‘The Honorable Suzanne Parisien IN THE SUPERIOR COURT OF WASHINGTON IN AND FOR KING COUNTY BELLEVUE SQUARE, LLC, a Washington limited liability company, No, 17-2-09691-1 SEA DECLARATION OF MICHAEL J. v. AVENATTLIN OPPOSITION TO MOTION FOR TEMPORARY GLOBAL BARISTAS US, LLC, a Washington] RESTRAINING ORDER limited liability company; JOHN DOE, INDIVIDUALS 1-10; JOHN DOE CORPORATIONS 1-10, Plaintiff, Defendants. MICHAEL J. AVENATTI declares: 1, Lam over the age of 18, am competent to be a witness in this matter, and make the following declaration on my personal knowledge. 1s US, LLC (“Global”), and serve as its 2. Lam the principal of Global Bai chairman and general counsel, 3. Lam also the co-founder and Managing Partner of the law fim Eagan Avenatti, LLP (“EA”), The firm's office is located in Newport Beach, California. In addition to me, EA ‘employs a staff of nine as well as seven other accomplished lawyers. Since formation, EA has been responsible for securing over $1 Billion in verdicts and settlements on behalf of its clients as lead counsel. As recently as April 7, 2017, a federal jury awarded our clients $454 milli DECLARATION OF MICHAEL J. AVENATTI IN OPPOSITION TO Foster Perven PLLC MOTION FOR TEMPORARY RESTRAINING ORDER - 1 arte Avi, Sur 9000 SexrTun WASHINGTON 91015352 one (06 47-480 Pax 89 4179700,i 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 compensatory and punitive damages against Kimberly-Clark Corp. and its affiliate Halyard Health Inc., as summarized in the Law 360 article attached hereto as Exhibit A. 4. BA is currently the debtor in a chapter 11 bankruptey case because of an involuntary case initiated by a private investigator with a claim of approximately $28,000. EA has agreed to proceed with the chapter 11, and retained (subject to bankruptcy court approval) the law firm Baker & Hostetler LLP (“Baker & Hostetler”) to represent it. Attached hereto as Exhibit B is a true and correct copy of the Statement of Elizabeth A. Green and the Law Firm of Baker & Hostetler, LLP, Pursuant to 11 U.S.C. § 329(a) and Federal Rules of Bankruptcy Procedure 2016(b) describing the payment of a retainer to that law firm. Only the Initial $100,000 Retainer (as described in the Statement) was paid to Baker & Hostetler, LLP. Ex Bis Docket Entry 47 in EA’s bankruptcy case, and is publicly available information, 5. On April 13, 2017, Global authorized Baker & Hostetler to transfer US $100,000, previously deposited by Global for the representation of EA in its pending bankruptcy, to be deposited in the registry of the Superior Court for King County. It is Global’s intent that these funds serve as cash in lieu of a supersedeas bond pursuant to RAP 8.1(d) in the Appeal of Bellevue Square, LLC v. Global Baristas US, LLC, et al., King County Cause No. 15-2-27043-5 SEA. 6. Baker & Hostetler, LLP is not an insider of Global. 7. Global did not make the payment to Baker & Hostetler, LLP with intent to hinder, delay, or defraud any creditor of Global. The payment was fully disclosed in EA’s bankruptcy case, 8. Global is not insolvent. The fair valuation of GB’s assets is in excess of $43,000,000, and Global's debts are approximately $3,700,000. The value of Global’s assets therefore far exceeds its debts, Global’s assets, after the March 15, 2017 payment of $100,000 to Baker & Hostetler, were more than adequate for Global’s business and transactions. In addition, DECLARATION OF MICHAEL J. AVENATTI IN OPPOSITION TO. Fosrer Pevpan PLLC MOTION FOR TEMPORARY RESTRAINING ORDER - 2 {881 Tnp Avene, Sure 3090 Searrig, WASHINGTON 95108292 ‘Peon 200 47-400 #ax(209 4479700wk ww Sew ra u 12 13 14 1s 16 7 18 19 20 a 2 23 25 26 Global did not intend to incur, or believe that it would incur, debts beyond its ability to pay as they became due, 9. Global (which is authorized in some instances to do business under the trade name TULLY’S) is also generally current on its undisputed obligations (Global disputes all of Plaintiff's claims, and such claims are currently being appealed, and are therefore contingent, disputed and unliquidated). As evidenced by the Satisfaction of Warrant from the Washington State Department of Revenue and the letter of good standing from the Department of Labor and Industries attached hereto as Exhibits C-1 and C-2, Global has adequately resolved the issues relating to the tax warrants described in Plaintiff's motion. 10, Plaintiff’s motion arises from an ongoing commercial landlord-tenant dispute that is currently on appeal. Global, the owner of Tully's, leased three separate units from Bellevue Square, LLC (“Bellevue Square”) and its related entities for Tully’s coffee shops, One was locates Bellevue Square Shopping Center in Bellevue owned by Bellevue Square; the two others were in the nearby Lincoln Square and Bellevue Place developments. 11. — Global leased the space in Bellevue Square Shopping Center in 1999 and renewed the lease in 2009 and 2014, At the time of the 2014 renewal, Bellevue Square orally informed Global that it would only negotiate for the renewal of the Lincoln Square and Bellevue Place leases if Global renewed the Bellevue Square lease. While Global’s expected return on investment at the Bellevue Square Shopping Center store was negligible at best, it agreed to the renewal of the lease in 2014 based on Bellevue Square’s assurances that it would negotiate for the renewals of two other leases for more profitable stores. If it could renew those other leases, then Global could accept the unfavorable terms of the Bellevue Square lease renewal. 12. Bellevue Square made no attempt to negotiate with Global for the renewal of the other leases, and in September 2015, Bellevue Square unilaterally informed Global that it would not renew the other two leases. In light of the loss of the two profitable stores that were used to ofiget its operations at Bellevue Square Shopping Center, Global vacated and surrendered the DECLARATION OF MICHAEL J. AVENATTI IN OPPOSITION TO. Foster Perron PLLC MOTION FOR TEMPORARY RESTRAINING ORDER - 3 111TH Aven, Sur 3360 Sear, WASIONGTON 301-3292 Prone 8 447-900 Pax206 4479700