REALAUCTION BANKRUPTCY AND OWNERSHIP SERIES A collection of public documents from a recent patent infringement action and related bankruptcy proceedings that show who really owns Realauction.com.

Who are Hatchett and Adila?

Description: As part of its initial bankruptcy filing, Realauction was forced to publicly disclose Hatchett Developments Limited’s equity ownership of the company. Hatchett has the same British Virgin Islands mailing address as Adila Enterprises, S.A., the entity that Realauction identifies as a lender in its bankruptcy filings. Realauction’s financial statements identify Adila, rather than Hatchett, as an equity investor. Adila, Hatchett, and Gulf Group have all been represented by the same attorneys.

Note:

Document 3 of 5

Selections from various legal documents

These documents were obtained from Grant Street Group, Inc. v. Realauction.com, LLC, Case No. 2:09-cv-01407-MRH, a patent infringement action in the United States District Court for the Western District of Pennsylvania and from In re Realauction.com, LLC, Case No. 13-28260-RBR, a bankruptcy proceeding in the United States Bankruptcy Court for the Southern District of Florida.

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At a July 31, 2013 hearing, Realauction’s attorney admitted that Greenberg Traurig also represents Hatchett. Hearing Transcript at Page 28, lines 8-12. (A copy of the transcript may be obtained by contacting Karen M. Earley, RDR-CRR, 6260 U.S. Courthouse, 700 Grant Street, Pittsburgh, PA 15219, Telephone: (412) 201-2660).

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WHO ARE HATCHETT AND ADILA?

This document includes the following:

Tab 1 – Realauction’s Corporate Ownership Statement

Tab 2 – Subordination Agreement Between Realauction.com, LLC, Financial Markets, LLC, and Adila Enterprises, S.A. (Page 1)

Tab 3 – Subordination Agreement Between Realauction.com, LLC, Financial Markets, LLC, and Adila Enterprises, S.A. (Pages 8-9)

Tab 4 – Gulf Group Holdings, LLC Public Report Filed with the Florida Secretary of State

 

                

Tab 1

Case  13-­28260-­RBR        Doc  3        Filed  07/31/13        Page  1  of  1

 

                

Tab 2

Borrower:

New Lender:

Subordinating Lender:

Collateral:

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SUBORDINATION AGREEMENT

REALAUCTION.COM, LLC, a Florida limited liability company

FINANCIAL MARKETS, LLC., a Florida limited liability company

ADILA ENTERPRISES, S.A., a British Virgin Islands company

SEE EXHIBIT "A" ATTACHED HERETO .. AND INCORPORATED HEREIN BY REFERENCE

THIS SUBORDINATION AGREEMENT (the "Agreement"), effective as of the _ day of February, 2010, and is made by ADILA ENTERPRISES, S.A., a company org~nized and existing under the laws of the British Virgin Islands, whose post office address is: P.O. Box 146, Road Town, Tortola, British Virgin Islands ("Adila Enterprises") in favor of FINANCIAL MARKETS, LLC., a Florida limited liability company, whose post office address is: 100 S. Biscayne Blvd., Suite 900, Miami, Florida 33131, its successors and/or assigns ("Financial Markets").

WITNESSETH:

A WHEREAS, REALAUCTION.COM, LLC (the "Borrower") owns the collateral described as follows:

See Exhibit "A" attached hereto and incorporated herein by reference (the "Collateral"); and

B. WHEREAS, ADILA ENTERPRJSES, S.A., has an interest in the Collateral by virtue of a Promissory Note in the original principal amount of $3,831,329.57 (the "Adila Enterprises Loan") given by Borrower to Adila Enterprises, dated the 1st day of January, 2010.

C. WHEREAS, FINANCIAL MARKETS, LLC and Borrower have agreed to a new loan in the original principal amount of $1,500,000.00 to be given by Finan~ial Markets to the

 

                

Tab 3

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14. (a) No waiver shall be deemed to be made by Financial Markets of any of its rights hereunder, or under the Financial Markets Loan, unless the same shall be in writing and signed by Financial Markets, with a copy delivered to Adila Enterprises pursuant to paragraph 16, and each waiver, if any, shall be a waiver only with respect to the specific instances involved and shall in no way impair the rights of the Financial Markets in any other respect or at any other time.

(b) No waiver shall be deemed to be made by Adila Enterprises of any of its rights hereunder, or under Adila Enterprises Loan Documents, tmless the same shall be in writing and signed by Adila Enterprises, with a copy delivered to Financial Markets pursuant to paragraph 16, and each waiver, if any, shall be a waiver only with respect to the specific instances involved and shall in no way impair the rights of Adila Enterprises in any other respect or at any other time.

15. This Agreement shall be the entire and only agreement with regard to the subordination of the lien or charge of the Adila Enterprises Loan to the lien or charge of the Financial Markets Loan and supersedes and cancels any prior agreements as to such subordination.

16. All notices, demands, requests and other communications made hereunder shall be in writing and shall be properly given and deemed delivered on the date of delivery if sent by personal delivery or .nationally recognized overnight courier and on the third (3rd) business day following mailing if sent by certified or registered mail, postage prepaid, return receipt requested, as follows:

If to the Adila Enterprises:

with a copy to:

If to the Financial Markets:

ADILA ENTERPRISES, S.A. P.O. Box 146, Road Town, Tortola, British Virgin Islands Attn: Standard Nominees Limited, Sole Director Fax: (284) 494 3754

Ozzie A. Schindler GREENBERG TRAURIG, P.A. 1221 Brickell A venue Miami, FL 33131 Fax: (305) 961-5762

FINANCIAL MARKETS, LLC 100 South Biscayne Blvd., Suite 900 Miami, FL 33131 Attn: Jerome S. Hollo Fax Number: (305) 358-1619

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With a copy to:

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ROSENTHAL ROSENTHAL RASCO KAPLAN, LLC 20900 N.E. 301

h Avenue, Suite 600 Aventura, FL 33180 Attn: Kerry E. Rosenthal, Esq. Fax Number: (305) 937-1311

or to such other addresses as any party hereto may request by notice served as required hereunder.

17. This Agreement may not be changed, terminated or modified except by an agreement in writing, signed by each of the parties hereto.

18. This Agreement may not be changed or terminated orally. No indulgence, waiver, election or nonelection by Financial Markets under the Financial Markets Loan or related loan documents shall affect this Agreement.

19. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.

. . 20. It is agreed that the laws of the State of Florida applied without regard to general

conflicts of laws principles, shall govern the construction and interpretation of this Agreement and the rights and obligations set out herein.

(SIGNATURES ON FOLLOWING PAGES)

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Tab 4

2011 LIMITED LIABILITY COMPANY ANNUAL REPORT

DOCUMENT# L06000099605

FILED Mar 17,2011

Secretary of State Entity Name: GULF GROUP HOLDINGS, LLC

Current Principal Place of Business:

18305 BISCAYNE BLVD., SUITE 400 AVENTURA, FL 33160 US

Current Mailing Address:

C/0 OZZIE A SCHINDLER, GREENBERG TRAURIG 333 AVENUE OF THE AMERICAS MIAMI, FL 33131 US

FEI Number: 20-5697917 FEI Number Applied For ( )

Name and Address of Current Registered Agent:

POLITANO, JONATHAN R 18305 BISCAYNE BLVD., SUITE 400 AVENTURA, FL 33160 US

New Principal Place of Business:

New Mailing Address:

FEI Number Not Applicable ( ) Certificate of Status Desired ( )

Name and Address of New Registered Agent:

The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.

SIGNATURE

Electronic Signature of Registered Agent Date

MANAGING MEMBERS/MANAGERS:

Title: MGRM Name: POLITANO, JONATHAN Address: 18305 BISCAYNE BLVD- STE 400 City-St-Zip: AVENTURA, FL 33160 US

Title: MGR Name: POLITANO, ANA K Address: 18305 BISCAYNE BLVD- STE 400 City-St-Zip: AVENTURA, FL 33160 US

I hereby certify that the information indicated on this report is true and accurate and that my electronic signature shall have the same legal effect as if made under oath; that I am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 608, Florida Statues.

SIGNATURE JONATHAN POLITANO MGRM 03/17/2011

Electronic Signature of Signing Managing Member, Manager, or Authorized Representative I Date