linda Meak, individually, and all persons, ?rms, corporations or other entities, claiming by, through, or under the Defendants or any of them upon the mortgaged property herein foreclosed as identi?ed in the Amended and Restated M01tgage, and as described on Exhibit attached hereto and by reference made a part hereof, which Propelty is situated, lying and being in Collier County, Florida, and any sale of the Propelty in accordance with Section 45.031, Florida Statutes, shall be sold free and clear of any claims or encumbrances of the aforementioned Defendants except as provided in Chapter 718, Florida Statutes. The rights of the Old Cove Condominium of Naples, Inc. to collect unpaid assessments from any subsequent title holder, including Plaintiff herein, shall be preserved and shall be governed as provided in Section 718.1 16, Florida Statutes. Final Judgment of Foreclosure is hereby entered against all Defendants on Counts I and II of the Amended Complaint. Plaintiff holds a lien for the total sum superior to a_ll claims or estates of Defendants, on the following described real and personal property located in Collier County, Florida: SEE ATTACHED HERETO AND BY REFERENCE NIADE A PART HEREOF 7. Permits and Other Rights. Without limitation to the foreclosure of all other rights and all interests of Defendants arising from and pursuant to the Assignment of Contracts, Permits, Licenses, Agreements and Other Rights, dated June 30, 2016, and other Amended and Restated Loan Documents, are hereby foreclosed, including, but not limited to, all contracts, warranties, permits, approvals, development rights, licenses, construction contracts and any amendments or 3 Exhibit 3 of 11 addendums thereto, between The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC and Envirostruct, between The Bay Club of Naples, LLC and The Bay Club of Naples H, LLC and Suffolk Construction Company, Inc.; and between The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC and The Rock Custom Homes, Inc., and other collateral as more particularly described therein. All rights in such collateral are deemed assigned to Plaintiff if the successful bidder. 8. Sale of Property. If the total sum with interest at the rate prescribed in Paragraph 5 and all costs accrued subsequent to this Judgment are not paid, the clerk of this court shall sell the Property at public sale on a date as provided herein beginning at 11:00 am, to the highest bidder for cash, except as prescribed in Paragraph 9, on the third ?oor of the Courthouse Annex of the Collier County Courthouse, 3315 Tamiami Trail East, Naples, Florida 34112, in accordance with Section 45.031, Florida Statutes. A foreclosure sale date is not set at this time due to Executive Order No. 20-94 signed by Governor Ron DeSantis on April 2, 2020, tolling mortgage foreclosures sales due to the pandemic. Executive Order No. 20-94 does not currently limit the tolling to only single- family mortgages. If Executive Order No. 20-94 is subsequently amended or clari?ed to limit the tolling of foreclosure sales to single-family mortgages or otherwise clari?es that a commercial mortgage foreclosure sale may proceed, Plaintiff may submit a motion to set the sale to this Court. Otherwise, the foreclosure sale date shall be scheduled within 45 days without further hearing after the expiration of the 45-day suspension provided in Executive Order No. 20- 94. 9. Costs. Plaintiff shall advance all subsequent costs of this action (including expenses of the receivership incurred prior to entry of this ?nal judgment and incurred hereafter) and shall be reimbursed for them by the clerk if Plaintiff is not the purchaser of the property for sale, provided, however, that the purchaser of the property for sale shall be responsible for the documentary stamps payable on the certi?cate of title. If Plaintiff is the purchaser, the clerk shall credit Plaintiff?s bid with the total sum with interest and costs accruing and any sums of additional receiver?s certi?cates issued subsequent to this judgment, or such part of it, as is necessary to pay the bid in lull. 10. Developer?s or Declarant?s Rights. All of the rights of The Bay Club of Naples, LLC and The Bay Club of Naples 11, LLC, as the developer or declarant of The Bay Club at Old Naples, a Condominium, arising from either that certain Declaration of Condominium for The Bay Club at Old Naples, a Condominium, or under Chapter 718, Florida Statutes, or any other statutory or common law rights, are hereby foreclosed and such rights or entitlements are assigned to Plaintiff if the successful bidder. 11. Distribution of Proceeds. On ?ling the certi?cate of title, the clerk shall disnibute the proceeds of the sale, so far as they are suf?cient, by paying: ?rst, all of Plaintiff? 5 costs; second, documentary stamps af?xed to the certi?cate; third, Plaintiff?s attorneys? fees; fourth, the total sum due to Plaintiff, less the items paid, plus interest at the rate prescribed in Paragraph 5 from this date to the date of the sale; and by retaining any remaining amount pending further order of this court. 12. Right of Redemption/Right of Possession. On ?ling the certi?cate of sale, all Defendants and all persons claiming under or against any Defendants since the ?ling of the notice of [is pendens shall be foreclosed of all estate or claim in the property and Defendants? rights of 4 Exhibit 4 of 11 redemption as prescribed by Section 45.0315, Florida Statutes, shall be terminated, except as to claims or rights under chapter 718, or chapter 720, Florida Statutes, if any. Upon the ?ling of the certi?cate of title, the person named on the certificate of title shall be let into possession of the property. 13. Attorneys' Fees. This Court reserves jurisdiction to award Plaintiff its reasonable attorneys? fees incurred by Plaintiff. Defendants The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC, jointly and severally (collectively, ?Judgment Debtors?), shall be liable to Plaintiff for attorneys? fees incurred by Plaintiff arising from, related to, or in connection with this action, including without limitation its attorneys? fees and costs incurred in determining the amount of a reasonable attorneys? fees to be awarded to Plaintiff. 14. Fact Information Sheet. The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC shall complete under oath Florida Rule of Civil Procedure Form 1.977 (Fact Information Sheet), including all required attachments, and serve it on the Judgment Creditor?s attorney within 45 days from the date of this ?nal judgment, unless the ?nal judgment is satis?ed and post- judgment discovery is stayed. 15. Jurisdiction Retained. The Court retains jurisdiction of this matter for all purposes including to adjudicate any remaining claims not disposed of by this ?nal judgment of foreclosure including but not limited to enter ?nal judgment against any remaining Defendants and such other and further orders as it deems just, necessary, equitable, and proper under the circumstances, including, without limitation, leave to add additional parties whose interests may be required to be foreclosed, to make necessary corrections to legal descriptions of property to be foreclosed, to enter orders respecting the receiver, the receivership, receivership expenses and issuance of additional receiver?s certi?cates and the receiver?s ?nal report, to conduct hearings as are appropriate to tax costs and/or award attorneys? fees and enter orders thereon to be determined and taxed herein, to issue writs of possession, hold valuation hearing as necessary, to include such further costs, interest and reasonable attorneys? fees incurred in establishing such valuation, and other purposes as necessary to complete the foreclosure of the real and personal property, to enter de?ciency judgments, and to compel the Judgment Debtors to complete Form 1.977, including all required attachments, and serve it on the Judgment Creditor?s attorney. Further, jurisdiction is retained to adjudicate the pending Motion for Rehearing ?led by Miles Alpert, individually, and Harry Zea, as Trustee of the Rohar Trust dated July 12, 2001, and to enter ?nal judgment against such Defendants. 16. Plaintiff's Right to Assign and Credit Bid. Plaintiff or its assignee shall have the right to assign this Final Judgment of Foreclosure and the right to credit bid at the sale and apply against any bid made the amount awarded to Plaintiff in this Final Judgment of Foreclosure. In the event there is such an assignment, Plaintiff or its assignee shall ?le a Notice of Assignment of Foreclosure Judgment with the Court that identi?es the assignee, and the Clerk of Court shall recognize the assignee as the owner of this Final Judgment of Foreclosure with a right to credit bid the amount awarded herein, without further order of this Court. Plaintiff also shall have the right to assign its successful bid at the foreclosure sale. In the event there is such an assignment, Plaintiff shall ?le a Notice of Assignment of Successful Bid with the Court that identi?es the assignee, and the Clerk of Court shall recognize the assignee as the owner of the successful bid and the party to be named in the Certi?cate of Title to be issued by the Clerk of the Court, without further order of this Court. Exhibit 5 of 11 17. Amended Final Judgment on Count on Note. The Stipulated Final Judgment against Defendants The Bay Club of Naples, LLC and The Bay Club of Naples H, LLC, jointly and severally, on Count of the Amended Complaint for collection on the Amended and Restated Mortgage Note is hereby amended to include the sums set forth in Paragraphs 3 and 4 herein and as otherwise set forth in this Judgment. Plaintiff is entitled to recover from said Defendants the sum as is more particularly set forth in Paragraph 4 above, which shall bear interest at the prevailing legal rate of interest accruing pursuant to Section 55.03, Florida Statutes, for all of which sums let execution issue subsequent to the determination by this Court of the valuation of the Property as of the date of the foreclosure sale, which amount shall be credited against the judgment debt due on Count 18. Final Judgment on Count IV on Recourse Guaranty. The Stipulated Final Judgment was entered against Defendants Myles Alpert, individually, and Harry Zea, as Trustee of the Rohar Trust dated July 12, 2011, jointly and severally, on CountIV of the Amended Complaint for collection on the Recourse Guaranty. Myles Alpert and Harry Zea, as Trustee of the Rohar Trust dated July 12, 2011, have ?led a Motion for Rehearing which has not been resolved. If an Order denying the Motion for Rehearing is entered, then the Stipulated Final Judgment against Myles Alpert and Harry Zea, as Trustee of the Rohar Trust dated July 12, 2011, on Count IV shall be amended by this Judgment to include the sums set forth in Paragraphs 3 and 4 and as otherwise set forth in this Judgment, including Paragraph 13. Plaintiff is entitled to recover from said Defendants, jointly and severally, the sum as is more particularly set forth in Paragraph 4 above, which shall bear interest at the prevailing legal rate of interest accruing pursuant to Section 55.03, Florida Statutes, for all of which sums let execution issue subsequent to the determination by this Court of the valuation of the Property as of the date of the foreclosure sale, which amount shall be credited against the judgment debt due on Count IV. IF THIS PROPERTY IS SOLD AT PUBLIC AUCTION, THERE NIAY BE ADDITIONAL MONEY FROM THE SALE AFTER PAYMENT OF PERSONS WHO ARE ENTITLED TO BE PAID FROM THE SALE PROCEEDS PURSUANT TO THE FINAL JUDGMENT. IF YOU ARE A SUBORDINATE LIENHOLDER CLAINIING A RIGHT TO FUNDS RENIAINING AFTER THE SALE, YOU MUST FILE A CLAIM WITH THE CLERK NO LATER THAN 60 DAYS AFTER THE SALE. IF YOU FAIL TO FILE A CLAIM, YOU WILL NOT BE ENTITLED TO ANY REMAINING FUNDS. Exhibit 6 of 11 EXHHBIT PARCEL 1: Unit 6-C, of The Old Cove, a Condominium according to the Declaration of Condominium thereof, recorded in Of?cial Records Book 461, Page(s) 832, of the Public Records of Collier County, Florida, and any amendments thereto, together with its undivided share in the common elements. PARCEL 2: Units 7C-1, 7C-2, 7C-3, 7C-4, 8C-1, 8C-2, 8C-3, 8C-4, 8C-5, 8C-A, and 8C-B of the Of?ce at the Cove, being a subdivision of Units 7C and 8C, The Old Cove, a Condominium according to the Declaration of Condominium thereof, recorded in Of?cial Records book 461, Page(s) 832, as amended in Of?cial Records Book 650, Page 409 (Unit re?structure) and amended and restated in Of?cial Records Book 5030, Page 1875, and all subsequent amendments thereto recorded in the Public Records of Collier County, Florida, together with its undivided share in the common elements. The above is a/k/a all of Declaration of Condominium for The Bay Club at Old Naples, a Condominium, according to the Declaration of Condominium thereof, recorded in Of?cial Records Book 5569, page 1406, of the public records of Collier County, Florida, and any amendments thereto. Parcel 1 and Parcel 2 are collectively the ?Land? or ?Real Estate.? TOGETHER WITH: Improvements. All structures, buildings and improvements, including additions, enlargements, extensions, modi?cations, repairs, and replacements, of every kind and description now or any time hereafter located or placed on the Land (?Improvements?), Fixtures. All ?xtures now or hereafter attached to the Land or Improvements, including all plumbing, heating, air conditioning, lighting, ventilating, refrigerating, disposal and incinerating equipment, and all other engines, boilers, dynamos, elevators and tanks (?Fixtures?), 7 Exhibit 7 of 11 Other Property Rights. All other rights and interests on, under, above or related to the Land and/or Improvements and/or Fixtures, including all appurtenances, easements, rights-of-way or uses, strips and gores of land, vaults, streets, ways, alleys, passages, sewer rights, and all water, ditch, well, reservoir and drainage rights, mineral rights, air rights and development rights, and all [and lying in the bed of any street, road or avenue, in front of or adjoining the Land to the center thereof, or which hereafter shall in any way belong, relate or be appurtenant thereto and all minerals, crops, timber, trees, shrubs, ?owers, and landscaping features now or hereafter located on, under or above the Land (?Other Property Rights?), Real Property Rim. Whether at law or in equity, in possession or in expectancy, all estates, rights, titles, interests, franchises, privileges, licenses, liberties, servitudes, tenements, hereditaments and appurtenances, reversions and remainders, rents, issues, pro?ts and revenue in any way belonging, relating or appertaining to the Land and/or Improvements and/or Fixtures, and/or Other Property Rights or any part thereof (?Real Property Rights?), Personal Property. All fumiture, furnishings, goods, equipment, inventory or personal property now or at any time located on, attached to or used in and about the Improvements, or in connection with activity conducted at the Real Estate, including all machines, engines, boilers, dynamos, elevators, tanks, cabinets, awnings, screens, shades, blinds, carpets, draperies and all appliances, plumbing, heating, air conditioning, lighting, ventilating, refrigerating, disposal and incinerating equipment, and all building materials and equipment hereafter situated on or about the Real Estate or Improvements, and all warranties and guaranties relating thereto, and all additions thereto and substitutions and replacements therefore (?Personal Property?), Permits and Approvals. All water taps, sewer taps, certi?cates of occupancy, permits, governmental approvals, licenses, authorizations, variances, franchises, certificates, consents, approvals and other permits, rights and privileges (?Permits?) now or hereafter obtained in connection with the Real Estate or the Improvements, Leases and Rents. All leases (including, without limitation, oil, gas and mineral leases), licenses, concessions and occupancy agreements and all agreements of every kind relating to the use, enjoyment or occupancy of all or any part of the Real Estate, whether written or oral, now or hereafter entered into whether before or after the ?ling by or against Mortgagor of any petition for relief under the United States Bankruptcy Code, 11 USC Section 101 et seq. with any tenant, lessee, licensee or other party (each, a ?Tenant? and collectively, ?Tenants?), all as amended or modi?ed from time to time (each, a ?Lease? and collectively, ?Leases?) and all rents, royalties, issues, deposits, profits, revenue, income and other benefits of the assets speci?ed in this de?nition of ?Property?, including all amounts payable and all rights and bene?ts accruing to Mortgagor under the Leases (collectively, ?Rents?) and all guarantees of, letters of credit covering, and cash or securities deposited to secure, performance by the Tenants of their obligations under any such Leases, whether said letters of credit, cash or securities are to be held until the expiration of the term of said Leases or applied to one or more of the installments of Rent coming due prior to the expiration of said term (?Tenant Security?), Exhibit 8 of 11 Reserves. All cash funds, deposit accounts and other rights and evidence of rights to cash, now or hereafter created or held by Mortgagee or any Lender pursuant to this Mortgage or any other of the Mortgage Documents (?Reserves?), Property Agreements. All contracts and agreements entered into covering or related to the use, operation or management of any or all of the Real Estate and all revenue, income and other bene?ts thereof, including, all track agreements, easement agreements, access agreements, developer?s or utility agreements, management agreements, service contracts, maintenance contracts, equipment leases, personal property leases, and contracts or documents relating to construction on any part of the Real Estate (including plans, drawings, surveys, tests, reports, bonds and Governmental Approvals) (?Property Agreements?), Utility Deposits. All monetary deposits given to any public or private utility with respect to utility services furnished to all or any part of the Real Estate, General Intangibles. All funds, accounts, instruments, accounts receivable, documents, causes of action, claims, general intangibles (including, without limitation, trademarks, trade names, service marks and symbols now or hereafter used in connection with any part of the Real Estate, all names by which the Real Estate may be operated or known, all rights to carry on business under such names, and all rights, interest and privileges which Mortgagor has or may have as developer or declarant under any covenants, restrictions or declarations now or hereafter arising from or by virtue of any transactions related to the Real Estate, Building Materials and Plans. All building materials, supplies and equipment placed in or on the Real Estate and all architectural renderings, models, drawings, plans, speci?cations, studies and data now or hereafter relating to the Real Estate, Insurance. All right, title and interest of Mortgagor in any insurance policies or binders now or hereafter relating to the Property including any unearned premiums thereon and Mortgagor?s interest in and to all proceeds of any such insurance policies (including title insurance policies) including the right to collect and receive such proceeds, Condemnation. All right, title and interest of Mortgagor in and to any and all awards, damages, payment or other compensation, and any and all claims therefore and rights thereto, which may result from taking or injury by virtue of the exercise of the power of condemnation or eminent domain to the Land, Improvements, Fixtures, Personal Property or any other asset speci?ed in this de?nition of Property, Books and Records. All books and records relating to or used in connection with the operation of the Real Estate or any part thereof or any other asset speci?ed in this de?nition of ?Property? (?Books and Records?), Bonds. All right, title and interest of Mortgagor under completion bonds, performance bonds, payment bonds and other similar bonds and surety agreements and arrangements and related to the Propelty or any party thereof, Exhibit 9 of 11 Tax Certiorari. All refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Property as a result of tax certiorari or any applications or proceedings for reduction of taxes (?Tax Refund?), Causes of Action. All causes of action and claims, including all causes of action or claims arising in tort, by contract, by fraud or by concealment of material fact, against any person or entity for damages or injury to the Property or in connection with any transactions ?nanced in whole or in part with proceeds of the Notes, Rights. The right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Real Estate and to commence any action or proceeding to protect the interest of Mortgagee or any Lender in the Real Estate, Additions and Proceeds. All additions, accessions, replacements, substitutions, proceeds and products of the real and personal property, tangible and intangible, described above, and Other Rights. All other or greater rights and interests of every nature in the Real Estate and in the possession or use thereof and income there from, together with all items purchased with the proceeds of the Amended and Restated Loan Documents but which are not currently located on the premises of the Mortgaged Property. ?aw. mam eSigned by Krier, Elizabeth in 11-2018-CA-003571-0001-XX 053112020 18:26:11 aB,gch4 Electronic Service List Alice Huneycutt John N. Muratides Soneet Kapila Alison Zea TAYLOR FAGAN Alice Huneycutt John N. Muratides Daniel P. Fraser Donald Grayson Peterson Eric David Jacobs Ian T. Holmes 10 Exhibit 10 of 11 Jason Allen Shepelrich John Muratides Joshua A. Haj ek Mariaelena Gayo-Guitian Mark D. Hildreth Paul J. Battista Joshua Allan Haj ek Joshua Haj ek Yasser Lakhli? Daniel P. Fraser Donald Grayson Peterson Eric David Jacobs Ian T. Holmes Jason Allen Shepelrich John Muratides Joshua A. Haj ek Mariaelena Gayo-Guitian Mark D. Hildreth Paul J. Battista Yasser Lakhli? 11 Exhibit 11 of 11 Filing 108210602 E-Filed 06/01/2020 03:25 :42 PM IN THE CIRCUIT COURT FOR THE TWENTIETH JUDICIAL CIRCUIT IN AND FOR COLLIER COUNTY, FLORIDA CIVIL DIVISION ACRES CAPITAL, LLC, a New York limited liability company as Administrative Agent, Plaintiff, v. Case No.: THE BAY CLUB OF NAPLES, LLC, a Florida limited liability company; THE BAY CLUB OF NAPLES II, LLC, a Florida limited liability company; MYLES ALPERT, individually; HARRY ZEA, as Trustee of the Rohar Trust dated July 12, 2011; THE OLD COVE CONDOMINIUM OF NAPLES, INC., a Florida not-for-profit corporation; THE BAY CLUB AT OLD NAPLES CONDOMINIUM ASSOCIATION, INC., a Florida not-for-pro?t corporation, PINNACLE PROJECT MANAGEMENT, INC., a Florida corporation; THE ROCK CUSTOM HOMES, INC., a Florida corporation; LOURO CAPITAL LENDING LLC, a New York limited liability company; JOHN FRANCO, individually; STEVEN LOURO, individually, et al., Defendants. ORDER DENYING DEFENDAN MOTION FOR REHEARING RECONSIDERATION OF ENTRY OF APRIL 7, 2020 FINAL JUDGMENT OF FORECLOSURE ON COUNTS I AND II AS TO ALL DEFENDANTS AND AMENDED STIPULATED FINAL JUDGMENT OF MORTGAGE FORECLOSURE, DAMAGES ON NOTE AND GUARAN TY This matter having come before this Court on Defendants? Motion for Rehearing and/or Reconsideration of Entry of the April 7, 2020 Final Judgment of Foreclosure on Counts I and II as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty (Docket No- 237) (?Motion?), the Court having considered the Exhibit 1 of 4 FILED: COLLIER COUNTY, K. KINZEL, CLERK, 06/01/2020 03:25:42 PM Motion and Plaintiff, ACRES Capital, Response in Opposition to Defendants? Motion for Rehearing and/or Reconsideration of Entry of April 7, 2020 Final Judgment of Foreclosure on Counts I and II as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty, ?led on May 29, 2020, the record and being otherwise fully advised, it is ORDERED AND ADJ UDGED that: 1. The Defendant?s Motion is DENIED. This Court properly entered the partial ?nal summary judgment against The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC (Counts I, II and and the junior lienor defendants (Counts I and II) and the judicial labor as to those parties in this litigation is completed. Further this Court properly entered partial ?nal summary judgment on the claims asserted in Counts I, 11 and which claims are separate and distinct from the claims asserted in Count IV against the guarantors, Harry Zea, as Trustee of the Rohar Trust dated July 12, 2011 and Myles Alpert. 2. The unauthorized ?ling by Yamell Peterson, PA. of the Motion for Rehearing of Entry of Final Judgment (Docket Nos. 173-176) on behalf of The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC is null and void as to The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC, and does not toll the ?nality of the Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty (Docket No. 158) and the Final Judgment of Foreclosure on Counts I and as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty (Docket No. 232) as to The Bay Club of Naples, LLC and The Bay Club of Naples II, 3. The Court hereby determines that Yamell Peterson, P.A., which ?rm does not represent The Bay Club of Naples, LLC or The Bay Club of Naples II, LLC, cannot seek relief Exhibit 2 of 4 on behalf of The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC. Further, Harry Zea, as Trustee of the Rohar Trust dated July 12, 2011 and Myles Alpert have no standing to challenge the status of ?nality of the April 7, 2020 Final Judgment of Foreclosure on Counts I and II as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty as to any of the defendants affected by the April 7, 2020 Final Judgment of Foreclosure on Counts I and as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty; 4. Simultaneous with the entry of this Order, this Court has entered the Amended Final Judgment of Foreclosure on Counts I and II as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty to correct paragraph 13 of the original April 7, 2020 Final Judgment of Foreclosure on Counts I and 11 as to All Defendants and Amended Stipulated Final Judgment of Mortgage Foreclosure, Damages on Note and Guaranty as requested by the Motion. Therefore, that portion of the Motion related to the error in paragraph 13 is deemed MOOT. Electronic Service List Alice Huneycutt John N. Muratides Soneet Kapila Alison Zea Ann Herrington TAYLOR FAGAN Collier E?le Account Alice Huneycutt John N- Muratides Exhibit 3 of 4 Daniel P. Fraser Donald Grayson Peterson Eric David Jacobs Harry Zea Ian T. Holmes Jason Allen Shepelrich John Muratides Joshua A. Haj ek Mariaelena Gayo-Guitian Mark D. Hildreth Paul J. Battista Joshua Allan Haj ek Joshua Haj ek Yasser Lakhlifi Daniel P. Fraser Donald Grayson Peterson Eric David Jacobs Ian T. Holmes Jason Allen Shepelrich John Muratides Joshua A. Haj ek Mariaelena Gayo?Guitian Mark D. Hildreth Paul J. Battista Yasser Lakhlifi Exhibit 4 of 4