IN THE SUPERIOR COURT OF THE DISTRICT OF COLUMBIA Civil Din HILDA STAPLES, Plaintift/Counter-Defendant, Civil Action No.: 2013 CA 006111B Calendar 12 - Hon. Stuart Nash Next Event Date: July 9, 2015 Next Event: Mediation v R, JOSEPH COOPER, IIL, ef al., Defendants/Counterclaimants. STATEMENT OF GENUINE ISSUES OPPOSITION TO COUNTERCLAIM DEFENDANTS? MO" IN FOR SUMMARY JUDGMENT Pursuant to Rule 12-I(k) of the Superior Court Rules of Civil Procedure, Counterclaimants R. Joseph Cooper, III (“RJ”) and Judith Cooper (“Judy”) (collectively, the Coopers”) respectfully submit this statement of genuine issues in opposition to the Motion for ‘Summary Judgment on All Counts of the Second Amended Counterclaim filed by Counterclaim Defendants Hilda Staples (“Hilda”) and Jonathan Staples (“Jonathan”) (collectively, the *Staples”) The Coopers respond to the numbered paragraphs of the Statement of Material Facts submitted by the Staples in support of their motion for summary judgment as follows, 1, The facts set forth in paragraph 1 of the Staples’ Statement of Material Facts are not disputed. 2. ‘The facts set forth in paragraph 2 of the Staples? Statement of Material Facts are not disputed. 3. The facts set forth in paragraph 3 of the Staples’ Statement of Material Facts are not disputed.4 not disputed 5. not disputed 6. not disputed 7. not disputed. 8. not disputed. 9. not disputed. 10. not disputed. il not disputed. 12. not disputed. 13. not disputed. 14. not disputed. The facts set forth in paragraph 4 of the Staples’ Statement of Material Facts are ‘The facts set forth in paragraph 5 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 6 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 7 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 8 of the Staples’ Statement of Material Facts are ‘The facts set forth in paragraph 9 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 10 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 11 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 12 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 13 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 14 of the Staples’ Statement of Material Facts are15. Disputed. Counter-defendants’ statement is demonstrably false. Hilda is, and has been since the outset, a managing Class A member of Rogue 24, LLC (“Rogue 24” or the “Company”. For two or three years, however, Hilda has not taken an active role in managing Rogue 24, has not set foot in Rogue 24’s restaurant, and has not tasted the restaurant’ food. (Deposition of Hilda Staples (attached to Decl. of Eric D. Combs in Support of Mot. for Summ. J. by Def. (“Combs Decl.”) as Exhibit B) 222:11-223:15.) Hilda has no respect for the Coopers as managers, but, per the terms of the Operating Agreement of Rogue 24, LLC (the “Operating Agreement”), which has never been amended, altered, or changed in any way, she and the Coopers collectively remain the Class A managing members of Rogue 24, and their unanimous consent is required with respect to all major decisions affecting the Company. (Combs Decl., Ex. B (H. Staples Dep.) 87:14-90:20, 223:16-224:6, Operating Agreement (attached to Combs. Decl. as part of Exhibit E) at STAPLES 000221 (“The founding Class A Members of the Company shall be Judith Cooper, R. Joseph Cooper II and Hilda Staples.”), 000229 (“[T]he management of the Company shall be vested in the Class A Members.”; “Unless otherwise provided herein, any action beyond the day to day management of the Company shall required the Unanimous Consent of Class A Members.”).) 16. The facts set forth in paragraph 16 of the Staples’ Statement of Material Facts are not disputed. 17. The facts set forth in paragraph 17 of the Staples’ Statement of Material Facts are not disputed. 18. The facts set forth in paragraph 14 of the Staples’ Statement of Material Facts are not disputed.19. Disputed. Counter-defendants’ statement is incomplete and misleading. While Hetrick & Associates, P.C. (“H&A”) may have been Rogue 24’s outside accountants from day one, it was Hilda who was responsible for overseeing the Company’s finances and bookkeeping until she abandoned that responsibility in 2012. (Deposition of Jonathan Staples (attached to Combs Decl. as Exhibit A) 18:18-19:5; Combs Decl., Ex. B (H. Staples Dep.) 60:2-22,) 20. not disputed. 21 not disputed. 22. not disputed. 23. not disputed 24, not disputed not disputed 26, not disputed rap not disputed. 28. not disputed. The facts set forth in paragraph 20 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 21 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 22 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 23 of the Staples’ The facts set forth in paragraph 24 of the Staples’ Statement of Material Facts are ‘The facts set forth in paragraph 25 of the Staples’ Statement of Material Facts are ‘The facts set forth in paragraph 26 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 27 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 28 of the Staples’ Statement of Material Facts are29, not disputed 30. not disputed ESE not disputed 32. not disputed. not disputed. 34, not disputed. 35. not disputed. 36. not disputed. 37. not disputed. 38. not disputed. 39 not disputed. The facts set forth in paragraph 29 of the Staples’ Statement of Material Facts are ‘The facts set forth in paragraph 30 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 31 of the Staples’ Statement of Material Facts are ‘The facts set forth in paragraph 32 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 33 of the Staples’ Statement of Material Facts are ‘The facts set forth in paragraph 34 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 35 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 36 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 37 of the Staples’ Statement of Material Facts are The facts set forth in paragraph 38 of the Staples’ Statement of Material Facts are ‘The facts set forth in paragraph 39 of the Staples’ Statement of Material Facts are40. The facts set forth in paragraph 40 of the Staples’ Statement of Material Facts are not disputed 41. The facts set forth in paragraph 41 of the Staples’ Statement of Material Facts are not disputed 42. The facts set forth in paragraph 42 of the Staples’ Statement of Material Facts are not disputed 43. The facts set forth in paragraph 43 of the Staples’ Statement of Material Facts are not disputed. Specifically, Jonathan wrote a check to Foulger-Pratt for approximately $169,000. (Deposition of Judith Cooper (attached to Combs Decl. as Exhibit D) 151:10-152:4.) 44, Disputed. Counter-defendants’ statement is misleading and mischaracterizes the evidence cited in support thereof Judy did not confirm the date of Jonathan’s payment to Foulger-Pratt. (Combs Decl., Ex. D (J. Cooper Dep.) 151:10-12.) The email from Matt Hetrick (“Hetrick”) attached to the Staples’ Statement of Material Facts as Exhibit 16 indicates that Jonathan “paid off the remaining Foulger Pratt bill to Rogue 24” in January 2012, not December 2011 45. Disputed, Counter-defendants’ statement is incomplete and misleading and mischaracterizes the evidence cited in support thereof. Based on the email from Hetrick attached to the Staples’ Statement of Material Facts as Exhibit 16, which states, “[w]e are treating him [Jonathan] as a 42% owner of the company (2% initial purchase, plus purchase of the remaining, shares which totaled 40%) per instructions from the Class A owners,” Jonathan testified that he assumes that Hilda, RJ, and Judy all agreed that he would receive 40 of Rogue 24°s Class B units for the $169,000 payment he made to Foulger-Pratt. (Combs Decl, Ex. A (J. Staples Dep.) 49:8- 50:19.) But when asked what the basis for that assumption was, Jonathan testified, “I don’tremember any specifics about this, I am just kind of guessing.” (/d. 49:21-50:19.) Hetrick testified that the telephone conversation he was recapping in his email was with Hilda, Jonathan, and the Staples’ accountant, Tom Rymer; the Coopers did not participate. (Deposition of Matt Hetrick (attached to Combs Decl. as Exhibit L) 200:3-200: 11.) Judy testified that she never gave instructions that Jonathan should be issued 40 of Rogue 24’s Class B units for $169,000, and that RJ told her he never gave any such instructions either. (Combs Decl., Ex. D (J. Cooper Dep.) 204:10-206:5.) After the $169,000 payment to Foulger-Pratt, RJ sent out multiple emails questioning the amount of Jonathan's investment in Rogue 24 and asking where all of Jonathan's investment dollars had gone. (See, e.g., Defendants’ Deposition Exhibit 28 (attached to ‘Supplemental Decl. of Eric D. Combs in Opp. to Mot. for Summ. J. by Counterclaim Def’. (“Combs Supp. Decl.”) as Exhibit A) at STAPLES 001341 (“was to be paid with rest of the investment money from JS”; “I believe when we sat down and discussed JS final investment, there was a cash flow for operating”); Staples’ Statement of Material Facts, Ex. 17 at I (“needs to be paid immediately this was to be in second funds of JS"), 2 (“So where it stands we are in the shits... How I don’t know......"), 3 (“Here is what I don’t understand. JS investment is beyond what we needed for opening costs.”).) 46. Disputed. Counter-defendants’ statement is misleading and mischaracterizes the evidence cited in support thereof, Mr. Staples claims he owns 42% of Rogue 24. (Staples? Statement of Material Facts, Ex. 13 (J. Staples Dep.) 65:6-10.) 47. Disputed. Counter-defendants’ statement is incomplete and misleading, Judy inquired about Jonathan’s purported 42% equity stake in Rogue 24, since she had not been involved in the transaction. Specifically, she questioned how Jonathan could have acquired so many of the Company’s Class B units. Hetrick explained to her that Hilda told him that Rogue24°s Class A Members had agreed that Jonathan would receive all outstanding Class B Units in exchange for contrib 1g the $300,000 borrowed from Frederick County Bank (“FCB”) to the Company and paying off the Company’s debt to Foulger-Pratt. (Combs Decl., Ex. D (J. Cooper Dep.) 159:22-160:19.) The Staples now contend that Rogue 24 and the Coopers individually should be held liable for repayment of all sums borrowed from FCB. (Am. Compl. at 11 (prayer for relief),) 48. The facts set forth in paragraph 48 of the Staples” Statement of Material Facts are not disputed. 49. The facts set forth in paragraph 49 of the Staples” Statement of Material Facts are not disputed. Given that Hilda oversaw the Company’s financial affairs at the time, Mr. Cooper did not review Rogue 24's 2011 tax return before signing on behalf of the Company. (Declaration of R. Joseph Cooper, III (attached to Combs Supp. Decl. as Exhibit B) {]3, 8.) 50. The facts set forth in paragraph 50 of the Staples’ Statement of Material Facts are not disputed. 51. Disputed. Counter-defendants’ statement is misleading and mischaracterizes the evidence cited in support thereof, Mrs. Cooper reviewed the tax return for calendar year 2012 before signing it. (Staples’ Statement of Material Facts, Ex. 1 (J. Cooper Dep.) 31:2-6, 33:7- 36:8.) 52. The facts set forth in paragraph 52 of the Staples’ Statement of Material Facts are not disputed. The Schedule K-1 prepared for Jonathan is the only Schedule K-1 for a Class B Member that does not list the percentage of capital contributed to Rogue 24 in exchange for the listed interest in the Company. (Staples’ Statement of Material Facts, Ex. 14.)53. The facts set forth in paragraph 53 of the Staples’ Statement of Material Facts are not disputed. ‘The Schedule K-1 prepared for Jonathan is the only Schedule K-1 for a Class B Member that does not list the percentage of capital contributed to Rogue 24 in exchange for the listed interest in the Company. (Staples’ Statement of Material Facts, Ex. 15.) When she reviewed Rogue 24’s 2012 retum, Judy assumed that the omission was because Jonathan had not yet made his full capital contribution to Rogue 24. (Declaration of Judith Cooper (attached to Combs Supp. Decl. as Exhibit C) 6.) 54. The facts set forth in paragraph 54 of the Staples’ Statement of Material Facts are not disputed. 55. Disputed, Counter-defendants’ statement is incomplete and misleading. Hetrick’s March 26, 2012 email, which is attached the Staples’ Statement of Material Facts as Exhibit 16, summarized is takeaways from a telephone conversation that aftemoon with Hilda, Jonathan, and the Staples’ accountant, in which the Coopers did not participate. (Combs Decl., Ex. L (M, Hetrick Dep.) 200:3-200:11.) 56. Disputed. Counter-defendants’ statement is misleading and mischaracterizes the evidence cited in support thereof, Hetrick thereby confirmed only his understanding based on what he had been told over the phone by Hilda, Jonathan, and their accountant. (Combs Decl., Ex. L (M, Hetrick Dep.) 200:3-203:7.) Hetrick further confirmed that his email correctly reflected his understanding based on that telephone conversation. (Jdd. 202:11-16.) 57. The facts set forth in paragraph 54 of the Staples’ Statement of Material Facts are not disputed. However, “Jonathan's terms and investment” are not on the tax returns. (Staples’ Statement of Material Facts Exs. 14 & 15.)58. The facts set forth in paragraph 58 of the Staples’ Statement of Material Facts are not disputed 59, The facts set forth in paragraph 59 of the Staples’ Statement of Material Facts are not disputed 60. The facts set forth in paragraph 60 of the Staples’ Statement of Material Facts are not disputed 61. The facts set forth in paragraph 61 of the Staples’ Statement of Material Facts are not disputed. 62. The facts set forth in paragraph 62 of the Staples’ Statement of Material Facts are not disputed. 63. The facts set forth in paragraph 63 of the Staples’ Statement of Material Facts are not disputed. The statement contained in Hetrick’s notes, however, is inadmissible hearsay for which no explanation or context has been provided. 64. The facts set forth in paragraph 64 of the Staples’ Statement of Material Facts are not disputed. A day earlier, Hilda informed the same potential equity investor, Paul Tinney of Wellrock Capital, that the consideration for Jonathan’s purported 42% interest in Rogue 24 was “$30,000 (plus guaranteed loan of $300k).” (Defendants’ Deposition Exhibit 59 (attached to Combs Supp. Decl. as Exhibit D) at 1.) Now the Staples contend that the consideration for Jonathan's interest was only the $169,000 paid to Foulger-Pratt. 65. The facts set forth in paragraph 65 of the Staples” Statement of Material Facts are not disputed. 66. Disputed, Counter-defendants’ statement is misleading and mischaracterizes the evidence cited in support thereof. The document entitled “Investor Capital Information,” whichattached to the Staples’ Statement of Material Facts as Exhibit 20, was prepared by H&A as a necessary part of preparing tax retums for Rogue 24. It was not prepared at the Coopers’ request. (Combs Decl., Ex. L (M. Hetrick Dep.) 229:16-230:8.) ing and mischaracterizes 67. Counter-defendants’ statement is incomplete and mislea the evidence cited in support thereof. The distribution prepared by H&A states that Jonathan Staples “Committed in 12/2011 to purchase remaining [C]lass B Shares by paying off Foulger Pratt bill.” (Staples? Statement of Material Facts, Ex. 20.) The distribution further states that “Hilda and Jonathan Staples took a personal loan from Frederick County Bank and contributed the proceeds to Rogue. Per instructions from Hilda and Jonathan, the tax return reports this loan as 100% recourse debt to them personally, not as recourse debt to the company.” (Id) Hilda testified that at least some of the information on the portion of the distribution entitled “Investor Capital Information” was inaccurate, misleading, and incomplete. (Combs Decl., Ex. B (H. Staples Dep.) 212:8-214:6.) Dated: June 22, 2015, Respectfully submitted, /s! Eric D. Combs Eric D. Combs (D.C. Bar No. 492822) Evan J. Taylor (D.C. Bar No. 978223) Combs & Taylor LLP 2101 L Street NW, Ste. 800 Washington, DC 20037 Telephone: (202) 448-1008 eric.combs@combstaylor.com evan.taylor@combstaylor. com Counsel for Defendants R. Joseph Cooper, III, and Judith CooperIN THE SUPERIOR COURT OF THE DISTRICT OF COLUMBIA ) HILDA STAPLES, ) ) Plaintiff/Counter-Defendant, ) Civil Action N ) Calendar 12 — Hon. Stuart Nash v ) Next Event Date: July 9, 2015 ) ) ) ) ) 013 CA OO6I1B Next Event: Mediation R, JOSEPH COOPER, III, ef al., Defendants/Counterclaimants, SUPPLEMENTAL DECLARATION OF ERIC D. COMBS IN OPPOSITION TO MOTION FOR SUMMARY DGMENT BY COUNTERCLAIM DEFENDANTS Tam an attorney with the law firm of Combs & Taylor LLP, counsel for Defendants/Counterclaimants R. Joseph Cooper, III (“RJ”), and Judith Cooper (“Judy”). I make this declaration based on my personal knowledge and, if called upon to do so, I could competently testify to the matters set forth herein. 1. Attached hereto as Exhibit A is a true and correct copy Defendants’ Deposition Exhibit 28 (STAPLES 001341), an email from RJ Cooper to Hilda Staples on March 29. 2, Attached hereto as Exhil Bis a true and correct copy a Declaration of R. Joseph Cooper, Ill, dated June 22, 2015, submitted in opposition to the motion for summary judgment by Counterclaim Defendants. 3. Attached hereto as Exhil Cisa true and correct copy of a Declaration of Judith cooper, dated June 22, 2015, submitted in opposition to the motion for summary judgment by Counterclaim Defendants,4, Attached hereto as Exhibit D is a true and correct copy of a Defendants Deposition Exhibit 59, an email from Hilda Staples to Paul Tinney, Matt Hetrick, and Dennis Hoffman on March 28, 2013. 5. Attached hereto as Exhibit E is a true and correct copy of Defendants’ Deposition Exhibit 36 (STAPLES 001594-1596), an email chain that includes an email from Hilda Staples to Craig Russell, the Senior Vice President of Commercial Lending for Frederick County Bank, on January 11, 2013, requesting the original paperwork for the Staples” loan and demanding that Mr. Russell “make sure the loan states Rogue 24LLC as the borrower” (STAPLES 001595). 6, Attached hereto as Ex! Fis. true and correct copy of Defendants’ Deposition Exhibit 37 (CPRO0880-891), an email from Hilda Staples to Judy Cooper on January 11, 2013, forwarding the loan paperwork, with “(namely Rogue 24)” added to the “Purpose of loan” section of the Application (CPR00882), 7. Attached hereto as Exhil G isa true and correct copy of Defendants? Deposition Exhibit 34, an email from Marty Lapera, the President of Fredrick County Bank, to Craig Russell on January 9, 2013, discussing a request from Hilda and Jonathan Staples for a “nasty” gram. 8, Attached hereto as Exhibit H is a true and correct copy of Defendants? Deposition Exhibit 33 (STAPLES 001591), an email from Hilda Staples on January 9, 2013, forwarding the “nasty” gram from Craig Russell to Judy Cooper 9, Attached hereto as Exhil it Tis a true and correct copy of Defendants’ Deposition Exhibit 41 (STAPLES 001665), an email from Paul Tinney, Managing Director of Wellrock Capital Partners, to Hilda and Jonathan Staples on May 24, 2013,I declare under penalty of perjury that the foregoing is true and correct. Executed on June 22, 2015. Ase} bowl Eric D. CombsExhibit A Exhibit AFrom: 1 cooper Stine Canara 0427 Extsar No, A w a tps Sent: “Thursday, Ranrch 28.2012 254 Pm To: Pout Tinney, Jonathan Staples; Matt Hetrick (Rogue CAy: Dennis Hotfran Subject: Re Rogue 24-loan term notes ‘sorry past got held up this morning. ‘eying your percentages below bere iis: Dennis Hottman 2% 2 shares Class B $30,000 Denais Gostrey 236 2 shares Class B ‘$39,000 sonathan Staples 42% 22 shaves Clase & $30,000 (plus guaranteed loan of $390K) Ride Staples 20% 20 shares Class 4 $200,000 Malt, pease fr tis abave, thank you Hilda Staptes 280.315.8177 VOUT: 301, 69n.a669 Yvoltrestauran.com | acshaok:com/VOLTRestearant twitter com/VOLrkesto Lunchbaxt 302.260,0580 voltunehbex.cor | Facebook.con/ Lunches) | tte com/vsitunchtox From: Paul Tinney ‘Tor Hilda Staples’ Sent; Thareday, March 28, 2013 10:54 AM ‘Subject: RE. Rogue 24-4oan term notes Here iswhat | am keying to ist in the agreement: Deen's Hoffman 3008 2 shares, Class 8 $30,009 190k Hoffman jnzed the name) XX 2 shares, lass 3 $30,000 Jonathan Staples XS X shares, Class $30,000 Hilda Stapies XX% X shares, Class A $200,000 18s the list of shareholders/members that we are buying out at their par value. don't necessisarily need the 91 have ‘he share umber and class. Both viuld be clearer Thanks, Pat From: Hilda Staples (maito:histaples@yaheo.com) Sent: Thursday, March 28, 2013 10:45 Al To: Pau! Finney Subject: Fu: Rogue 24-loar tara notes 3~1g-1S° Exner €XK.5q6 280.315.6177 ‘vour: 501.696,0658 voltrestaurant.cory | facebook.com/VOLTRestaurant | buitter.com/VOLTREsto Lunchbox: 301.360.0580 ‘ottlunchbax.com | facebook, coryLunchboxNDY { twter.comvoltunchox Forwarded Message From: Hida Staples Sent: Friday, January 17, 2013 3:10 PI Subject: Fw Rogue 24-loan term notes ote laying out the loan from Matto our accountant Tom ita Sta ©: 240308:6177 vour: 301.696.8658 voltresiaurant.com | facebook com/VOLTRestaurant | bwiter.com/VOLTRESto Lunchbox: 201.360.0580 voltunehbox.cor | facobook.com/Lunchboxt0/ | tittercom/vattunchtox orwarded Message —- From: Matt Hetick To: ammerdmarsenaies.com Hee Saples rank Heinex Senttime: 01/90/2012 10:45:22, 0 Hida Staples (Graig Russet , dudy Cooper ; Jonathan Staples wrote: ‘Judy and Matt please see below and provide any comment you can Thank you Hilda Staples voLT 240-315-6177 ¢ vottrestaurant.com (On Jan 29, 2013, at 3:05 PM, "Craig Russell" wrote: Hite, Hope you're doing well. Any update on Rogue24’s efforts tore-finance your loan? Ineed to update my colleagues tomorrow afternoon at Loan Committee and new information you ean provide on anticipated pay-off date would be helpful Thanks, craig STAPLES 001594aig Russell day, January 11, 2013 12:06 PM ida Stal Subject: RE: Matured loan Rogue24, LLC bites, Well et it back to you asap. Loan documents will reference the commercial purpose being Rogue24 but borrowers will how as you and Jonathan. Thanks, craig From: Hida Staples [maita:histaples@vahoo.com! ‘Sent: Friday, January 11, 2013 10:03 AN os Craig Russell, Subject: Re: Matured loan Rogue2, Lic hicraig, can you please omallto me the orginal paperwork for this loan, and please make sure the loan states Rogue 2ALLC 98 the Borrower. Adcress 922 N Street NW Washington DC 20008 Attn Judy Cooper thank you Hilda staples 2803135177 TEESE cone. com/olrRestauran | titer com/VOLTResto Lunchbox: 301.360.0580 voUunchbos comm | facebook. com/LunchboxMDy | swlter.comjvoltunchbox From: Craig Russell To: Hilda Staples Ce: Marty Lapera ; Wendy Wetring Sent: Wednesday, January 9, 2013 11:45 AM ‘Subject: Matured loan Rogue24, LLC Dear Hilda, ‘As we discussed, this emai is to confirm that our $300K loan to Rogue24 has matured fon 12/9/12] and the Bank has no interest in providing another renewal. Therefore, please make arrangements with your partners at Rogue to have itre-financed or otherwise paid off n the next 30 days. ‘Thank you for your attention to this very important matter. STAPLES 001595Sincerely, Craty P. Russell ‘Senior View President, Commercial Lending o North Market St Fredetich, MO 21701 240-370-7674 (ax) The Community Bank for Frederick County E-mail Confidentiality Notice: The information contained in this transmission is confidential and may be subject to protection under the law. The message is intended for the sole use of the individual or ‘entity to whom itis addressed. If you are not the intended recipient, you are notified that any use, distribution or copying of the message is strictly prohibited. If you received this transmission in error, please contact the sender immediately by replying to this e-mail and delete the material from any ‘computer, E-mail Confidentiality Notice: The information contained in this transmission is confidential and may be subject to protection under the law. The message is intended for the sole use of the individual or cenfity to whom itis addressed. If you are not the intended recipient, you are notified that any use, distribution or copying of the message is strictly prohibited. If you received this transmission in error, please contact the sender immediately by replying to this e-mail and delete the material from any computer. STAPLES 001596Exhibit F Exhibit FBale mehedio| exist No-3L. From tid tans rt utucone eer Subject Fe Rouge 24 Loan CE - 2-25-15 Date Fry, unr 1, 201931030 PH Itacrments: 255 0 ot Hilda Staples 240.315.6177 VOLT: 301.696.8658 volkrestaurant.com | facebook.com/VOLTRestaurant | twitter.com/VOLTResto Lunchbox: 303.360.0580 voltlunehbox.com | facebook.com/LunchbextD/. | switter.com/voltiunchbox: Forwarded Message From: Berniece Brown To: Hilda Staples Sent: Friday, January 11, 2013 1:50 PM ‘Subject: Rouge 24 Loan Hilda, {As requested copies of the Rogue loan documents are attached. Let me know if you have questions, Thanks!! Berniece Berniece Brown Administrative Assistant Frederick County Bank P.O. Box 1100 Frederick, MD 21702-0100 (W) 240-529-1531 (8) 240-379-7674 bbrown@fehmd.com The Community Bank for Frederick County ‘PRo0880E-mail Confidentiality Notice: The information contained in this transmission is confidential and may be subject to protection under the law. The message is intended for the sole use of the individual or entity to whom it is addressed. If you are not the intended recipient, you are notified that any use, distribution or copying of the message is strictly prohibited. If you received this transmission in error, please contact the sender immediately by replying to this e-mail and delete the material from any computer. cPRooge1zaeo0ueo past ane ee se sue See Sat tem we maps ‘sea fegiSeme ses TES RARER RG pret tre aan oop wR ete en jon et —= Lepimaaaip Cleo Oi serenesusny CUE Har Gaim = [Aetcissreste ane Clsiennie tama Geto Oo Cn Tree Tu favs ahah dae — Aas tire buor end sie Te Che DOR Rann ad ot Wa WO er a Be A. Toon GSE ————— ree ie erates ne paleo a aac RO CT need Peston CTA A Taper Sra TOC Ry ain ek wed la am Re AT POT SE Rintiag haunts a Gielen Taiaaaian asa = Ker Cea Tia = = Somme Tap em NetPuitas Bees aor Sy Een red Oppo Nae ecm yenmens ti gtuinstparpetint’ [NOTE Tere tga cat cyano ewan ‘arena Se ie ay (Setgsees aster ype ieee [irr pea ee rut ring nts Sig? Cs, pet fc A ergs Tha ago SA gens Ose Sik peatland ean SNeees00ne0 PROMISSORY NOTE =a ie soars tones ae ScieSgae wz met on rl tt tata aerate ete ton SANS 30 de. eset pa ane, mata ty ts nob! man ene Be St ee 2 any ct ain or ai ea ne 2 SESE Eos ier eee cee, oe etary ie ng iy ea Noeaon PROMISSORY NOTE (Continued) Page 2 Svat ra ee ay Recast te el eo te dn Bn eed wom SE Secs ae ara ing Palo Ey ace aS aS «ieeessee0nseo (CHECKING AND SAVINGS ACCOUNT DEDUCTION AUTHORIZATION (CUSTOMER NAME Jonathan 6. Staples & ti Karamour Stes LOAN ACCOUNT NUMBER 107346070 DATE was ‘The undersigned (hiner clio the Deposit in det establish procedure forthe making of payments onthe Deposit’ lan, hereby authories Frederick County Bak to ddvct rm Depositor's ‘ouot the shediledpaymeat oun indicated teow and apply soc sm toward the Depot's oan [ssoun. The Bank is auborizedto deducts amu fromthe following Depostar acount sorsecn04 ‘CHECKING ACCOUNT NUMBER SAVINGS ACCOUNT NUMBER Such dttion shal be made on, o abou, the due dates scheduled and disclose in the Note and Disclosure Sstement signa by the Depeitoron ora fllows ‘HOREEROE | AATOURT OF DEDUCTIONS — ae | SeDUeTIONS (QIONTHLY. BGI) 3 WEREST ONLY Wont Being WaT CoE —_ : Deduetions wil be msde as scheduled ut this authorization is eminated, Inthe event of Depasitor requested change a schol payee da date, tbe Depoctor heresy authoring daducons to be mae based ‘hon the ne sthedule fazed toby the Hank, Deon stall pear on Deposits socouat Statement tis understood bythe Depositor hat al ofthe Bank's stand rules and regulations pertaining to checking esount savings scouts, ad lane shall oti t appl, and thal his autboianon imposes no ‘blgton onthe Bark ote han te obligation wo exercise rearonnble caren the making of any daton| ‘ander he ems ofthis utharization ‘The Rank may terminal this ausizaton a any ie, Such termination shall nt affect ny ability for tanettons hile porto the temination date rete Cop Sak AR Begdon __ean) By “seaty Tae ane 00 MEMBER FDIC‘2000149 BUSINESS LOAN AGREEM, AT seruaraagh 0 errata segearg ee [_Seein i NG naa Uae | on gee = Tepetel ina eemr, rea eno tn a chef amen hr ot ee SPSS Sa oeinc ire ey aco i a cet eee Sees pomicee tans nul de rae ar ee eae ae et BESS Steere900069 SINESS LOAN AGREEMENT aun Wo: 1007346970 (Continsea) Sense ctarta gue mer rcrectr momen ay {Sh oes apn dat ao eeg Pde na ee cee orefse0ne9 BUSINESS LOAN AGREEME, . {Loan Ne: 1007246570 ‘Condinuea) iermananan sarees Ss Sa Raa Sera ea re ne crenata tem ters oo see oe St pe a i Nes Brun poe Senne oe Gur he SSNS enim reve aoc © Enh shee ee hee ea eee ‘Sonate sonra eee yok a Seaham eae eee ecm ea amma emma ‘ocr Povo Tn nny mln prs ep Aemere {Saearady te py nues meons be cr tansy son teas ee ee Sc eee riety net isnot s asa eae fg waa ae re eed See ei eens gece sees ee2900349 SINESS LOAN AGREEMENT toon Mo: t0073se870 (Contiuea) (Rrton sy eeu" tag al rot rae eg nan ep srk tt te Sone ‘icp pt tito se mand ints eed Ce to He en” als eed ae it Ses id Smet mine si Spee it eu ceca ees ‘Sra taunt ag a Sun Ln a eens 2 caeens DISBL SEMENT REQUEST AND AU {ORIZATION ESTE RAO ste any ttn a ey pp ne ae "WS805"bonrretan repent er MCRDExhibit G Exhibit GDahandrustio Exniptr no, 34 RE 23S Craig Russell From: Marty Lapera Sent: Wednesday, January 09, 2013 11.05 AM To: rig Russell ce: Wendy Wotring Subject: RE: Rogue24 re-finance, now a te- | chatted with them on their way out and they told me they wanted a nasty email, This is first, but it males sense. From: Craig Russell ‘Sent: Wednesday, January 09, 2013 10: To: Marty Lapera Ce: Wendy Wetring Subject: RE: Rogue2é refinance? Marty ‘Met with Hilda and Jonathan. They really want to get off the loan, even as guarantors, and force Rogue24 folks to re- finance elsewhere. I'm to send a “nasty” gram to Hilda which she will forward to the restaurant Managing Partner to get the re-f going. May take a month to 6 weeks. Plus, the last time it matured in August, before the last short-term extension, it went aver 30 days late and we reported to the eredit bureau, Wendy has stopped the reporting at this point and hopefully can get the Sept. 30-day late notice "corrected", Vil keep you posted. Craig ‘Sent: Tuesday, January 08, 2013 3:01 PM To: Craig Russell . ‘Subject: RE: Rogue24 refinance? Craig, IMight be worthwhile to throw outa floating rate loan for maybe Prime plus 1% Let me know what Hilda's response is, Thanks, Marty Sent: Tuesday, January 08, 2013 2:44 PM To: Hida Staples Ce: Marty Lapera; Wendy Wotring; Steve Fennington Subject: FV: Rogue re-finance Dear Hilda, ‘marty and | have consulted on this and here's our current thinking \We'd be happy to consider a re-structure into the name of the Rogue entity with term options, as follows +436 fixed fully amortizing over 3 years, monthly payment approx. $8,860. +596 fixed fully amortizing aver 5 years, monthly payment approx. $5,565.‘+ 6%fixed fully amortizing over 7 years, monthly payment approx. $4,385, Jonathan and Hilda to personally guaranty. Information needed: ‘© Organizational dacs on the Rogue entity (Rogue, LLC?] + Inception to date financial statements on Rogue. ‘= Possible updates of personal financial info on Jonathan and Hilda ‘We have been reporting the existing loan to the credit bureaus, because it was set up on our system in errorasa personal loan, but once the proposed re-structure is put in place the loan will be shown as “paid off", In the meantime ‘we will turn-off the reporting feature so It won't show as a late payment while we warlon the re-structure, Since the loan in question is in matured status, please provide the requested information as soon as possible. Thanks, craig Craig P. Ruel Senior Viee President, Commercial Lending 5 Nocth Marker st Frederick, MO 21703, 240526-1539 24035-7674 [fae] FCB The Community Bank for Frederick County From: Hilde Staples {malto:hkstaples@yahoo.com] Sent: Thursday, January 03, 2013 2:31 PM To: Marty Lapera Ce: Craig Russell; Jonathan ‘Subject: Re: Rogue ‘Thanks much Marty Best Hilda Staples vour 240.315.6177 ¢ voltrestaurant com ‘On Jan 3, 2013, at 1:16 PM, "Marty Lapera" wrote: 2Good Afternoon Hilda, 1 had an opportunity to talk to Craig Russel this morning about redoing the loan with a more appropriate structure for you, Rogue and FCB, We'll look at the loan file tomorrow morning and should be able to provide you (as promised) with an email that summarizes the current as well as the ‘contemplated structure with the restaurant being the direct borrower and all payment natices going to the Rogue. | hope to have my emall in your hands by tomorrow end of day. We'll also check on the creait reporting for Jonathan. Thanks, Marty Marty Lapera, President The Community Bank for Frederick County ON, Market Street Frederick, MD 21701 140-529-1540 £: 240-529-1495, E-mail Confidentiality Notice: The information contained in this transmission is confidential and may be subject to protection under the law. The message is intended for the sole use ofthe individual or entity to whom itis addressed, Ifyou are not the intended recipient, you are notified that any use, distribution or copying of the message is strictly prohibited. Ifyou received this transmission in error please contact the sender immediately by replying to this e-mail and delete the material from any computer.Exhibit H Exhibit Hiia Staph ‘Tor Hilda Staples Ge: Marty Lapera : Wendy Woting Sent: Wednesday, January 9, 2013 11546 AM Subject: Matured loan Regue24, LLC ear Hilda, As we discissed, this eral & to confirmthat our$300K loanto Rogue 4 fas matured [on 12/0/12] and the Bank has no interest in providing another renewal Therefore, please make arrange ments with your partners at Rogue to have ft re-firanced or otherwise paid off in the next 30days. Thankyou for your attention to this very important matter, sincerely, Craig? Russell Senlor Vee Present, Commerc Bora Marker St Frederick, MO 21704 2osm-1529 2403787678 1d Lending ‘The Comm unity Bonk for Frederick County E-mail Contidentiaity Notice: The infoumatica contained in this tarsrrission is confidential an! maybe subject b protection under ‘the lay. The message is intended for the sole use ofthe individual or entity to whom itis aldaessed. If you ae mot fee intended recipient, you aremiified fat anyuse,distibution orcopyirg of the message s shicfy proktited, Ifyou received this tarentision. inearoy please cortart the sender immediately by neplying to this e-rall and delete the mferial from any computer. STAPLES oxu591Exhibit I Exhibit IFrom Paul TW ney Serttins: — 052920190525.18 PM ® na Stops ; Jovatian Stiphs suppet —-R2UStINE 1Ve left messages for Judy, no retum callyet. Ispoke with Mattagain and confirmed that we_llrockis Kappy to change the entity to R24, that we have aleadyguaranteed the note for$300K and we are on the hook for nex week’ payment. This & an Rat dett and we need to proceed. | believe Matt & very mux honourside and recognies that thé isa realsweetheart deal for ‘the Coopers. He is ato quite confused on whether or aot the Coopers are acknowledging thé $300kas debt oras an “investor ‘who borrowed money to putinto the restaurant.” Let mesee if Judygets bac kto me tonight. ifyou hear anything frombher, please let me know. Paul Managing Owectoe Tel 260 605.5737 | | mautriomy | | pete com STAPLES ODS,IN THE IN THE SUPERIOR Ct URT OF THE DISTRICT OF COLUMBIA il Di ci HILDA STAPLES, Plaintift/Counter-Defendant, Civil Action No.: 2013 CA 006111B Calendar 12 - Hon. Stuart Nash Next Event Date: July 9, 2015 Next Event: Mediation v R, JOSEPH COOPER, IIL, ef al., Defendants/Counterclaimants. PROPOSED] ORD! UPON CONSIDERATION of Counterclaim Defendants Hilda Staples and Jonathan Staples's Motion for Summary Judgment on the Second Amended Counterclaim (the “Motion”) and supporting documents, Counterclaimants R. Joseph Cooper, III and Judith Cooper’s Opposition thereto, and the entire record in this matter, itis this__day of , 2015, hereby ORDERED that the Motion is DENIED in its entirety. SO ORDERED. Hon, Stuart G. Nash District of Columbia Superior Court Judge Copies to: All Counsel of Record