Complaint Unlimited Fee Applies

Cal. Super. - 6th Dist.April 1, 2021

\DOONQUI-bUJNH NNNNNNNNNr-tr-tr-tr-tr-tr-tr-tr-tr-tr-t OOQQUI-PUJNHOKDOOQQUI-bUJNHO E-FILED 4/1/2021 12:00 AM Clerk of Court DANIEL J. MASH, STATE BAR #123678 Superior Court 0f CA, McPHARLIN SPRINKLES & THOMAS LLP County Of Santa Clara 160 W. Santa Clara St., Ste. 625 21 CV381434 San Jose, California 951 13 Telephone: (408) 293-1900 Facsimile: (408) 709-5409 dmash@mstpartners.com Reviewed By: D Harris In Pro Per SUPERIOR COURT OF CALIFORNIA COUNTY OF SANTA CLARA MCPHARLIN SPRINKLES AND THOMAS ) Case No.2 21 CV381434 LLP, ) Plaintiff, COMPLAINT FOR INTERPLEADER V. VASILI STRATTON, an individual; KATHERINE STRATTON AS TRUSTEE OF STRATTON SURVIVORS TRUST A; KATHERINE STRATTON AS TRUSTEE OF THE STRATTON BYPASS TRUST; THALIA STRATTON AS TRUSTEE OF THE STRATTON GRANDCHILDREN’S TRUST; SAMOS ENTERPRISES, LLC, a California limited liability company; and DOES 1 through 25, inclusive, Defendants. vvvvvvvvvvvvvvvv Plaintiff, McPharlin Sprinkles and Thomas LLP (“MST”) alleges as follows: GENERAL ALLEGATIONS 1. Plaintiff is a professional LLP, organized and existing under the laws of the State of California. 2. Plaintiff is informed and believes and, on that ground, alleges Vasili Stratton (“VS”) is an individual and member of Samos Enterprises, LLC, a California limited liability company (the “‘Company”). Complaint for Interpleader 1 \DOONQUI-bUJNH NNNNNNNNNr-tr-tr-tr-tr-tr-tr-tr-tr-tr-t OOQQUI-PUJNHOKDOOQQUI-bUJNHO 3. Plaintiff is informed and believes and, 0n that ground, alleges that Katherine Stratton, as Trustee 0f Stratton Survivors Trust A (hereinafter “KSST”) is a member of the Company. 4. Plaintiff is informed and believes and, 0n that ground, alleges that Katherine Stratton, as Trustee of the Stratton Bypass Trust (hereinafter “KSBT”) is a member 0f the Company. 5. Plaintiff is informed and believes and, on that ground, alleges that the Stratton Grandchildren’s Trust (hereinafter “TSGT”) is a member 0f the Company and that Thalia Stratton is a Trustee of the Stratton Grandchildren’s Trust (hereinafter collectively “TSGT”). 6. Plaintiff is not fully advised of the names and capacities of defendants sued herein as Does 1 through 25, inclusive. Plaintiff will amend this complaint to identify the Doe defendants’ true names when their true identities are known. 7. Plaintiff is informed and believes and, on that ground, alleges that each 0f the defendants sued herein as a Doe, in doing the acts and engaging in the conduct set forth in this complaint is or was acting as the agent or employee of each 0f the other defendants 0r was acting in the scope of such agency or employment. 8. Plaintiff is informed and believes and, 0n that ground, alleges that on 0r about August 9, 2004, the Company filed Articles 0f Organization with the California Secretary of State. 9. Plaintiff is informed and believes and on that ground alleges that the Company owns the real properties commonly referred t0 as: 2804 Elk Grove B1Vd., Assessor’s Parcel Number 132-0460-107, 2730 Elk Grove B1Vd., Assessor’s Parcel Number 132-0460-108, and 2814 Elk Grove B1Vd., Assessor’s Parcel Number 132-0460-109 in the City 0f Elk Grove, California, referred t0 as the Stone Lake Proj ect, Sacramento County Assessor With all improvements, if any, thereon (collectively the “Property”). 10. Plaintiff is informed and believes and, on that ground, alleges that in 0r about October of 2018 VS, KSST, KSBT and TSGT reached an agreement, wherein KSST, KSBT and TSGT agreed t0 transfer all of their respective membership interest in the Company, totaling Complaint for Interpleader 2 \DOONQUI-bUJNH NNNNNNNNNr-tr-tr-tr-tr-tr-tr-tr-tr-tr-t OOQQUI-PUJNHOKDOOQQUI-bUJNHO seventy-five percent (75%) (“Membership Interest”) to VS in exchange for a payment of Three- Million Dollars ($3,000,000.00), as adjusted to account for VS’s twenty-five percent (25%) membership interest (The “Transaction”). 11. Plaintiff is informed and believes and, 0n that ground, alleges that in or about October of 2018 VS, KSST, KSBT and TSGT approached Daniel J. Mash, a partner in MST and requested that he prepare an agreement to facilitate the Transaction. VS, KSST, KSBT and TSGT further requested that Daniel J. Mash/ MST (collectively “DJM” 0r “MST”) act as the escrow agent for the Transaction. DJM did prepare a Limited Liability Company Membership Purchase Agreement (the “Agreement”) and agreed t0 be the escrow agent for the Transaction. A true and correct copy of the Limited Liability Company Membership Purchase Agreement is attached hereto as Exhibit A and is incorporated herein. 12. On October 21, 2019, the Company formally executed a resolution t0 accept Vasili Stratton as the sole member in the company. A true and correct copy 0f the resolution is attached hereto as Exhibit B and is incorporated herein. 13. Pursuant t0 the Agreement, VS tendered an initial deposit t0 MST in the amount 0f $200,000.00, which MST deposited into its client trust account. Thereafter, pursuant t0 the Agreement on April 26, 2019 MST received the balance of the purchase funds on behalf ofVS in the amount 0f $2,800,000.00 Which it also deposited into its client trust account. Therefore, as of April 26, 2019 MST had received $3,000,000.00 0n behalf ofVS to fund the Transaction (the “Purchase funds”). 14. Pursuant to the party’s instructions and agreement on May 1, 2019, payments were issued from the MST client trust account to KSST, KSBT and TSGT. However, thereafter KSST, KSBT through her legal counsel and TSGT through her legal counsel each advised MST they would not accept the payments, and each returned the funds. MST retains the purchase fimds in its client trust account. True and correct copies of the returned checks are collectively attached hereto as Exhibit C and is incorporated herein. MST has no interest in the Purchase funds. Complaint for Interpleader 3 \DOONQUI-bUJNH NNNNNNNNNr-tr-tr-tr-tr-tr-tr-tr-tr-tr-t OOQQUI-PUJNHOKDOOQQUI-bUJNHO 15. Plaintiff is informed and believes and, 0n that basis, alleges that on June 11, 2019 KSST and KSBT filed an action in Santa Clara County Superior Court under Case No. 19CV34973O seeking t0 rescind the Transaction (the “Action”). Since the Action was filed, MST has been cooperating with various legal counsel for the Parties, in an effort to complete a stipulation to transfer the funds t0 one of the party’s attorney’s client trust account pending the outcome 0f the Action. Despite numerous drafts, a transfer has not yet occurred. 16. On March 11, 2021 Daniel J. Mash was contacted by email by Jason Skaggs. Mr. Skaggs informed Daniel J. Mash that he now represented KSST and KSBT. In a phone call later that same day, Mr. Skaggs informed Daniel J. Mash that KSST and KSBT now wanted the May 1, 2019 checks reissued t0 her from the Purchase funds. Daniel J. Mash Informed Mr. Skaggs that given the return of the checks and the subsequent litigation, all parties t0 the escrow, including TSGT, would have to have notice of his clients request and consent and/or mutually agree t0 his check request for a distribution of the Purchase funds. And if that did not occur the Purchase funds would be deposited with the court by interpleader. A true and correct copy of Mr. Skaggs email is attached hereto as Exhibit D and is incorporated herein. 17. On March 15, 2021, Mr. Skaggs on behalf ofKSSTand KSBT sent a written instruction to Daniel J. Mash to reissue a portion of the Purchase funds to KSST and KSBT, n0 later than March 22, 2021. The letter was also sent t0 VS’s attorney Mr. Arellanez. On Marchl 8, 2021 Mr. Arellanez contacted Daniel J. Mash and confirmed he had received Mr. Skaggs letter. Mr. Arellanez told Daniel J. Mash he had t0 discuss the matter With his client. As of March 22, 2021 Mr., Arellanez had not further contacted Daniel J. Mash. A true and correct copy of Mr. Skaggs letter is attached hereto as Exhibit E and is incorporated herein. 18. On March 22, 2021 Daniel J. Mash notified Mr. Skaggs and Mr. Arellanez in writing that because he had now received conflicting and uncertain instructions from the parties, he was obligated t0 interplead the conflicting claims and money with the court. A true and correct copy of Daniel J. Mash letter is attached hereto as Exhibit F and is incorporated herein. 19. Apparently in response to an email exchange between Mr. Skaggs and Daniel J. Mash, on March 22, 2021, Mr. Arellanez instructed MST t0 interplead the funds. A true and Complaint for Interpleader 4 \OOOQQUIAUJNH NNNNNNNNNr-tr-tr-tr-tr-tr-tr-tr-tr-tr-t OOQONUI-bUJNHOOOOQQUIAUJNHO correct copy of the email communication is attached hereto as Exhibit G and is incorporated herein. FIRST CAUSE OF ACTION (Interpleader) 20. Plaintiff incorporates herein the allegations contained in paragraphs 1-19 above as though fully set forth again an incorporated them herein. 21. Plaintiff is informed and believes and, on that ground, alleges that as 0f March 15, 2021 it has received conflicting and uncertain instructions from the parties as t0 the Purchase funds. 22. Plaintiff files this complaint in good faith and without any View 0r opinion as to the respective parties’ respective positions. Plaintiff cannot determine which or if any party is entitled to payment or performance and cannot act given that this Action is pending and given the conflicting and uncertain instructions from the parties. 23. Plaintiff Will deposit with the clerk of this Court upon the court’s authority, there t0 remain subject to the outcome 0f this action, the amount of $3,000,000.00. WHEREFORE, Plaintiff prays for judgment against Defendants, and each of them, as hereinafter set forth. FOR THE FIRST CAUSE OF ACTION 1. For a declaration as to the correct disbursement of funds; 2 For applicable interest; 3 For costs of suit incurred herein: 4. For reasonable attorneys’ fees; and 5 For other damages Which the court deems just and proper. DATED: March 30, 2021 McPHARLIN SPRINKLES & THOMAS LLP By: Daniel” Mash Complaint for Interpleader 5 L.) \OOGQONML W LIMITED LIABILITY COMPANY MEMBERSHIP PURCHASE AGREEMENT THIS AGREEMENT is made as of 5 2013 batman VASILI STRATFON, member and purchaser, {hereinafter “VS"), member IMTHERINE STRATTON, as trustee of Stratum Suwivors TrustA (hcrehmfier "KSST"), msmber Katherine s_trai’wn as Trustee of tho Station Bypass Trust (hm'einafter “KSBT” . member Thaflia Stratton as Trustee ofthe Stratton Omndchflchfln’s Trust mereinagfter “TSGT”) and Samoa, LLC, a Califomin limited liability Company (hereinafter “Samos”). RECITAM A. 0n or about August 9, 2004,‘ Samos filed Articlas cf Organization wifll the Chfifomia Secretary of Statfi. A true and gorrect copy of the Articles of Orgmllzation ate attached hem as ExhibitA and are incorporated herein by reference. B. Thereafter, tha Members entered into an Operating Agreement. A true and Comet cofiy ofthe Operating Agreement is attached hereto as Exhibit B and £1116 incorporated herein by mfercnoo ~ Cf. The company owns the real prop srties commonly refefl‘cd to as Parcel 2804 Elk Grove Blvd., APN. Number 132-04604107, 27'30 Elk Grove Blvd» AFN. Numbar 132-0460408 and 2814 Elk Grove: Blvd, AFN. Number 1312-0460409 1:1 the, City 0f Elk Grove, Califorfiia, refermd to as tha Stone: Lake iject, Samento County Assessor with all improvemants, ifuuy, thereon, and all of SolEcL's’ rights and appm‘tanflnuas thereto (collectively the “Property’j. I D. i’rovislon 5.2 of the Opm'aiing Agreement allows the Mambars to make decisions regarding the oparufion and ownership of the buginess by informal consultations foflofied by an agreement among the majority of the Membfirs. Page 1 0f9 _ EXHIBITS}: 00045 B. Provision 8.2 ofthe Upgrating Agreemaut regarding transfer ofownership interest allow any Mcmbor to n'amfar all or a portion of his ownm‘ghip interest pursuant to unanimous approval by the Members. F. The current outstanding membership intemst 0f the company is, as fallows: i. Vasili S‘tratron 25% ii. Katherine Strutton, as trustee of Stratum aluwivors trust A membar 41 . 100696 ijL Katharine Stratton as trams ofthe Sn'atton bypass trust 13 .8994% iv. Thailia Stratton as trustee of‘the Sfi'atton Grandchfidrcn’s trust 20% G. KSST, KSBT and TSGT wish to n’ansfer all 0fthei1' respective membership interést in tha Company totaling Seventy-Five percent (75%}.(“Membmship intarasrt”) to VS in 6x03191136 for a payment ofFovailHon Dollars ($4,000,000.00), wln‘ch KSST, I(SBT and TSG'I' shall both rewiva and distribute in proportion to their respective: mambarahip interest in The Cumpauy. H. The company wishes to annapt'VS as the sole mambm‘ in the Company. AGREEMENT ‘ I 1. Imusfer 11mm. VS shall wceive from KSST, K&BT and TSGT KS all of thgair 75% membership interest in the Company 1n exchange for a payment of Four Million Dollars {$4,000,000.00} The Purchase Price Shall ha payainla as follows: ‘ (l). Down gammy Within five (5) Business days aflm the. execution and dafivm‘y of this Agreement by VS ant! KSST, KSBT and TSGT, VS shall deliver to EscrowAgent“ an earnest money deposit of Two hundned Thousand and 00/100 Dollara ($20 0,600.00) by check payable: to Escu'ow Agent (tha “Maw. This $200,000.00 shall be credited towards the total Purchase Price. KSST, KSB’I‘ and TSGT 54d VS intend. and agree that this ’Agreemant is a valid and Page 2 of9 00046 enforceable agreement, supported by adequate consideration. (iilfimmmggmm. This contract ts contingent upon VS within 511x (6) months after the Parties have executed fixis Agreement and the Agneement has been delivered to Bsomw Holdm', obtaining from a lending institution (“Lendm”) an agreement that lender will loanhim the amount of Three Million Eight Hundred Thousand Dollars ($3,800,000.00) for tha purpose that itA ' be used as pprchuse money in this transaction (“New Loan”). 2. E{fgggixg fig1g; Onogljng 0fflm'gw; 53m. The Effective Date of thia Agreement ("Effective Date”) shall be the data of the last aignatum hercon by all 11w p alties‘ ( £116 Bffecflva Date). Upon Q11] emacution of this Agreement, Sellers shall deliver a copy of this Agreement t0 the Baorow Agent, W160 Wu'gt Santa, Clara St, Ste. 400, San Jose CA 951 1 3. Tim Closing ofBuyer's acquisition (tlw“mg? shall occur ofi the date that om: hundred and sight}; (180) days i‘mm. and fitter the Effective Date (the "Closing Date") (a) The Closing shall occur at the office ofEacmw Agent locatad at 160 West Snafu Clara St, Sta. 400, San Jose CA 95 113, Sara Jose, California m1 the Closing Data 01' at such other time and place as Sellers and Buyer may othcrwlso agm in writing. 3, ljglrchagg Brice Allocgiong. . i Upon receipt and after thapayment ofany debt, costs m' expenses the purchase money shall be distributed to member KSST, nmnhar'KSBT and membm' TSGT in in preporfion to their respective membership intmst in the Company. (a), W. KSST, KSBT and. TSGT hereby acknowiedge that VS’S Page 3 of?) 00047 investigation of the Pmperty is a contingency to his acquisitiofi- of tha Membmlflp intemet. Aocmfiingly. notwithstanding anything 1:3 the contrary captained mthis Agreement, at any time on or befum the date which is thirty (30) days after lhc Effective Date (the ",ngegsihflitg Taminggiog M’U‘VS aha}! have the right, in his commercially reasonable dismtion, to detennim whether he will proceed with this transaction or terminate this Agveemmt. If, on or before the Feasibility Termination Date, VS delivers written notice to KSST, KSBT and TSGT and Escrow Agent that he has detm-mined not to pméeod with this transaction, as set fnrkh above, then this Agwuneut shalt flmmupon iemimte. Upon'sueh texminaflon, K391; 1mm“ mi TseT, vs and Esmow Agent shall re‘fund thc depoait Ix) VS. If VS does not deliver written notice amusing this contingency by the Famibflity Termination Date, VS shall ha damned to have waived his right to temfinate this Agreement. (b) (SST KSB am! T D cl nts VS hereby confirms and aclawm'edgw that 11a has renewed (wheflwr partially or wholly in elementsfmt) copies of ail documents pertaining to the Mendmmhip intwnst or tbs Property to tlm qxtent in ICSST,KSBT and ‘ TSGT' possession (all domunantafion and other informant; remived by VS mlating to 111° Membership intcrwt or the: Property is collectively xefmml Do as_ the "Due Diligence Dummenta”). (c) 1 li c - ro s. Su bject to and in accordance with the team of thismg, VS confimns that he shall, prior to the Feasibility Temmination Date, have had Mplc opportunity to conduof its dun diligence investigations ofthx: anbmhip intmst and‘ lm- the Properly and review carefully all documentation and mformufion he dams necessary and to completa tilll invsstigatiuns, mmminafinns and inspections of the Membership intamst and Page 4 of9 00048 LIMITED LIABILITY COMPANY MEMBERSHIP PURCHASE AGREEWNT THIS AGREEMENT is made as of0mm 26, 2013 henween VASE: smrron, member and purchaser, (hereinafter NS”), member KATHERINE STRATTON, as trustee of Stratton §m~vivors Tmt A (hereinafter “KSST”; mnmbar Katherine Stratum as Trustee of the Straflon Bypass ’I‘mt (hereinafter “KSB'I‘Q, member 'l‘hailla Simian as Trustee of thn Straflcn Gtmdchlldren’s Trust (hereinafm “'I'SGT”) qnd Samoa, LLC, a California limited liability , Company (hereinafter “Samar? . I RECITALS A. | 0n ur about August 9, 2004, Samoa med Arms of Orgmfizauon with the California Secretary 6fState. A true and correct copy offlm Articles ofOrganization arc attached hereto as Exhibit A and are incmjpoxaflcd herein by ram'eme. B. Thereafter, tbs Members entered into an Opemfing Agréoment. A true anti correct dmwy ofthe Opemtmg Agnicment is attached hereto as ExhibitB and are incoxpomted herein by ramming C. The cbmpany owns the real propcm'es commonly referred to as Pm'oal 2804 Elk. Grave BM, AFN. Number lsmolmm, 2730 13.11: Grave 31m,Am Number 132-0450-103 anti 2814 Elk Grove Blvd, AFN. Number 1142-0460469 in the City of Eik Grow, Galiforrda, ‘referrcd to as the Stem Lake Project, Sacrmnw Comm; Assessor \‘m'th all imprbvemems, if any, thmeon, and all 0f Ballara’ rights and appuflenances thereto (collectively tho “Property”). I), Provision 5.2 ofthc Opemting Agreement allows the Members $0 make decisions regarding the upwau'on and ownership of the business by informal conmfltations followed by. an amamom among tho majority nfthe quhurs. ‘ Page 1 of 9 00054 I B. Provision 82 01" the Operating Agreement;regmfing tmnsfei‘ ofowrmrship interest allows any Member to tranmr all or a pmfian of his ownership interest pumuant to unanimous approval by the Manbers. F+ The current outstanding mambership interest affine company is, as follows: i. Vasfli Stratum 25% ‘ ii. Katherine Stratum, as trustee of Siratton s'urvlwrs trust A lumber 41 ,l 006% iii. Katherine Simtton as Hume of tha Stratton bypass trust 13.899402?» iv. 'i‘hailin Stratton as trustee of the. Stratum Grandchildren's trust 20% G. KSST, I(SBT andTSGT wish to transfer a1! offheir reSpecttve membership intemst in the Company totaling Semiy-Five percent (75%) (“Membership finm'est”) to VS in exahange fur apayment of'l‘hrcc-Mfllion Dollars ($3,000,000.00) as adjus‘Lmi to aécounfldeduct furVS 25 “/6 interest, which KSST, KSB’I‘ and TSGT shall both mueive and distribute in preputtion to their respecfiw mmbership interest in the Company i H. The company wislms to acccpt VS as 11m sole member in the Cnmpany. AGREEMENT ' 1. Trangfier fliergyg. VS shall receive fl’om KSST. KSBT and TSGT KS a1! 0f their 75% membership Interest in the Company in exchange for a payment of Three Million Dollars ($3,000,000.00). Tbs Purchase Price shall be payable as follows: (i).MWIWfihm five (5) business days aflcr tho execution and delivery ofthis Agreement by VS and KSST,KSBT and TSGT, VS shall deliver to Escrow Agamtflm an earnest money tieposit of’l‘wu hundred Thouaand and (30/1 00 fiaflars ($200,000.00) by check payable to Escrow Agent (the “M”; This $200,000.00 shall ha credited towards the botaLPurchz-Iée Page 2 0f9 00055 1,,- x q Pflce. KSST, KSBT and TSGT and VS intend and agree that this Ammnent is a valid and enfiorceable agreement, supportad by adequate mnsldarafima‘ (111. Fingmjgg Cunfingmgy, This contraqt is contingent upon VS within six {6) months after tho Parties have executed this Agreement and 11m Agreement has been delivered to Escrow Holder, obtaining ii‘om a lending institution'(“Lend er”) m1 agmement that lender wfll loan 111m the amountofTwo MillionEight Hlmdmd Thousand Dollars ($2,800,000 ()0) for the pmpose that it bu used as pm'ohase monay in this transaction (“New Loan") ”) IfVS'as unable to secure financing, fm‘ any reason, VS must pxovide written rmtice to KSSTs KSBT and TSGT withinfive (5) days 0f the expiratiun 6f the financing contingency period that this. contract is terminated and flue deposit shall be retumed to VS. 2. Efieflmhm; Opwlng 0f chyum silosmg. The Effaotive Date of this Agmemcnt (“Effective Data") Shall bfi tho date 0f the last signatuwharm by all the parties ( the Effective Date) Upon full execuiian oi this Agreement, Sellers shall deliver a copy of this Amman: to the Escrow holder, Daniel J. Mash 160 West Santa Clara St, Ste. 400, San Jose CA 951 l3. The Closing ofBuycr‘a acquisition [the“th3 shall occur on the datetlmt (me hundred and eighty (180) days from and after the Effacfive Date (tile “Clasjgg Date”). (a) The Closing shall Occur at the office 0fEscrow holder located at 150 West Santa Clara St, Siva. 400, San Jose CA 951 135 San Jose, California 011 1110 Closing Date 01' at such other time and place as Sellers and Buyer may otlmrwlse agree in mitifig. 3. larch t'i 0 . Page 3 of9 00056 Upon 1mipt and afiax the payment ofany debt, costs or axpandes the pmcslmso moms! shat! be distributed m member KSST, member KSBT and member 'I'SGT in 111 proportibn to their respective membarehip interest in the Company. 4- WNW: (a). W. Kss'r, [cssT and T3011 hereby acknowtedge that vs'a investigation of the Propsi'ty is n contingency to his acquisition of the Mmhership ihtarest. Aficordingly, notwithstanding anything to the cnntrary contained in this Agreement, at any time on 01' before the damwhich is thirty (30) days after the Effimtive Date (the“Wm Qm’WS shall lama the. right, in his commercially reasonable discmtion, to dwtsrmine whethen ha will proceed with this Musadion or terminaw this Agréememt. If, on or before the: Feasibility Tarminafion Date, VS delivers written notice to KSST, KSBT and TSGT and Escrow Agentfixai Ile'haa detennmed not to proceed with this transaction, as set. forth above, than this Agreement shall tlmraupon terminate. Upon such imminntion, KSST, KSBT and ’FSGT, V8 and Eswow Agent shall refund the dcpoait to VS. 1f VS does not deliver written notisa exercising this contingemcy by the Feasibility Taz‘mmTtion Date, VS shall b6 deemed to have waived his right to terminate 1his Agreement. (b) m1; [$53! mug! JE‘GT Documegfia. VS hereby confirms and acknnwledges that ha has iacaived (whether partially or wholly in electronic. fmmat) ooples of all (1onWtflng to the Membership interest m‘ the Property ta tits extent in KSST, KSB‘I‘ and TSGT' possession (all docmnenmtion and other information received by VS relating to flan Membemlfip interest or the ‘Pmpedy is collectively referred to as the “Due Diligence Documents”). Page 4 of9 00057 (o) flag Djijgencé gmwngalg. Subject to and in acmxdance with the terms of thismm, VS ocufivms that 1m shall, prior to flw Feasibility Terminafion Date: have had ample opportunity to conduct. its due diligence investigations of the Mambarship 'mterest and for the Fromm: and review carefully all dccumcntation and information he dawns necassmy and to' cumplote all investigations, axaminations and inspactions of the Membership intel'cst and Property that he deems neoeéaary, a(tvisable 01' prudent tn protect its internats in acquiring the M&mbmship interest. (d) Mm. VS shall defend, indemnify, and hold harmless K.SST, KSBT and TSG‘F, then” managers, officers, membcm, and any linenseas atthe Properly, flom and against ail losses, costs, damages, claims, and liabiliticg (whethal' arising out of injury nr death to persons or damage to the: Property or otherwise) including, but not limited to, costs of mmecfintion, restoration and other similar activities, mechanic‘s and materjulmcn's Hans and attumcys' feas, arising out of or in cenneofion with VS’s due diligence, VS's brsmh of its obligations under this Agreement or VS's or any tlfisfl parties under thp direction of VS entry upon the Propefly. Notwithstanding the foragoing, Buyer shafl not be obligated to rastorc or to indoinuifi h] connection with any damage, Iiability, 01‘ claim resulting sole}! from (i) any gross negligence or willful mismnduct 0fKSST, {(‘SBT and TSGT, theh' agents, cmpbyaes, and/or coniractnrs 0r (ii) any prerexisting matters merely Eliscovercd by VS {e.g., latent envimnmantal contamination). The provisions of this subparagraph (t) shall survive the Closing or, if the: purchase and sale is not consummated, aw tennination 0f this Agreement > (a) Lima. VS shall keep the Property fi'ee from any liens and shall pay Wham due all bills arising out of any work performed pursuant to VS’a studies, inspections, and .Pagefiof9 00058 investigations on the Property. If VS fails to cause the release of record of any such liens) filed against the Property (or any portion thereof) by payment of the lien amount or by obtaining and recording a “Relaase Bond" pursuant tn California Civil Code Seulion 8424 within tan (10). business days fiom file date of tho lian fliing(s), then KSST, KSBT and TSG'I‘ may, at VS’B expanse, same such Heme) to be released by any means KSS'I‘, KSBT and TSGT deem prayer, including, but not limited to, payment of the claim giving rise to thg Iian(s} or obtaining and recording a Release Bond. A11 sums disbursed, deposited or incurred by KSST, KSBT and TSGT in connection with the relaase ofthe lien(s) shall be due and payable by Buyer to KSST, KSBT and TSG'J.‘ on demand by KSST, KSBT and 'I'SGT. VS’s obligations under this subparagrayh (g) shall aurvive any termination ofthjs Agreement. I (t) Wm. Prior to the Feasibility Teunination Date, VS shall huvé tha right to peizthrm an environmental site assessment ofihe Property, including, hut notlimited to, - a Phase I study regmfling the environmmtal condition of tho Property. VS shall protfiptly deliver to KSST, I(SBT and TSGT copiss of any anvironmemal site assessment, soils rapm'ts and Other reports dealing with the physical condition of the Property (which obligation Shall survive any telrmination ofthis Agreement). VS's entry onto the Proparty is at his sale risk and expense. _ 5. '23mm. on or before catcher 2, 2013 Kssr, KSBT amtTSGT sham tender their seventy five percent (75%) membership interest subj éct to this Agteement for transfer 1:0 escrow in an Assigmneut ofinterest, in the fem attanhcd hereto as Exhibitc (“Close ofSalo”). ' Tm escrow agent, shall hold tbs mmmbership interest in escmw to bc distributed to VS upon conflnnation and verification ofVS funding of the $4,000,000.00 purchase money to be paid to 1:331: KSBT and TSGT. ‘ ‘ Page 6 of 9 00059 5. Mm. Essa: KSBT and TSGTKs gepresents and warrants that they are the owners beneficially and of record of a1! tbs membarship interest to be transferred hcreunder fi’eé and clear of all liens, encumbrances, security agreements, options and claims. KSST, KSBT and TSGT raprewnt thué they have notmctml any obligation (m behalfof the Complaint which is not specificafly set forth in its current‘financiat statemchts 0r mantis. These wmnuiies shall survive Close of'l‘ransibr. ‘7. Fgmther 99mm3a. The parties shall take all necessary steps and execute all ‘ fuflhm‘ docwmuta essenmia'l to pegfbrmance of this Agreement, including 2m amended Opeming I Agraemen‘t and Statement ofInfiol'mafion prior to the close of sale date. 8. W. This Agreement shall bind the heirs, successor: and assigns o'f the panties hereto .9. Legal F099 and gym. Iflegal action is brought tn intetmet, avoid ox enfim‘oe the terma of this Agreement, the pwVaiIing party shall be"cntitled to its ntturneys’ fees. plus costs of - suit. i0. Cogntmrtg. This Agreement may be signed in counterparts, each of which shall be an original, but all counterparts shall constituln one and tile same instrument and shall be afl‘bctive as offlaa date fist wrlihen abow. I . 11. Qogcmyg‘ gLam forum; gym;93m This Agreement shall be governed by and eonstrued in accordance with the laws ofthe State of California. This Agneement and its' subject matter have substantial comacts with California, and all actions, suits or otherproceedings with mspmfi to this Agreemmt shall be brought onlym a cnmt of competentjurisdiction Sitting 1n Santa Clara County, or in the federal district court having jurisdiction over 111m County. In any Page 7 of9 00060 such action, suit; m- pmceeding, such court shall have persona] jurisdiction of all of tha parties hereto, and service of process upon them under any applicable statues, laws, and rules shail (m deemed vaiid and good. 12, MW. Tu tbs extent not poverefl by insurance, VS and the Company shall hold harmtess and indemnify KSST, KSB’I‘ and TSGT, their suogesmrs and assigns, from and ggajnst my'md ail claims, actions, causes nrl’ action, verdicts, demands, orders, judgments, settlements, liabilities, losses, costs, obfigations. damages, expenses, ofi’scts, deductions, refimds, recoupments, or pemflflas (including court costs and afiomey and other consuftamy faes) resulting fiom or nmibutableto any act ufr omission ofthe Company before and subaequenttn the closing or ‘ related tn the franswflen. t3. Wake: 5g firageh. No covenant 0r condih'ou of this Agreument can be waived except by 11m writien consent of the parties. Forbearance or indulgence by either party in any ragard Whatsosver shall not commune a waiver ofthe covenant m‘ condition to be£38;me by the other party in which tha same may apply and, uufi) complete peribtmanae of said comm; or condition, said party shall be entitled to invoke any remedy amiable under this meme“: or by law or in equity despite said forbearnnw or indulgence. 14. mama 14.1 ggunflflmfln! [nfgnguflgm KSST, KSBT and TSG’I‘ shall n01 disclose ahy lease data, geports, or other confidential infiarnmion ofthe Company, including but not limited ' to client or tenant rewrdfi or leases or lease terms and any of the provisions 9f this Agreement. KSST, KSBT andTSGTfimher agrees that both during and afier The term of this Agreement, they 3M1 pioteot and preserve the confidential and proprietary nature ofal'i Such information and Khan Page 8 of 9 00061 'om the duties and msponsibitlfies set ibrth in this Agreemem, or as may be ofhmwlsa required by .law; or usé suuh fllfounation to KSST, KSBT and TSGT’s advamage or to the. adwntage of any othar person or entity, except to the extant moessary and consistent with her duties and obligations . under this Agreement. (Signatures onpage 9 of?) Executed hisZfiéday of October, 2'01s ac Santa Clara County, Califomig. SAMOS, LLC Dated: 0mm 26,3018 By: XE «622%Kat e ‘ine Stratton, Member Dated: Octobm:4% ,20 18 1 mm Dated:00tobfi1‘_fi€_,2018 :VZ 2 rWV/gf .2. {fl 1") I [a vine Stratton, as nusteguoffimtonSHEER TrustA ‘ WMBER x: 7.5 Dated: October.- .35 , 01 8 ‘fiWW/Mkw”MM_W ’l‘hafla Stratton, as Trustee ofthe Strattou Gmadchildren’s Trust MEMBER Page 9 0f 9 00062 \DOOQQUI-PUJNH OO\I&Ul-PLIJNF“OKDWNO\U§#WNF‘O Exhibit B sAmos’s UNANIMOUSmmmRESOLUTION 0F CONSENT AND AUTHORIZATIONOF TRANSACTION WHEREAS, the undersignedbeing n1] affine mambsm of Samoa, LLC acting pursuant to applicable CaliforniaLaw and11m Operating Agmmmmt of1115 Company h'emby waiva the calling and convaning of amceflng and finding it is desimble in 0mm-m accomplish the Company’s business objectives, the board autlwrizes and causmts to the adoption ofthe fnllowingrecitals and resolutions; 1. Execution of the October 2.6, 2018 Limited Liability Company Membemhip Purchase Agremnent (the “Agi'eementman'saction") between Samoa, LLC, member Kaflmrine Strattan, as tmstae oi’Suattou Survivors TrustA (hereimftar “KSST’*), member Katherine Stratton as Trustee ofthe Stratton Bypass Tmst (hereinafler “KSBT’O, membar Thalia Stratton as 'nustee of the Stratum Gzandchildren s ’Dmst (hareinafier “TSG*I"’) and Vasili Stratton. A true and comet copy of the Agt'eement 13 attached herato as Exhibit A, 2, THEREFORE, it 'Js RESOLVED that the Company has authorizad and cunsented to the execution ofthe October 26, 2018 Limited Liability Company Membership Puwhaso Amoement between Smnos, LLC. mamber KSS‘I‘. member KSBT aml member TSGT. ‘ 3. RESOLVED FURTHER that tho Mainbem of the Company are authorized to executc: such documents and miss on hahalf ot‘the 130111133113 us awnecessary and prudent to effict that all terms and conditions necessmy t0 complete tho aforementioned transactions. SAMOS, LLC Dated; M“ £6“ (”5/ ym-fizwfwm Wm." Dated: ( O h 9x6 “‘25“ Wfig Kr Dated.- / ~'?6"”."f 5" Katholine Snatton, cmjcr Stratum Grandchildrcn’s Trust, Membm' Dated: I Mtn‘lIfH /fl/?’@/W /«((9 13y Thalia. Stantton} Trustee 00044 Exhibit Cl 2 3 4 5 6 7 8 9 0 1 2 3 4 5 6 7 8 9 0 1 2 3 4 5 6 7 8 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 MCPHARLuN, SPRINKIES Mums. LLP Fagggsgmfim ‘ » 1935 TRUST ACCOUNT. ' r I160w. SANTA CLARA s'T STE 400 A z * , . r? - . 7SAN JOSE, CA 95113 . t > ‘. ‘ ' 5/1/2019" ,PH. (408) 293-1900 FAX (498 293-1999 ' r r - A ~ ' '- r - ; .=..-.h..., .0...- «Hm 4 ...L_m..\. T, PAY To THE HA ORDER 0F Katherine Stratton Trustee $ 1 544 240 00 = One Minion Six HUndred FortynFour Thousandz‘rWO Hundred Forty and 00/1 00**§f******’$****‘kk*‘*‘k*‘k‘k***‘k*******'fl***** ‘ ' " ' fmmmwwwa ' " DOLLARS 'iELLUTBHEu'almQAEEBmawiy MCPHARLIN, SPRINKLES & THOMAS, LLP I TRUST ACCOUNT ‘ 1 935 IKatherine Stratton. Trustee __\ 511/201 9Trust Liability Distribution of Sale Proceeds 1,644,240.00 I k< Fremont Trust Stratton Survivors Trust V ' '* 1,644,240.00 EATIUHYSLUST/ A v A . \MCPHARLIN, SPRINKLES$Th JAB. LLP “E(g‘fg‘flnzfiw r 7 .1 933' TRUSf ACCOUNT _ ‘ - 160W. SANTA CLARA ST STE 400 = A ' . ‘ v ~' _;sAN Jose CA 95113 ( - - ' ' . 5/1/2019 ' f PH. (408)2934900 FAX(408)293 1999 ‘ _ ' _ - _- - a ggYDTEg‘gf Katherine Stratton. Tyustee i $ ”555,760.00 I L, ' ' _ ‘ ‘ ******~k~k******~k*****‘k***‘k**~k***~k***~k*******k*'k'k**** ‘A FlvevHund’red Fa’ft.y FiverTherJSFand $even Hundredrsrlftyjand 90(100 > r I > . DOLLARS ‘7fibdifiaam uLaL:U?aBau :quxaaamam I MCPH§RLIN, SPRINKLES & THOMAS, LLP I TRUST ACCOUNT ‘ . ‘ 1933Katherine §tratt0n, Trustee . ‘~ 5/1 /20 1 9 I Trust Liability" Distribution 0f Sale Proceeds ‘ 555,760.00 Fremont Trust Stratton Bypass 'Tgust r 555,760.00 + fi fim a g y d c l I 3N5. fin flack ? .mo d fi 3mm O_u '1 E H.- _ .m.:_ ‘ ' $513" 3.x. ‘ i. L‘ t u finflwmrflmv . jhvo \ h .. Lu v .“ : 1 W $ §Mmflnv ?Ammu. .fi $3, - 5» . 89000 iv \DOOQCN‘JI‘fi-UJ Exhibit D Dan Mash I ____ From: Jason Skaggs Sent: Thursday, March 11, 2021 10:52 AM To: Dan Mash Subject: Stratton Hi Dan, l represent Katherine Stratton, substituting in for the Sweeney firm. I am trying to get my arms around the Samosissues. It is my understanding that you are holding all of the funds in a client trust account or escrow? l do see astipulation to transfer the funds to prior counsel for both parties, but it is not signed by all parties and my understandingis that this never happened. Was there an agreement whereby you are holding the funds (assuming the above iscorrect)? If so, can you send it? Happy to discuss as well. Thanks. Best, Jason SKAGGSIFAUCE'ITELLP 530 Lytton Avenue, 2nd Floor Palo Alto, CA 94301 p 650 617.3226 f 650 644.0200 www.skaggsfaucette.com Exhibit E1 2 3 4 5 6 7 00 01 0 1 1 1I 2l 3I 41 511 6 1 : 1 711 811 9I 02 12 22 32 42 52 62 72 002 SKAGGSIFAUCETTELLP March 15, 2021 VIA ELECTRONIC MAIL & U.S MAIL Daniel J. Mash, Esq. McPharlin Sprinkles & Thomas, LLP 160 West Santa Clara Street Suite 625 San Jose, CA 951 13 dmash@mstpartners.com Re: Katherine Stratton Funds from Purchase Agreement For Samos LLC Dear Mr. Mash, It is my understanding based 0n my review 0f the files and my discussions with you that you arecurrently holding $2 million that belongs t0 my client Katherine Stratton (as well as another $1million that belongs t0 the Stratton Grandchildren’s Trust (“Grandchildren’s Trust”)-I d0 notrepresent the Grandchildren’s Trust and this letter only addresses Katherine Stratton’ s $2 million). This $2 million was used by Vasili Stratton to purchase the membership interests of KatherineStratton (as Trustee) 0f Samos LLC. While this transaction is currently the subject 0f litigation inSanta Clara Superior Court (Stratton v. Slratton, Case N0. 19cv349730) based 0n Mr. Stratton’sfraud, misrepresentation, breach of fiduciary duty, and elder abuse in connection with thetransaction, the current state of affairs is that Mr. Stratton controls Samos LLC and is utilizing Ms.Stratton’s membership shares that were the subject of the purchase t0 do so. Accordingly, there isno basis for you to hold the funds that Mr. Stratton used to purchase those membership interests.Obviously if the transaction is rescinded, pan ofthat rescission will consist 0fMs. Stratum returningthe $2 million to Mr. Stratton in exchange for the return of her membership interests 0r, if the Courtawards damages to Ms. Stratton the funds used for the purchase, the $2 million will be accountedfor in the calculation of damages. To the extent that you believe Ms. Stratton or her prior attorneyever provided instruction or permission for you to hold these funds, to be clear, such instruction orpermission is revoked. 530 Lytton Avenue, 2nd Floor, Pale Alto, CA 94301 p 650.617.3226 {650.644.0200 www.skaggsfaucette.001n Daniel J. Mash, Esq. McPharlin Sprinkles & Thomas, LLP March 15, 2021 Page 2 I am providing counsel for Mr. Stratton with a copy of this letter as noted below. If you or Mr.Stratton’s attorney has any legal basis for objecting to your releasing the funds t0 Ms. Stratton byMarch 22, 2021 (one week from the date of this letter), l ask that this be communicated to meimmediately along with specific reasons and legal authority. Otherwise, we will expect a release ofthe funds by that date. Sincerely, Jason M. Skaggs Cc: Matthew S. Constantino, Esq. (mconstantino@clappmoronexxom) Michael R. Arellanez, Esq. (marellarfiflclmnoroflyxm) Clapp Moroney, Vocinich, Beeman and Scheley, P.C. 5860 Owens Drive, Suite 410 Pleasanton, CA 94588 Exhibit F2 3 4 5 5 7 8 9 m 1111 114 116 1177 m m H m m % % % m w MCPHARLIN SPRINKLES & THOMAS LLP ATTORNEYS AT LAW 160 W. SANTA CLARA ST., STE. 625 SAN JOSE, CALIFORNIA 95] l3 TELEPHONE (408) 2934900 FACSIMILE (408) 709-5409 WWW.MSTPARTNERS.COM Via Electronic Mail jason@skaggsfaucelte.com Jason Skaggs Skaggs Faucetbe LLP 530 Lytton Ave., 2ND Floor Palo Alto, CA 94301 Re: Samos Dear Mr. Skaggs, March 22, 2021 PAUL S. AVILLA JEANNE D. DeBACKER LINDA HENDRIX McPHARLlN DANIEL J. MASH THOMAS D. MURTHA ANNE C. STROMBERG N. DAVID THOMAS ........................................... CATHERINE C. SPRINKLES IRETIRBD) I am in receipt ofyour letter 0fMarch 15: 2021. As I believe you are aware in October of2018, Katherine Stratton, as Trustee of Stratum Survivors Trust A (hereinafter “KSST”) and asTrustee of the Stl‘atton Bypass Trust (hereinafter “I(SB’F”) as well as Thalia Stratton, as Trusteeof the Stratton Gmndchildwn’s Tmst (hereinafter “TSGT”) agreed to transfer all of theirrespective membership interest in Samoa Entelprises LLC, totaling seventy-five percent (75%)(“Membership Interest”) t0 Vasili Stratton in exchangs for a payment of Three-Million Dollars($3,000,000.00)(“Purchasc funds”). I am the escrow holder for the Purchase funds. Pursuant to the party’s instructions on May 1, 2019, I issued payments from McPharlinSprinkles & Thomas LLI’ (“MST”) client trust amount t0 KSST, KSBT and TSGT. However,thereafter KSST, KSBT through her legai counsel, Mr. Ackermau and TSGT through hat legalcounsel, Mr. Clarides advised me they would not accept the payments, and each returned thefunds. MST retains the money in its client trust account. I understand thereafter, KSST and K.SBT filed an action in Santa Clara County SuperiorCourt concerning the transaction (the “Action”). Since the Action was filed, 1 have beencooperating with various legal counsel for the Parties tn complete a stipulation to transfer thefunds to one of the party’s attorney’s client trust account. Despite numerous drafts, a transfer hasnot yet occurred. It is evident from your letter that the circumstances have changed in that you. on behalf ofyOur client, have instmcted me to reissue a portion 0f the Purchase funds to Ms. Stratton. OnMarch] 8, 2021 I had a conversation with M1". Stratton’ s attorney MI. Arellanez, who confirmed J. Skaggs March 22. 2021 Page 2 he had received your letter. Mr. Arellanez told me he was considering your request but had todiscuss your letter with his client. However. I have not heard back from him. Therefore, as I infonned you in our phone conversation, in the event I receive conflicting or uncertain instructions from the parties, I am obligated to interplead the conflicting claims and money with the court. Cantu v. Resolution Trust C029,. ( 1992) 4 Cal. App. 4‘1‘ 857, 875, C.C.P. 386). Given your letter and the fact I have not received the consent of the other parties to the escrow, I will file a Cross-Complaint for lnterpleader in the Action this week, thereby placing the party’s respective claims before and Purchase funds in the custody of the court. If you are correct that Purchase funds monies should now be disbursed to your client, it is for the court t0 decide the issue. I have copied Mr. Arellanez with this letter so he is also aware ofthe forthcoming interpleader action. Very truly yours,/" Daqiel J. Mash Cc: Michael R. Arellanez (marellanez@clappmoroney.com) Exhibit G2 3 4 5 6 7 00 9 01 I1 21 31 41 51 61 7..1L 8l 911 02 12 22 32 42 52 62 72 002 Tonason Skaggs <‘ason ska sfaucette.com> Cc:MichaelR.Arellanez Subject: RE: Stratton-Samos Jason, in my view | am faced with both conflicting and uncertain instructions. Your client cannot unilaterally dictate how and when the escrow funds are disbursed. Aside from Mr. Stratton, l requested when we talked by phone that you reach out and obtain direction from Thalia Stratton the third party to the escrow, but | have not heard from her nor anyone on her behalf. As a consequence I have no choice but to interplead the funds and let the court decide the issue. Iam available to discuss if a mutual instruction is agreed to by the parties to the escrow. Dan From: Jason Skaggs Sent: Monday, March 22, 2021 11:32 AM To: Dan Mash Cc: Michael R. Arellanez Subject: RE: Stratton-Samos Dan, Thanks for your letter. Unfortunately a lack of response from Mr. Arellanez and his client are par for the course, but | don’t believe that this lack of response satisfies the requirements for an interpleader. Based on your letter, it appears that you believe you are holding the funds based on the express instructions of my predecessor counsel. Those instructions, do the extent that they were given, are rescinded. Mr. Stratton does not claim any right to these funds as far as l know (and no such claim is identified in your letter). If he does claim such a right, he should assert it and provide a basis. But at the current time, there are no conflicting or uncertain instructions and you are not authorized to hold onto my client’s money. We obviously reserve all rights if the money is not released. If either of you want to discuss, please let me know. Best, Jason SKAGGSIFAUCETI’ELLP 530 Lytton Avenue, 2nd Floor Palo Alto, CA 94301 p 650 617.3225 f 650 644.0200 www.skaggsfaucette.com From: Dan Mash Sent: Monday, March 22, 2021 11:19 AM To: Jason Skaggs Cc: Michael R. Arellanez Subject: Stratton-Samos Jason and Michael, please see attached letter. Dan SKAGGSIFAUCETI'ELLP 530 Lytton Avenue, 2nd Floor Palo Alto, CA 94301 p 650 617.3226 f 650 644.0200 www.skaggsfaucette.com From: Dan Mash Sent: Monday, March 22, 2021 12:09 PM To: Jason Skaggs Cc: Michael R. Arellanez Subject: RE: Stratton-Samos Jason, putting aside the fact your client is one party to a three party escrow, there is an inherent conflict in her own position. As l understand it she has a pending lawsuit to rescind the transaction and refused to accept the funds in support of that position, yet you are now instructing me, while that lawsuit is pending, to disburse purchase money to her, in direct conflict with the position she has pending before the court. l will interplead the money absent uniform instructions from all parties to the escrow. From: Jason Skaggs <'ason ska sfaucette.com> Sent: Monday, March 22, 2021 11:48 AM To: Dan Mash Cc: Michael R. Arellanez Subject: RE: Stratton-Samos Da n, I’m sorry, I don’t follow. The money you reference with respect to Thalia money is separate from Katherine’s and not our problem. Again, if there are conflicting or uncertain instructions about Katherine’s money, please specifically identify them. Obviously you would have to do that for the court. Thanks. Jason SKAGGSIFAUCETI'ELLP 530 Lytton Avenue, 2nd Floor Palo Alto, CA 94301 p 650 617.3226 f 650 644.0200 www.skaggsfaucette.com From: Dan Mash Sent: Monday, March 22, 2021 11:40 AM Dan Mash - _ fl From: Michael R. Arellanez Sent: Monday, March 22, 2021 12:08 PM To: Jason Skaggs; Dan Mash; Matt Constantino Subject: RE: Stratton-Samos Greetings, We are in agreement with Mr. Mash that the claims and funds should be interplead with the Court. Based Mr. Skaggs’ unilateral request we feel this is the best method to proceed with. In alternative, we would consider having the funds deposited into a trust account with Clapp Moroney until this matter is resolved,, Best, Michae1 R. Arellanez Dan Mash From: Jason Skaggs Sent: Monday, March 22, 2021 12:45 PM To: Dan Mash Cc: Michael R. Arellanez Subject: RE: Stratton-Samos Thanks Dan. l am not trying to make the decision unilaterally. You are holding my client’s money. You have received no uncertain instructions. There are no conflicting claims Mr. Arellanez has said that he wants you too interplead but has not asserted any claim and certainly no basis for any claim. Under these circumstances, the funds should be released and an interpleader is improper. Again, we reserve all rights to address this situation if the funds are not released by tomorrow and/or you file an interpleader. Best, Jason SKAGGSIFAUCETI'ELLP 530 Lytton Avenue, 2nd Floor Palo Alto, CA 94301 p 650 617.3226 f 650 644.0200 www.skaggsfaucette.com From: Dan Mash Sent: Monday, March 22, 2021 12:16 PM To: Jason Skaggs Cc: Michael R. Arellanez Subject: RE: Stratton-Samos What you are missing is that you do not get to make that decision unilaterally, | will interplead the money absent uniform instructions from all parties to the escrow. From: Jason Skaggs <‘ason ska sfaucette.com> Sent: Monday, March 22, 2021 12:12 PM To: Dan Mash Cc: Michael R. Arellanez Subject: RE: Stratton-Samos Dan, l disagree that there is a conflict. If the contract is rescinded then we would of course have to return the funds to Vasili. Whether we are holding it or you are holding it makes no difference. If damages are awarded then obviously the funds already paid would be deducted. Jason