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    New documents surface in lawsuit against city councilor

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    New documents surface in lawsuit against city councilor

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    Ewing Lawsuits

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    saundra
    New documents surface in lawsuit against city councilor

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    © All Rights Reserved
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    из 66
    $$ Pinkerton Finn ‘Thursday, September 2, 201605 PM urbe blake ‘The Max = oe “Thankyou forthe response on the aut proposed by Mark» Albert and Mark are in agreement that the aut ‘Should go forward, and begin as soon as pose. They do not believe the audit needs to have board of director’ “approval asthe Manager can authorize. So long 35 Mr. Ewing cooperstaswitthe aust, nd istransparent and “igen in geting Mr and is team whatever they need to ish thelr work ina complete and timely manner, there willbe a stand down with regard toMlng a aw. However, Mak ard Abel wllook to Mit for his tssesament of the levelof cooperation, transparency, and diligence, and shuld they receive unfavorable information, {they wil proceed as appropriate, which may include commencing awsuit “te scope ofthe audit has already been defined. Mar, Abert ad other ult holders have an entMlment to know how ‘much money has been misappropriated sinc Inception. We understand that The Max wl py forthe fst 135,000.00. Proceeding immediately withthe audit seems the only path rennin ouside of tigation. While we awalt ‘your response, we willaskMr. Yo prepare and forward aretention conect to you and Mr. Ewing. LUpon the suance of Mr: report, Markand Albert wil be wing to dscus etlement without water of fy sigs. tary DT DISTRICT COUKTIN AND FOR TULSA COUNTY DrEMMICE coer STATE OF O€ AOA FreED MARK PERKINS, ALBERT CARRILLO, and) OCT 13 206 PARMOREAUESTATBONOUN.LLE, ”) ) tu i, oo ins ; ners : CJ-20.16-03708 BLAKE EWING, an individual, ) . ‘THE MAX RETROPUB,E.L.C., d ‘an Oklahoma limited liability company; ) ‘THE ENGINE ROOMLLC, ) an Oklahoma limited liability company; d ‘ZGERALD ‘THE PHOENIX CAFE, LLC, an Oklshoma ) MARY F. FIT Tite conay-FURSHOF IG, ) wotutematine tay coped} BidieoxDRING cROUN Uk ; ‘otutometentel item” ) Defendant, d PETITION Pints Mask Peskin, Albert Cail nd Perkins Rea Bate Group, LLC (oletivly, “Paitit, for heiclai for rei guna Defendant Blake Evin, ita lls 1. MPs (Mr: Peskin) san Oeaorn resident who resides in Tulsa County. 2, AlbertCanilo(*M,Conlo”) isan Oklahoma resident whoresdesin Tals Conny. 4, Peskng Real Estate Group, LLC (Perkins Real Ente Group") sa closely held aoa inte bly compar, wth itsprinspl plac obsess in Tusa County and Me Peskin te collectively refoned ohren as "Pecking” “Me, Pekin” o “ie Pets Group” 4: Defendant Blake Bing ning’) isan Oklahoma resident who resides in Tosa ‘County. 5. TheMax Reropi, LLC. ("The Ma, isan Okihoma nite ity compan, with its principal place of business in Tulsa County. 6, The Eigine Room LLC ("The Engine Room"), is an Oklahoma limited lability ‘company, with its prinepal place of business in Tulsa County. 7. ‘The Phoenix Cafe, LLC ("The Phoenix Cafe", is an Oklahoma limited liability ‘company, with its principal place of business in Talst County. 8, Fur Shop LLC (‘Fur Shop", is an Oklehoma limited liability company, with its principal place of business in Tulsa County 9, Blue OxDining Group, LLC (‘Blue Ox"), isan Oklahoma limited ability company, wih its principal place of business in Tulsa County. 10, _Allacts complained of herein occurred in Tulsa County, thus, jurisdiction and venue ae appropriate in tis matte. . COUNT 1: FRAUD 11, Bwing is Tulsa businessman who manages and ovis majority positions in several bars, restaurants, ad other entities focused primarily in downtown Tulsa's Blue Dome Distict (the ving ness) 12, , Recently, Ewing and certain Ewing Enterprises received adverse publicity when the ‘Tulsa World nd other nows outlets reported that three of the Bwing Enterprises, The Max Retropub, the Fur Shop, and Legends Dance Hall & Saloon, had filed to pay sate taxes o the Oklahoma Tax Cormission, in the amount of $80,262.38 plus $16,400.35 in penalties, fees, and interest (hereafter, ‘the “Tax Lien Disclosure”), 13. Thisreeltionreveae the tip of thereof hidden massiveats ofmafeasaneeand ‘misappropriation by Ewing in his dealings with certain ofthe Ewing Enteqprises. ‘This Petition focuses on transactions involving The Max, anon certain acts perpetrated by Bwing personally and through his alte egas among the Ewing Esterprises. 2 14, The Max Retropub is an 80's themed arcade bar serving beer and cocktails in downtown Tulsa, It was formed as limited lability company by Bwing through filing made with the State of Oklahoma on January 27, 2010. ‘The Max did not open for business, however until September 10,2010. Inthe interim Bwing raise capital for The Max asparilly disclosed hereafter. 15, Priorto The Mex opening for business, certain Ewing Enterprises already existed in ‘Tulsa, including at least the following: 1, Joe Momma’s Pizza, LLC (“Joe Momma's), which was a pizza pater. b, Boomtown Tees, LLC ("Boomtowa", which designs and sells t-shirts © TheBngine Room, LC (“Engine Room"),an entity whose primary function seemed tobe providing services for other Ewing Enterprises, d. Back Alley Blues & Barbeque, LLC (“Back Alley Blues"), which was a resturant. The Phoenix Cafe, which isa coffee house, 16, Begianingafter January 27,2010, Ewing, as promoter, owner, and manager, 0 potential investors in The Max ostensibly to raise initial capital forthe creation, construction, and establishment of The Max at 114. Elgin Ave. in downtowa Tulsa, 17, - Intime Ewing contacted Me. Carlo, who on April 7,2010 invested a substantial sum in The Max, which amount became the fest deposit in its checking account 18, Atthetime ofMe, Carillo'sinvestment Bwing didnot inform Mr. Carrillo ofhisthen existing intent to use finds raised from Mr, Crillo (and others) fo bolster and support one of more of the Ewing Enterprises, orto otherwise uss Max finds for improper personal benefit. wing intended that Me, Cail rely on this false state of affairs and he did sorely, ois detsiment. 19, For example, on May 4, 2010, treo days before its grand opening, and over four 3 ‘months Before The Max was open for business, Ewing eaused a $9,130.93 check tobe written from “The Max checking account to the order of Boomtown Tees, 20. OnMay27,2010, here was a $7,500.00 transfer out of the checking account of The ‘Mex, which was stated to be for “Joo Momia’s... to cover eredit cad... problem. ‘A. Blake wing’ 21. Like Mr, Canillo, Mt. Perkins was solicited by Ewing to invest in The Max, Mi eskins invested by causing his clsely-held Perkins Real Estate Group, LLC to invest substantial sums in The Max between August 12,2010 and September 3,2010. 22, Individually, Mr. Perkins, on Septemiber3, 2010, aso acquired an owmership interest in The Max Retropab. 23, Uponmakinghisinvestments, Mr Perkins was neither personally, noresthemanager of Perkins Real Estate Group, LLC, informe of Ewing's intent we capital raised for The Max ‘or immproper personal benefit oto support one of more ofthe Ewing Enterprises, Ewing intended ‘that Mr, Peckins rely on this fale state of afi and he dd sorely to his detriment, 24, For example, Mr. Perkins was not informed of the $14,000.00 transfer out of The Max account on June 23, 2010 to “Cover Debt on Joe Momme's,” nor of, any of the prior smisapproptiations such as those alleged above, Nor did Bwing disclose his then present intent to nterprses. 25, After Me, Perkins’ investment, Ewing continned ulliing The Max's checking the futuro forthe benefit ofhimself or other make similar fraudulent transi sccount to spend his parines investment funds on unrelated Ewing Enteric 26, Inadtion, withthe opening of The Mixon September 10,2010, wingeommencel to alo dre fds from the revenues of The Max for his own personal benefit and to benefit be Ewing Enteeptses s showathrough the following, which intended to be only a partial disclosure 4 ‘of facts expected to be more filly discovered through this lawsuit: 27, The Engine Room: This was a Ewing Enterprise, the purpose for which was never {ill disclosed tothe Plaintiffs, and with whom The Max had no written agreement 28, Its Plaintiffs" good fi belief that The Engine Room was wsed:by Ewing as a ‘clearinghouse through which The Max funds were fisudulently redistributed fo other Ewing Enterprises. 29, Ewing may suggest there was management provided by it to The Max, however, at the time of Me, Perkins" investment, and shortly ater the investment of Mr. Catill, each of the Plainttis were provided with a copy of and subscribed to the Ist Amended Operating Agreement ‘of The Max (the “Operating Agreement”), dated September 3, 2010, Among other things, it provided: In addition, for good consideration received by performing his duties as Manager, this Company shall issue and convey to Fwing One (1) Common Unit for every Preferred Unit issued and conveyed to any member. By this provision, and by Ewing's representations to the investors, management of The Mex was to ‘be by Ewing and not by or though a Ewing Enterprise. 30, In fact, Ewing was given a full $0% ownership interest as sweat equity, in lieu of| ‘ash, for managing The Max. Despite this provision and forno disclosed reason, wing caused the {ollowing transfers of The Max’s funds to the Engine Room: (1m 2010, at least $21,015.00 of The Max’s funds were transferred ta ‘The Engine Room, @ fn 2011, at Least $89,999.99 of The Max's funds were transferred to ‘The Engine Room. @) 2012, at least $46,850.00 of The Max’s funds were transfered to The s agine Room 1203, at east $39,485.00 of The Mans funds were tenferred't0 The agine Room. (9, 1m 2014 at east $52,078.53 of The Max's fads were transfered to The gine Room. © 1n2015, atleast $69,024.44 of The Max’ funds were transferred were written ‘to The Engine Room: (1) Thus, from 2010 through 2015, The Engine Room received at least $518,452.96 fom Tho Max for mo usted purpose 31, Joe Mommas: In adn tothe testers of funds to Joe Momma's refered to above ving caused atonal antes of The Ma's funds to Joe Momane’inclding $4953.10 an September 23, 2010, nd $2,947.08 on Api 3, 2014 32. On July 8, 2015, the interior of foe Momma's was destroyed by a fe, It has remained losedsince that dt, Nevertheless on August 12,2015, Bwingewuseda $1,651.54 check to bewrttenoatofThe Maxacount to Hoe Mom's non Fsbrary 12,2016, another 4,000.00 in Mi funds was transfered to Joe Morne, which had Ben closed since it had been desroyed bya fire str months previous. 33, Inaddition, on January 12, 2016, Ewing caused a $16,746.99 check to be written out of Max funds fo the onder of Serypro Fre Damage and Restoration Compan. On January 1 2016, Servgro wns pid antherS2,409.98 outof The Maxaccount Unlike Je Momma's, The Mas ‘has not been damaged by a fire, 34, ThePhoentx Cafeisanther ving Eaters tht hasreceivedamunknowmatount of The Max's funds. Asone exemple of the modus operand ofthe Ewing Enerprises, on June 29, 6 2016, the Oklahoma Tax Commission shut down The Phoenix for the nonpayment of sles taxes. Shorly thereafter, The Phoenix was reopened, likely with the help of Ewing's $6,000.00 transfer of, ‘Max funds tothe Phoenix 35, Fur Shop is another Ewing Enterprise thethas received an unknown amount of The ‘Max's funds. It is Plaintiff" good faith belief that The Engine Room was used by Ewing as 2 clearinghouse through which Max funds were fraudulently redistibuted to other Ewing Enterprises. Forexample, on May'21,2015, Ewing caused a $5,000.00 check tobe written to The Engine Room ‘out of Max funds, On that very same day, a $5,000.00 deposit was made into the Fur Shop ‘account by the Engine Room. 36, The Max ownsno realestate. Despite this Fact, Ewing, to benefitone or more ofthe “Buving Enterprises, caused checks tobe to paid out ofthe checking account of The Max tothe Tulsa County Treasurer, ineluding: $5,635.50 on July 22, 2011, $3,356.34 on December 20, 012, and {$7,406.22 on August 26, 2016, 37. Inaddition to the above transfers, Plaintiff, through examination ofthe checking accouin of The Max believe further significant funds were eaused tobe transferced by Bwing for the bbenefitof the Ewing Enterprises, the fll extent of which ean only be determined through discovery. "Ewing intentionally concealed from Plaintiffs the misappropriation of Max funds, to thet detriment. ‘38, Further, Bwing caused expendituresby The Max forhis owa personal benefit, These ate at least partially shovn on the attached Exhibit A, which details charges at various restaurants, ‘8 stations, furniture slores, baseball games, bars, hotels, artes, veterinary clinics, musical instrument stores, bicyele shops, bookstores, consumer electronics stores, auto mechanis, flower shops fast fod chains, movio theaters, yacht clubs, skate shops, and other businesses, Its believed that atleast 41,235.77 n The Mas funds were used by Bwving fr improper personal benef in dieet violation ofthe Oklahoma Limited Liability Act 39. Ewing concealed ll of the above transfers and expenditures ftom the Plaintiffs and provided to them financial statements that were fle and failed to fly disclose the fraudulent teansfes alleged herein. Fwing intended that Mr, Carsilo and Mi Petkins rey on this alse state of srs and they did so rely, o thelr deviment 40. In making ther investments in The Mex, Mr, Carrillo and Mi. Peskins both relied ‘pon an offering czeular provided by Ewing, true copy of which attached as Exhibit. Ewing intended that his offering circular be ried upon, and Me. Carll and Mi Perkins did sorely on the cirouy, to their detriment 41, _ Amongothe things, theofeing circular provide the following representations, cach of which Bwing didnot intend to be trac shove bythe actual fos that cecued as et forth treater following each representation. “In alls operational processes, The Max Retropub will benefit from the Alret, relevant experience of is ovmerlopeator- award-winning businessman Blake Ewing, proprietor of Joe Mommas” The tue fics were tha ing never implemented nor followed the basiness plan, b.“Checksigning authority for he general operating account will be the sole duty ofthe managing embe” The tue fects wer that Ewing directed ohersto write one or more ofthe checks and transfers alleged above, ineluding bestowing signture authority on Max accounts {o individuals who were not Max employees. . © “The managing member also will be iesponsible forthe timely preparation ‘of niontly inancial statements including monthly profit and loss and balanoe sheets.” The tie 8 ‘acts wore that Bwing rarely provided timely, and never provided securate financial statements, 4. “A primary method for promoting The Max will be through “guerilla” or social marketing, Utilizing online social networks like Facebook and Twitter will allow The Max to get the word out about the pub and its events in relation ways. Well-planned promotions ean casily “po vil” via social networking and “buz2 tools. And these value-flled tactics will very ‘minimally impact the marketing budget.” Although The Max was marketed through social media, [Boing feaudulerly paid either himselfor other of his Ewing Enterprises exorbitant sums to perform this extremely basi business tak, e “Punding will be used to fulfil the projected capital budget requirements as ‘explained in the Financial Projections section.” ‘The tue facts are that Ewing never tried to Flfil the projected capital budget requirements and diverted capital and revenue tohimselfand the Ewing Enterprises as alleged herein. f “Current financial projections indicateasetumon investment in essthan to ‘years with an average annual return on investment of oughly 50 percent ater taxes.” The true facts ‘were that while a retum on investment did not occur within two years, the return on investment ‘would have been sooner, andthe annual retums larger, had the alleged defaleations not occurred, 42. Moreover, the opacity with which wing interacted with investors conceming ‘company business and the delay in investment retums caused by the fraudulent misappropriation, compelled Perkins to limit his exposure by selling nearly 10% shares in The Max to partner, Chis ‘Mattes, on March 15,2013. As aresul, Perkins suffered additional damagesat every dsiibution between March of 2014 through present day. The calculation of damages to Perkins Real Pstate Group should be premised on the fll interes it intially purchased. 43, Through theabove-allegedacts, cech ofthe Plaintiffs has been damaged nan amount 9 in excess of $15,000.00 44, Forthe acts alleged, punitive damages shouldbe asessed against Ewing. 45, Fach the above Defendants, The Engine Room, The Phoenix Cafe Fur Shop, and Blue Oxare dlr egos of wing, and therefore, cnt nd punitive damages for fad assessed ‘against Ewing should also be assessed against each of the aforesa 46, Following the Tex Len Dislosur, the Pints, pon tbr demand, were st rovied the bank sitements for The Mix forthe years 2013, 2014, nd 2015, 0n August 1, 206, and forthe years 2010,2011, 2012 on August 18, 2016, at which point time they wee fi put cn tie of ving’ fa, ths this ation is ot tine-bared under Oe Stat, 12 § 950A). 47, Subsequent tothe Tax Lien Disslosurand fr Mr, Pekin stepped forward to pay ‘paid insurance of The Max, Ewing claimed to have ifs $100,000.0 nto The Max. Any sich syment was an aimission ofthe fu, misappropration, and conversions Bing had mae or ‘caused tobemade of The Mex’ funds, was infin! o make up forall of the defections alleged hotin and id not absolve Ewing ofthis ability for is wrongful and fandulen es cH pms bury. DUTY OF LOYALTY 48, Paragraphs 1-47 above are hereby incorporated by reference as if filly set forth hressin 49, Ewing, ag promoter, Manager, and majority partner, owed a fidetary duty tans investors and partners. Ewing, ineluding but not limited to his setions referenced above, breached his fiduciary duties and duty of loyalty to Plants thus causing each ofthe Plainfis damages in an amount in excess of $75,000.00. 50, For the acts alloged, punitive damages should be assessed against Ewing. 10 SI. - Each ofthe above Defendants, The Engine Room, The Phoenix Cafe, Pur Shop, ‘and Blue Ox are alter egas of Ewing, and, therefore, actual and punitive damages assessed against [Ewing should also bo assessed against each of the aforesaid. COUNT3=MALICIOUS WRONG 52, Paragraphs 1-47 above are hereby incorporated by reference as if fully set forth berein. 53. wing, including but not limited to his actions referenced above, committed a rnliious wrong against Planisn thats actions, were intentional and celle inthe ody course of evens to damage, and which inf, damage another pesson’s property ora, thus constituting malicious wrong, under Mangum Bletric Co, . Border, 1923 OK $47 and Palo People Lease Corp, 2010 0K CIV APP 4, ‘4, Phim pray frac damagsinexcessof875,000 00 ach and punitive damages grins Ewing fori multiple wrongs allege 55, Eachoftheahove Defendants, The Engine Room, The Phoenix Cafe, Fur Shop, and Blue Oxae alter egor of wing, and, tharofre,atual and puntve damage assessed agaist Ewing should sso be assessed against each ofthe aforesas. INT4= ACCOUNTING 56, Paragaphs 1-47 are hereby incorporated by reference as if filly set forth heen. 57. _Asnotodsbove, fds belonging to'The Max have come inf the possesionof Ewing and his alter gos, for which he hs not aeounted. fn sch sreumstanesa trust celtonship arises by operation of aw, end Bung required to secount forall fds of The Mex. Moreover, in is capacity as Manager Ewing owes a fui dy to the Plats which frtor requires him to sccounto them, Pints pray that the Courtenforce fullandcomplet accounting berendeted by Ewing for his actions as Manager from inception of The Max tothe preset. COUNT 5 DECLARATORY JUDGMENT 58. Paragraphs 1-47 above are hereby incomporated by reference as if fully set forth heed. 59, Adispaleexists btyeenthe Plantffsand Ewingeoncemingtherighisand ibilities ‘of Ewing under the Operating Agreement, Bach of Paints ask the Cour to determine that ing thas no tight to indemnity for any of his actions as alleged herein under § 7.04 of the Operating ‘Agreement, and that he should be terminated as Manager of The Max. Indemnification forthe acts alleged herein is also disallowed under 18 OS. § 2017(B). 76. 10) 60. Paragraphs 1-47 above ate hereby incorporated by reference as if ally set forth hein _ 61, Bach ofthe transfers of funds out of The Max alleged above for the benefit of Ewing and the Eyving Enterprises constitute a conversion. No demand need be made on The Max to have it pursue claims against Ewing for such yes, because such demand would be file. Ewing owns ‘more than 50% of the units of The Max and controls it as the Manager, therefore, he lacks the requisite disinterestedness to determine fairly whether the corporate clit should be pursued, and, consequently, a demand of The Max to bring « claim is further excused, Ia the event judgment is not awarded against Ewing under Counts 1, 2, or3 in the full amount ofall damages then the Plaintiff, suing derivatively, demanel judgment on behalf of The Max forall ednverted fonds, (COUNT 7. DERIVATIVE CLAIM - FRAUDULENT TRANSFERS 62, Paragraphs 1-47 above aro hreby incorporated by reference as if filly set forth herein, RB 63, The transfers alleged above to one or more of the Bwving Enterprises constite Fraudulent tants, No demand need be made on‘The Max ove pursuectaims against ving forsuchacts becase sch demand would be fii, Ewing owasmae thn 0% ofthe units of The “Max and controls its the Manager, therefore, he lcks the requis dsintretedness to deteniae ‘avi whother te corporate lain shoul be pursued, nd consequently, demand of The Max o Inga claim fre excuse, Inte event judgment isnt awarded aginst Bwing under Couns 1,203 forthe amounts ofall wrongly transfered funds, hen the Paint, suing derivative, stort vil playa key role in our pricing strategies. The RelroPub wil offer 2 large menu ofnon traditions, partyin town. People need a place to get together and pay nd we wll mako The Maxthe citys “mest happening” (eral Aa unique venue to do just that. rr-alcohalic mixers to | combine wth houso liquor. THE SCENE ce CR ea a de i Mt sane dared slic) rr ‘Some risers lhe entertainingly delverad "dive" bars But the overall atmosphere will via ou vintage house ICEE machine. We still prosent itself as ight an fun to remain rixersliko Jolt Cola, consistent with ou pricing strategy. ‘And tein theres playtime. Centra to ‘0 wil offer uni So's unami Orange Cream or Jonas ‘Apple Soda to blend with house sum, vodka Tho Max theme isis lage selection of cin operat cassie rade games, such a Pac- or tequila [Adging tothe festivity willbe the house Man, Galaga, Golden Teo and Skee-Bal Petrone wil be incentvzed to play because, by doing +o, they eam ickets/eoupons for food and drinks, Meanwhile vintage juke willbe outgoing, expavenced.and wall: boxwe be filed with 80s and "0s hits, and practiced in “lait bastending” skils—Iika the arcade-pub televisions willbe set on juggling botles and blowing fe *RatroVdion” mode, ‘Connoisseurs offun ead food, too, Also, The Max wi ‘Aod we want customers tostickaround host varity of, and play. While basic and —Hko our lve music events, vefood menu video game sin—atrasheanstyle punch ck ‘hich wile sered n'a complmentary commemorative plastic yp. Bartenders ‘cocktie—unpretentious, putsacustomersatisying wistonbar tournaments, fare Foritems tke The Max’ specially chil hot dog eating logs hot doge and nachos, for instance, “contests and *gpurmet”-quslty(.e3 tut dumped regular therne sVingrecentswilbe carefuly partes to lve fon fooma: preppedin-house. And items tke d ‘queso and tho warm and toasty pretzels wil and cukivate be homemade. excitement ‘Acelebraion ofthe 1980s and"90s, throughout ‘The Max sti theyesr dlborate and pokshod than comnan ive décor wll be more oo ee S Oa Cec ra Macca) aero se wee ne Crea) no seared fo inks: (SHC Srey OF Sale Cresoncal Cane Jolt quite the same again, i Busines Location, Location, Location ‘Much ofthe buzz in Tals contors around the grovah an Since 2004, vera developments have thrust the once-dormant urban core back into the pubic eyo—ceating exciting Irmpiations for The Max The City of Tulsa's Vision 2025 native vat designed to bolster tourtsm and attract large, national. callber industos and businestes to town. This iritative helped prompt projects lke constuction ofthe 18,0002 BO arena and the now downtown ballpark, renovation of the cxent convention hall faites, establishment ofthe Jaze Holl of Fare inthe restorad Union Dep o and large allocations of grants to foster dovntownetving ‘athe publ sector has topped to the plate to nvestin downtown, s0 to has the italiaation of downtown. private sactor ond to an amazing degree Several now restaurants and cubs have ‘opened or ae inthe planning stages; anew rt-deco-themed muraum is inthe wks and major investors sre pursuing huge pots of downtown roa estate Ss Evironment ( Meanwhile, developers ae actively engaged in overal newts and residential projets, and they are aggressively renewing bightod and empty bailings within the city inner loop. There also is intrestn roating more publi transportation options in and sound downtown and midtown to help make travel ln anel around the city's core easies Indeed, Tulane are watching ret achsting their atthudas as downtown rap traneforme is Image rom simply work cletinaton into a “work ve, play and stay destination. And with each sucessful venture, the confidence and excitement of the pail grows. Because The Maxis designed tobe one of Tuan premier places to pla. itis important that it meets its key target market whore thoy ae and locates near a lage group of potential patrons “Thousands of people work downtown, ino and ( crs re often looking for a unique place to go asa group. The Max vil fil that reed, nat only because it oflors people value and quality fare, but aso because the cade pub delvers 2 tui diffrent experiance, Complement Vs. Compete art venues and bars curently surounding it ‘Aditonaly, the unique areade-pub inthe Blue Dome and Brady distr concept makes The Max more of Ithas taken tna, but we baliowe that complement o—instoad ofa competitor as vate investors place thle ath and vith -suroundling bisinesses. AS such, dors into the area, larger developers ancl The Max's posoned perfectly totake companies ill become even more enticed toiscover Ts, Tho Maxplars tobe 2 proud contributor amid this ronaissance as advantage of foot trafic thatthe new ballpark will generat a wel ss foot akeady produced by the several restaurants, wells aboneficiary oft Ea ; TG a ae Oa ae Eempting specialsi Tulsa's oun Marshall Market Details an ‘A-Ha’ Moment: for Downtown The Mex RetroPub capitalizes on rule teends and pincplas not fly addressed in tho curent downtown marketplace. long with value, The Max offers inovation— inclucing benoit that wil esonato onan ‘emotional lovel—to a markotin need of more solutions and atrnatives. Alt The Right Moves Max RetraPub primarily wil focus attention on the young-adult and adult-age markets o# 21.40 Many downtown bars target these came demographics But ew or none offeran appeal thats simultaneously “niche Fo" and specifi, the colo 1980s ea) yotso broadly approachable init pplication. Indeed, most everyone who i of drinking age indirectly connected at some emotional level to the 1980s and/or early toil 199, Seemingly more than aver, people ae omentiting the “spect times oftheir youth, Nostalgia reigns; and The Max arcade rib wil capitalize, By richly turing up the volume on anot-so-cistant, yet clsinty- bygone er, the arcade pub will prove liect emotional benefits to patrons at a level surpassing that of ather bas. Marketing principle tals us that hen a THE SCENE: |Preteyreern re Cetin Cee tear rea sv ct b ‘ometional lave, that businsswillenoy 2 great advantage, and itcan rather quikiy dovelop a very loyal folowing. Customers of The Max wl ate iminediatly tie décor and entertainment, including its large sloction of crca-19605 arcade games. Tho RetoPubs youngy ‘ustomers, meanwhile, wil enjoy the novelty ofthe clasie games aswel as some more ‘amen arcade offerings ness connacte with ts customers on this Just Wanne Have Fun Research ae tall u thot the curent young adult generation —more than over—secks to organi their social interactions around steuctured games and etvties. Indeed, The Max osoles a question central fr our mmarkot. Thats “Whore are we going to play arly play) ater dark (Our market alo wants great dink and atmosphere to go wth thar sodaiing, So, it willbe our contiring goal to make The Max an authentic “party exparinco" fo! guest ‘one rooted in value, great beer superb ‘cocktails and te patiipatory fun. More than Justa retro pub with gamos, The Maxi be ursvaled a a pce to take a date, meat co workers or catch up with fiends a 4 Crowded Houses ‘Asnoted, the unique endonment of The Maxprotecsitsomenhat rom headto head conpetiton with other nearby venues. ‘Also, the Blue Dome nightlife scene fan expanding marketplaco—one in which, together legitimate businesses create more {oct trafic fo everyone. Compatitors, yes bout they also ae ales, each soning 25.8 ‘complemant to the ethos. Sil, ona general level, other bars/pubs Inthe aea will compote for customers” entertainment dole especialy those in the linmedate vicinity. Bars located withina block of our location ae: MeNelle's Pub—a largo sh themed put with Tua largostboor selection. Its gare room features shufleboard, pool and darts and ik often filed 12 overfiowing Dirty's Tavern part of chan form Siillvater tappeatstoa blue-collar cond offers 2 fow poo! tables and noun for its ect andl country bards ‘Aeni's Bar—2 very small rish-themed pbs it boasts Tong history and loyal service incsty employees following, Tiny Lounge-a srallswanky clo bar It offers wor few tap beos but several cocktails and a patio fr fleweather overflow ‘Of there, only MeNli ofa any food. ach offers beer though not alnaysa good vatey on tap). But no other establishment willbe able to compate with The Max selocton of else games, cocktals and Ingenious signature mixed dink. Othor aspocts that will at The Max apar will include: our simple but-"gourret” food menu, our performing bartenders, our many themed avons, our relationship tothe aver vinsing Joa Mora ostaurant, and our indomitable 1980s le lai ‘The Max: Beyond The Dome Nea ive-ontrainment venues ike Cains Baleoom, Brady Testo the BOK Cees and new ballpark are Hely to atract _dltional custome to The Max. kxstead ‘of choosing cancers orbalgamesin feu of chinks, cstomers are more likely o want 0 rect endl for eink boforean event ancl orgoout to adult sfcade-pubsrestawrants rriles amayin South Tulsa (2, Dave and Busters bocause of geography and other factor itshoukd not lle our customer base, Er The ae : Marketing Strategy ( Back & To The Future interactive contests and tournaments and Simultaneouily ooking fontard and 189 to personaly ite people to the RetroP Ub. ‘degra back to the'80s, The Max concept th, The Max azo wihost Titer will blend a theme of yostexyoar together i, special themed events ‘ith todays powerful and forward-thinking featuring liv muse and great beer special rmaeting ates and tatoo The Max ays wil bo seoking new methods and opportunites to meat guesis A Secret 0f Our Success facet face, 20 wo can ngage tern primary method forpromoting The practically and peronaly As ng asthe Maxi be trough “guerils" orsocal marketing approach focuses on bling mmateting Utliingonine social networks eationships and responding to astomer Ike Facebook and Taitr wi stow The needs and desires, our communizations wll Maxto get the word out aboutthe pub and continue tobe effective. its evens in olationat ways. Wal planned promotions ean easly "go via!" via social Clubby E-mails & The News networking nd "buz2 tls. And these “The Max will work to bul @ potent customer database and to create an active e-aland | texting club. Guests wil be encouraged to joln the eb, and thoy valu filo tactics wil very inially Impact the markating budget Theo Max al use sail networking tool to regulary promote ‘upcoming events-Ske Crete are Cros a tiaccalursar ee Cr Lek tan ony Crowded Houses ‘Asnoted, the unique envitonment of The Max protects Itsomanhat from head2o- head competition with other nearby venues. ‘Aso, the Blye Dome nightlife soene i an ‘expanding markstplace—onein which, together legitimate businessos crete more foot tafe fr everyone. Competitors, yes but they azo ae ales, each soning os 2 complement tthe othors. Sil, on a general lve, other barspubs 122 wll compete for custome entertainment dollre—especialy those in the immediate vcety. Bars located within block of ourlecation ae: [McNolo's Pub-—a largo irish-themed pub with Tule’ largost beer selection. Its game room fetes shuflebourd, poland darts; and its often filed to overfoning. Dirty's Tavern—part of chain from ‘Stihter appeals to a blue-collar ‘rom offers afew pool tables and is now for ts rect and county band ‘Amle's Bar—2 vovy small ishthomed pubs. I boast a long history ane! loyal sence industry employees following. “Tiny Lounge smllwanky clive bar. It offers very few tap beors but soveral cocitait and a patio for fa-weather overlon. ‘Ofthese, only MeNolis ofars any food. tach offers beer though not alays a good vatlely an tap). But no other establishment willbe able to compate wth The Max selocton of dasse games, cocktails and Ingenious signature mixed inks, Othor sepects that willot The Max apart will Include: our eimple-but'gaurmot” food menu, our performing bartenders, our mary themed avens, ou elatorship tothe awardswinsing Joe Memmals restaurant, and our indomitable 19805 fat ‘The Max: Beyond The Dome Nea fve-entotanrent venues ke Gains Baloo, Brady Theater the BOK Center, and naw ballpak—are likly to atract adetional customers to The Max. stead ‘of choosing concerts ot ballgamesin leu of dink, customers ore mee ily to want to meet tnd for nk before an event nc ‘or go out tagether afterward. And while an adult area pubestauratislosted several niles ayn South Tula (.e, Dave and Busters), because of raphy and other fectorsit should not affect ou customer base See nn i ca By (eh Marketing Stratequ Back & To The Future ‘Siuitanecuty looking frward and 120 degrwes back to theBDs, The Max concept will blend a thorn of yasteryoar together * with today powerfl and forward thinking roatkating tactic and stratogies, ASecret Of Our Success A primary method for promoting The Maxvillbe though "gues or social ‘marketing, Uixing onine social networks like Facebook and Tota wil allow Ths Maxto get the word autabout the pub and its events in roatonal ways. Wall planned promotions can easly “go wir” viasocial rotworking and "bue2" tools. Ard these value filled tacts will wry minially impect the marketing budget, “The Maxi use social networking tools to regulary promote upcoming avant interactive contests and touameintsand to personally invite pope to the RatroPLb. [Every month, The Max aso will host Titer parties—thot, special themed events, Teaturing lve music and great boor special “The Max slays wil ba sooking new methods and opportunities to meet quests face toface, so we can engage them prectialy and personally. As long asthe marketing approach focuses on bulking relationships and responding to custome reeds an des continuo tobe effective clubby E-mails & The News “The Max wil wort bul potent customer database and to ‘create an active email and testing cb, Guests wil ‘be encouraged to jon the dub, and thoy sll ceive monthly emails and/or weekly texts about coming events and specials They ao wil eave peel coupons and scounts, The database willow the pub to directly aret eal to people who have ‘keady visited The Max—people wo can become engaged as "recommends." Spocial events will help buld excitement and atract media attention to The Max. The arcede-pub wll host monthly gaming tournaments a wel 3s fundraising hotdog eating contests, These events wl underscora The Max unique brend, snd = = they constitto MORTAL KOMBAT TOURRY) siqnitcane part ofhow we wil ntoract dewey wth the community The Max ako vil promote its events via press releases ‘and news alerts to prompt earned ree) media across channels including print, tadlo, the blogosphere and TW Addtionally, The Maxwabsite wil be optimized for internet search engines. When UTW Talks, People Listen Tiaitonal advertising will bo used as 9 supplement to other maiketing ofots. The Max will use less expensve pint macs options, ike weeliy changeable ad in Ubon ‘Tulsa Weekly Tho UTW is fee publication featuring editorial and reviews about local people places, entertaiament and evens. ‘ewiely read by The Max’ target auclence, Other advertising wi con an event by-event basis ye ured ae nocessary The Right Stuff Max RetroP ub wil cra ‘environment that makes customers want souverits, So, house-branded cups pint lates, shits, and moro willbe developed for The Max as saleable merchandise and promotional took. the sort of Ik Works Hard For The Money Asnoted, The Max ill employ soreral low-cost, sola networking and PR tactics at awareness tool and a moans to complement vadtional advertising methods. This sot of integrated marketing strategy vil yekd masa bon every promotional dollar Specialy the RotPulb vill devote about 5 percent of ts total budget for advertsing/markating foe Financia Projcto form cto stay ites) ce pena 8 Gvzh any iG maaan eee | Sac on Operational Plan Maier League Leadership and experonces ofthe restaurants ent Inallits operational procosses, The management teams. RetroPub wilenef om the cect, Fivo years of hande-on, successful ‘elevant experience ofits onner/operator—_estauranthospltalty experience has wel ‘svatd-niing businesiman Blake Ewing, prepared Ewing. He has developed what he proprictor of Joe Mammals. Duingthe believes to be a very solid plan for ensuing annua Tlsey Awards coremony the success of The Max. The Information ‘on Nov, 20, 2009, Ewing was ~ hat follons outlines th jnal plan ramed both the 2009 Tusa and its processas. These protocols alo Fntrapreneurof the Year and ae dasigned tobe flea, so they the 2009 Restaurateurolthe Year. Wage can evolve and be everesponsivo to any ‘Athis exiting restaurants, __siencurontmaket conto, winged the effort to establish sound guidelines by which to conduct doyto-day Tulseys ore 1h outgrowth of the May Entrepreneurial Spirit Ria Aware, a businese-model Poles competition that attracted! systems and procedures wore adopted and of Joe Momma's Pizza, documented received the most vor sing the : combined ae Prana tat valent te Mel Ciera teem a sist Recruitment & Training ‘am, saven days a eck. (Note: The Max ‘The Maxwillomploy approximately Sve could ultimately develop to include noon- people. Atime-tested, comerchersve time service, But that would not happen interview process wilhelp ensue thatthe nti wo establish that ou limited ment pubis staffed wit highly qualifed people. could support a downtown lunch crowd) Each applicant willbe rated end evalsated Tho Maxis designedso each shift canbe cording toa pre-defined sat ofstandards. operated by just one person—or upto five Background checks willbe conducted. _—_people—ifned be Tis flexble design ‘thorough taining progrem has allows staffing to be adjusted accoxting to been created fr bartenders they wil ‘arent business volume bbe provided training material ae walls Due toislong hours of eperation, The personal inctuction. The entre staffwil — Maxwillemploy multiple shits daily The bbe expected to have a background in manager will post a echedula every WO ‘bartending. but The Max wl till conduct weeks, In order to maintin consistent traning aecording ots nn igorous laboccost controls, the schadule wll standacds of sence. Training manuals wil be writen soit allows management to reflect those unique requirements Increase of decrease hourly labor according O ‘Alinevly hired personnel wil be to sales volume. N instructed in customer service safety and Management wll use operations health avs in adelton tothe job functions checks to vei that ench shifts property ‘ofthe position. In adeition, bartende prepared for and to ensure The Mox’s willbe zked to perform *Rairbartending." operational standards are followed before, Soi important that they hava training during and after work shifts, Every shit inatleast somo ofthe ars oftorsing and change will equire cleanup, estocking and spinning bottles, preparation. Allmonies wil be sited at the endl af each sift. The closing shit il Daily Operations & Production —_involo designated losing duties that vill Consistent with bars in the ates, The Maxs leave the pub clean and fly prepared for dally hous of operation wile 2 pam. to2 theres day's opering cro li Wang Fe feet eat EGU cite fee Rosy ee ae ce eS fics yah oR eS eareua Meye) ple Operational PLAN continues) ( Menu Guidelines: Tho food manus Management at The Max RetroPb wil ory simple, but tl feature suporor practice sound operational procedures Ingredtons. Its designed to allow toprotect ventory. to contol costs to __pteparation to take place ahead of time: Proper labeling and rotation Management Controls ensure product quality, and to provide top ite sence, The Moxs bottom line techniques, accempanied will anatt greaty femal the following _byampl storage fectites, ‘management controls wil ensure that bigh-qualiy, prepared produit is ‘A POS Systems: We have carefully sufcionl available to ‘evaluated and esearched available meet demande during systems to select POS systom that best _peakbbusiness hours meets the need of The Mak. The system Replenishment sofvore willbe configured with requistion and ongolng controle—which orcs food and beverage items to be ragiterain the system before they can be prepared. Requisition printing has proven to reduce cost by up t0:3to-5 percent. The POSsystem also Fi ees vl halp regulate the flow of ier ec Tiaes ance and tem-propsration, Buin TECHNOLOGY cash controle wil help to track sales ancl receipts. The POS system alo wl rack time and attendnce, thus allowing ‘management to accurately evaluate productivity and labor osts talline. ‘preparation wil continue curing offpeak _ordoring and to ensure product delve, Bisiness hous If he ragular suppor cannot deliver necessary product ‘Scheduling: Monagement wil adopt scheduling system that expeditas (Order Guldes: Tho business wll use an the preparation of schedules, rellects item specific order guide to ack order icipated labor budgets and eps to history and maintain designated ewes of regulate labor cost. prodactin inventory Operations Checklists: Tho pub ill Weekly Reports: Management will be managed wih the use of various conduct wey inventory to determine checksts. Consistent use of checklist il valuotion fr uso inthe preparation of halpto maintain qualty while ensuring weekly profit and loss ports that established protocols fllowod. Stal il use checkists to control several Dally Inventory Tracking: Daly inventory fuetions customer service, purchasing, _wilbo taken on specific tems, Maverment receiving, storage, preparation, cleaning, willbe compared to soles data to onsure shit changes, opening and dosing. designated products ae properly accounted for, Particularly na pub ‘Supplior Selection: During t setting, tis important secur measure soveal years, Blake Ewing has established helps protect against theft. relationships with qualified supplies These vendors will provide reasonably Cash Audits: Menagement wil conduct priced product for The Max Product wil periodic cash aucts fr al cashier be deiored according a schedule that stations. Surprise shift audits ae on benefits the business, Alternate suppliers elective tot to determine cashier” wl b idertie to provide flexbilityin bartender undersinging. feed ae Naa ae ee) ous at ploce SSCA lenis eau eata nae Crea Matera ue tas : Beerational PLAN ccontinves) ( Video Surveillance: Video surveillance vil be implemented to monitor The Max ancl deter rime. Cameras ill ecord and transmit the footage of restaurant ‘actvitis via a secure website, The Moc RetoPab Vion partyin bockbut att bases | wpton. Safety and Lisbilty Reviews: Management wil perform periodic sooty and lablity assessments to holp ensue that employees and guests of Tho Max ars kept safe fom potential dangers and arrfl uation. Regular evaluations ll cover topics ike alcohol awareness sues, omployee relations and guest reatment. ‘These messures ao wil help guavantee that business partners" investments are ot put tri Administrative Systems In addition tothe aforemantioned management control, he following adminitratve systems will bop secure The Max’ bottom ne Daily Cash Control: Saas and recoipts recorded bythe POS system willbe compared to actual cash and erect card deposits on a dally basis For accuracy, monthly totals willbe compared to actual profit and loss (PRL) statements ‘A Weokiy Prime Cost Report The manager will prepare a week report that shows the gross prof margin aftr costo gaodt.eold and laborcost have ‘how:the games and th cy tcc ian Oe ‘been dechuctod from the sales reverue, The prime costis the single most effective measure of ‘management abit to operate the pub. Weekly monitoring willow | for cwick reaction to | adverse cost ratios. Purchasing Rocords/Payable The companys controller ull proces and record invoices ‘and credits day. Report dealing cash expenditures, payments by chack sheets. To hop and accounts payable transactions willbe accomplish thistask, ready available, Checksbursements The Maxi omploy willbe prepared by the contlloc ookkoaping sevice. CChecksigning authority forthe goneral operating account willbe the sole duty of Payroll Processing: the managing mombex Payrol checks willbe issued bi-weekly, The controle wlan ‘Accounting systom/service: Tho reports rom the time and attendance managing member als wl be stem, make any necessary adjustments, responsible forthe timelypreparation of and prepare fr tansler tothe payroll monthly financial statements, including system, Payroll be procassod by 2 month profit and loss an balance teliable payrol sevice, Investment Analysis Modeled With Built-In Multipliers lvestmentin Arie Bay LLC (The Max RetroPub) fs not simply one short-term investment into one establishment ts an investment that holds great promise aid residual dvidend distributions a8 well as tho possibilty of even more substantial renards ifthe company model is eproduced in now locations and the business expands Funding Options. itis the company’s goa to cate captain ite emicaty ough equity imestnent. The ‘option of alternative financing methods ieavoblo andvllbe pursued asa last resort should efforts to reise oquity capital Lliately prove insufcint. The folioning table's shown asa possible xample of financing “The Max RetoPub concopt is attracting signifcantietorest Akeady intrested pontes have pledged nearly $25.00 of equity capital thiough tade services, such a design wod and architctural construction Contributions & RO! Funding willbe used to ffl ho projected capital budget requirements 2s explained inthe Financil Projections sation ‘Adjustments tothe amount of funds ‘needed by each source maybe necessary in the event of unforeseon circumstances. Curent financial projections ndicato ‘a retum on investment in os than two, years with an average annual return on invostment of roughly 0 percent after taxes. The uniquo nature ofthe financial rangement allonsallmersbers to continue to reap vdend fom the company for a long 0 texts or until they chooie to sel theieshares. Naturally as the business grows and systome ae tightaned the company will, become even more profitable, Futharmoce, _asthe compan grows to newrlocations, ‘Accade Bag, LLC al continue to be the parent company fr the business and so Investors will prof eet from the long term growth ofthe business —_— From: Bike ving Sent: Thureday, July 28,2016 1228 PM To: ‘Aber Chis, Mak Subject: The Max Gentlemen, ‘Tm sure you're concemed about what's in the news regarding the business. Fist, the tax issues atthe Max are ‘minor and are due to mistakes caused bya lack of staf, not lack of funds. We've spoken with OTC and are resolving the issues. ‘As forthe company financials and dividends, etc, we're working with our new bookkeepes to gt those caught ‘up. We met with them eacier in the week and are on tack to get financials in working order. They'l then be the ‘ones to send them out on a monthly bess, once were caught up. Until the, Tm making sue obligations re met prior to setting on a distribution. “They have al of my company accounts, so its abigjob, but theyre making progress. The decison to outsource thas been a good one and will result in more consistent situation moving forward, “When their work is done, well schedule @ meeting to discuss the state ofthe business and get eaught up with cach other, {apologize for eny stration this issue has caused and am optimistic wel be on more solid footing shortly, ‘especially with the sale ofthe restaurants, ‘We've spent the last several months fixing issues tht have persisted for years in the company and have begun the process of streamlining our operations. 'm confident that our managers wil attest fo the improvements inal reas of communication, administration, marketing, etc. in recent months. This issue with the tx thing is ‘unfortunate in general, but its impact on The Max will not be felt end will be resolved without incident. “Thank you for your patience, I'l look forward to meeting with you all soon. ‘Thanks, Blake hike Bwin —_ Bethany Friday, October 14,2016 8:10 AM FW: NOTICE OF CANCELLATION The Max Noticespat Importance: High | Mark. ‘Wanted to send over the attached notice of cancelation forthe general abit and Hquoriabity polices. You can call {na payment to 1-800-837-2521 and reference account lease note payment of $1,169.68 must be received BEFORE 10/35/2026, Or f you would ke, callme andl an make a payment online for you. Let me know you have any questions or need anything else. ‘Thank you, IMPORTANT NOTICE: Coverage for roofs has changed dramatically Inthe past year please revlew your policy, many have exclutone for cosmotic damage, have apecial windhal deductibles, AND may exclude Ineror ‘damage lf your roof ls old or I you fall to maintain it. From: Bethany ‘Sent: Tuesday, October 04, 2016 1:40 PH “To: Bike feather Sulsjects NOTICE OF CANCELLATION The Max Hilo. I receved the attached notice of cancelation forthe Mas. ‘You can callina payment to 1-800-837-2512 and reference accou ————", Please not payment of $1,169.69 must be receved BEFORE 10/15/2016, Let me hnowif youhave any questions. ‘Thankyou, [ ReGeDTOWBET] NOTICE OF INTENT TO CANCEL INSURANCE COVERAGE [horde awe ‘retinue runing corp | 10082016 rar woengeera| FIRST INSURANCE" Ai enna Se 05 “icSteneaes”| | LIRST UNSUNINON smerny estan [Eero] A Wivrmurr cowry uhearesncnsangco | — ‘ovterote ante Bt aud Teeeeonae tsa oxrmat RESIDENTS OF FLORIDA, MARYLAND, NEW YORK SOUTH CAROLINA &VIROINA: PLEASE SEE REVERSE abe Fon portant NFORIATION. Sarasa eases enone res pats besos cma a Peocrctemtoc meme pen eae serie ern Steierayoorateeam een Facets tee rere etree ante cot Sey a anne meer eE Soomsringacon ranean meena ean ‘SCHEDULE OF POLICIES Foey ReGUaRE comma ESE POUT NUMMER errctve bare GENERAL AGENT MA, hee ‘prem TAKERS, 70 ‘ais —NEWYORTIAANE AW GOUNSC’ COL aes $7 [PATRIOT UNDERURITERS. 2 =a RST INSURANCE ont at paneer eeeeee. | URGENT, mance rnd So neroammertvoncs(ironormre [rons —) Seem [emusetlnon are] 1082098 a Fee ; Tonner aworrourae] eine ete imierrisrwe| sss uc oe] § Subject: Bake, Here are the options that Mark Perkins and Perkin Real Etate Group LLC offer to you. Your agreement to an option ‘must be reeved by 3:0 pm, COT on August 29,2016 ora lawsuit wt be fled. Option 4 i Blke does signa welten agreement binding him tothe terms outined in ether Option 2 or Option 3, then @ lawsuit against Andrew Blake Ewing, The Englne Room Creative LLG Joe Momma's Pa, IAC Back Aly ues 8 180, LLC, Fuse, Lc, Bue Ox Dancehall, LC (Legends), White Flag, LC lve Ox Dining Group, LLC, The Max Retropub, UG The Phoentx Cafe, LLG, The Fur hop, LLG et. ‘option 2: Settlement Terms Previously Offered (Modified: vig resigns as Manager of The Mas Retropu as Soon ass practenble/as soon she is able ofl the terms ofthis Option 2: Ath panty forensle accountant OF OUR CHOICE ascertains at Blake's expense paid trough The Max exactly ‘how much money wes misappropriated. Ewing repays The Max forall monies misappropriated fom the Max. All ACH transfers, ash peyments, and checks writen t Blake, his employees and any of the Unrelsted Ens are presumed to bea prohibited conversion of Max funds that must be repald unless supported by incontrovertible documentary tvidenc indkating otherwise, Cre wl be gven for previous repayments of mlsappropriatd funds as ong a5 can be verfed by the accountant (0 lng as the acceptance of those repayments by The Max does nat expose Ito aims ‘rom other entles whose assets were property transfered) Ewing cepays The Max for all inappropriate uses of Max funds to buy goods or pay fr services forthe benefit of other businesses, including the payment of any bls not crety and veriably fr the benefit of The Ma. Ewing repays The Max for ll inappropriate uses of Max funds for personal gain, Inclding charges for food, travel, ete, by him or any employee ofthe Unrelated Entities Ewing reimburses The Max forall interest and penaltls assessed to The Maxfor the nonpayment of taxes, ont, and lapsed polls orleenses, Ewing forfeltsal of his units in The Max othe Company, fn the alteratve, transfers alos Unison a fro rta bass the other partners according to thelr percentage interests as of December 3, 2035. ving undertakes all steps necessary and executes al documents required totum over control and access of company propery fli athe terms ofthe settlement agreement and ensure a smooth transition of ownership In and Management of The Max. option: -Athird pert forensic accountant OF OUR CHOOSING does an analy, with ull coopertion from Blake and whoever, pd sses 3 Feport ential funds that were msappropated from The Max snc ts inception. Once the analysis 1 Is completed the accountant wl also produce annua! rane! statements reflecting the company ast should have been reported had the misappropriation not occured. From the fren accountants report, total ofthe misapropriatlon/conversion wil be termed a “Total Loss Vat” Blake and/or hs entitles are responsible for repaying the Total Loss Value to The Ma. From the Max account ali n arers and debts accrued up unt the dat of the “Restitution Distrbutln* wil te palin full. “All Max depos held in Ron Durbin’ IOLTA account willbe deposited into The Max account, anda full accounting Max unde accepted, held, and or dstributd in oc from that account willbe provided. We total cost ofthe thir party Forense Accountant wl be pald by Blake through The Max Operating account, “After the above expenses are pai, the remalnder of the Total Los Values due an payable tothe Members n ‘ecordance with ter ownership interest Hite onthe 2015 K's asthe Restitution Distribution, fess and except 10% witheld for ongoing general busines operations for The May; and -Outof Bake’ share ofthe Restitution Distrbution: [Anterest and penalties scerued on aecount of lake's mismanagement wil be withheld and acded to the minority partners share ofthe Restitution Distrbuton, forthe beneft ofthe other Members; -Avalue eal to 9.39% ofthe total Restitution Distribution shal be withheld from Blake's portion, before the interest and penalty deduction, and aldo Perkins Real state Group as economic damages accrued de to Hie sale of ownersip to Chis Mathes;** the reminder of Blake's portion sstributd to hi. -AMter the Reston Distribution (although In practie this process shoul e intated upon recip ofthe Forense ‘ecountant’sprotuced fnanlal statements a carted appralsr shal be appolnted to appraise the value of The Wx Retropub and tashed to do soon a Per Unit Bas, wth no minorty scout. Ifthe partes can't agre to an appar, Blake shall apo one, and Mark shall appoint one, Ifthe two appointed appalsers cannot agree on the valuation, they wl agte onand eppolnta third appraeer, Upon receipt ofthe three appraisal reports, the outer wile thrown (out, and the othe two wl be averaged to ascetaln the Per Unit Vale. LUpon establishment of the Per Unit Vale, each Minority Partner shall be gen the option to ether) Buy upto but not exceeding an equel number of Blake's Units then held bythe Minority Partner ata pice representing the numberof Units eld x Per Unit Value; 2) have Blake Buy a, but not les than al ofthe Minory Partners Units at price representing the rurber of Units then helé XPer Unit Vale, Ldpon the election of Buy o Selby the Mlnory Partner, which shall occur within ten day ofthe establishment of er Unit Value, the election of which shal be by welten notice made to allParters, hosing shall occur within 30 Gays, Flr to cose aftr 30 days after the writen election of the Buyer todo so will esi inthe Selle’s option remain inthe company atthe then current lterest or, ln the alternative to sell to another Member on any agreed terms without furher approval ofthe Manager, the Boar or the Members. Inthe aterative, any Member ca elect to remain partner at thelr curent ownership levelby nether electing to Buy or Sell within the ten days ‘caveats: -Blkeagreesto freeze the sale of his assets in any of is enities unt the Restitution Dstributon except under te ‘olowg conditions: -ithe does chose sell his equty n any ois businesses or real estate he provides atleast 10 days note with _a copy ofthe spplable Purchase Agreement acuratelyeflcting the terms and Blake's sales proceeds. «ake does choose to sll equty nother businesses, he may keep 10% of the sales proceeds 0 Use ashe ses Mt; and -the remainder shal be deposited Into The Max Account as payment toward the balance ofthe Restitution Dstrbuton; and -ithe does not depost a portion of the 90% ofthe sales proceeds nto The Max account, and a talance renains onthe Restitution Ditrbution, he agrees to ign whatever documents required to forfet Unison 58 per Unit. bast the Company equal tothe value ofthe amount ulteld from payment toward the Restitution Distribution, The Compan, its Manager, the Board, and ts Counsel shall do whatever's require to effectuate this transaction ste books and ecords elect te pro rata inerease Inthe Unt ownership ofthe Minority Partners. she subject of he sles Fuse, LC, or the bull owns, anew lease shale agreed to and sened bythe curent Board of Directors before closing. Fallire todo so rests in Blake's forfelture of his entre equ interest in The Max Retropub on a pro rata basis to the remaining partners, the consummation of whieh he agrees to accomplish as rewired, -ifsok les for Bankrupty, he agrees to do whatever is required to immediately frfel tothe Company all of is Units in7he Max Retopob, LUC -ifake fast ful any ofthe aforementioned trms ofthis agreement, he agrees todo whateveris required te Innmedlately forfeit to the Company allot hs Units in The Max Retropub, LLC.

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