“IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION COUNTY OF NEW HANOVER 72! 1) || P (03 FILBNOs STATE OF NORTH CAROLINA f " JBA 1919, LLC individually and op behalf_) of JGJ COASTAL, LLC and JACKIE B. AMATO, Plaintiffs, v. JCJ COASTAL, LLC, AMERICAN a ee COASTAL DEVELOPMENT, LLC, JIMMY HOPKINS, CHRISTOPHER, DUNN, and CHRISTOPHER DUNN REVOCABLE TRUST, Defendants. NOW COMES Plaintiffs, JBA 1919, LLC, individually and on behalf of JCJ COASTAL, LLC, and Jackie B. Amato, by and through the undersigned counsel, complaining of Defendants and hereby alleges and says: NATURE OF THE ACTION 1. This is an action brought by the Plaintiff JBA 1919, LLC, (hereinafter “JBA) individually and derivatively, pursuant to the provisions of N.C. Gen. Stat. § 57D- 8-01, on behalf of JOJ Coastal, LLC (hereinafter “JOJ’), a North Carolina Limited Liability Company of which the Plaintiff JBA is a Member and Manager, against the Defendants American Coastal Development, LLC (hereinafter “American Coastal”) and the Defendants Jimmy Hopkins (‘Hopkins’), Christopher Dunn (“Dunn”), and the suman ewrigsT, Lip. CLERC) © SSN Ct Ron, 0 Wiringon Nok Cr ‘ : BY! Madison Charles Dopuly Clerk of Suporior CourtDefendant Christopher Dunn Revocable Trust (hereinafter the “Dunn Trust”) for Breach of Contract, Unjust Enrichment, Fraud, Constructive Fraud, Breach of Fiduciary Duty, Civil Conspiracy, Punitive Damages, and Piercing the Corporate Veil, for which the Plaintiff seeks, individually and derivatively, compensatory, and punitive damages, injunctive relief, the appointment of a receiver and a judicial dissolution of JCJ. 2 This is also an action by the Plaintiff Jackie B. Amato (hereinafter “Amato”) against the Defendant American Coastal for the recovery of monies loaned by Amato to American Coastal, which American Coastal agreed to repay. ‘THE PARTIES 3. Plaintiff (‘IBA’) is a mited liability company organized and existing under the laws of the State of North Carolina, with its principal office and place of business located in New Hanover County, North Carolina, with the sole Member and Manager being the Plaintiff Amato. At all times material to this action, JBA has been a Member and Manager of JCJ. 4, IOJis @ Limited Liability Company organized and existing under the laws of the State of North Carolina, with its principal office and place of business located in New Hanover County, North Carolina, and is a nominal defendant pursuant to the provisions of N.C. Gen. Stat. § 57D-6-03, as to the claims for relief for judicial dissolution. 5. Plaintiff Amato is currently a citizen and resident of the State of Florida, but at all times material to this action, was a citizen and resident of New Hanover County, North Carolina. 6 Defendant American Coastal Development, LLC (“American Coastal”) is a Limited Liability Company organized and existing under the laws of the State of North SHIPMAN & WRIGHT, LLP. 575 ey Cte Roe, Se 105~ Wiington, Now Crone 285Carolina, with its principal office and place of business located in New Hanover County, North Carolina. Upon information and belief, the Defendants Hopkins and Dunn are Members and Managers of American Coastal, and at all times material to this action, American Coastal has been a Member and Manager of JCJ. 7. Defondant Hopkins ("Hopkins") is a citizen and resident of New Hanover County, North Carolina. 8 Defendant Dunn (“‘Dunn’) is a citizen and resident of New Hanover County. 8. Defendant Christopher Dunn Revocable Trust (‘Dunn Trust”) is, upon information and belief, a revocable trust created by Dunn, who, upon information and belief, is a beneficiary of the Dunn Trust. JURISDICTION AND VENUE 10. This Court has jurisdiction over the parties and the subject matter of this action. N.C. Gen. Stat. §§ 1-75.4, 74-240, and 74-248. 11. Venue for this action is proper in New Hanover County. N.C. Gen. Stat. §§ 1-76, 1-79, 1-80, and 1-82. FA EGATIONS 12. Amato retired in December, 2016, as the Chairman and CEO of TowneBank ‘Mortgage, after more than thirty (80) years in the mortgage industry. 13. Amato had owned a house in Wilmington since approximately 1998 because of the presence of a TowneBank Mortgage office there, and Amato lived either in Wilmington, North Carolina; Jupiter, Florida and/or Virginia Beach, Virginia. 14. Amato was introduced to Hopkins through a mutual friend, and also served on a local non-profit board with Hopkins. SHIPMAN & WRIGHT, LLP. 55 nity Cato Ron, Sate 10g» Wingo Nor Cacalios 2015. Amato was introduced to Dunn's wife and then Dunn on a social occasion, but prior to the Fall of 2020, had no other relationship with Dunn. 16. In the Fall of 2020, Amato was approached by Hopkins and Dunn, who represented that they had extensive experience in the development of real property, and, knowing that Amato was an individual of significant means, inquired of Amato's interest in becoming partners with Hopkins and Dunn in the development of property that they could purchase in Wrightsville Beach, North Carolina (the “Wrightsville Beach Property”), and separately, approximately twenty-three (23) acres that they could purchase in Castle Hayne, North Carolina, adjacent to Blue Clay Road (the “Blue Clay Road” property). 17. Hopkins and Dunn informed Amato that their plan was to tear down an existing structure on the Wrightsville Beach Property, and to construct four (4) condominiums on the property, which would be sold at a significant profit over and above the costs to construct the condominiums. 18, Hopkins and Dumn informed Amato that their plan for the Blue Clay Road property was to subdivide the property into single-family residential lots, and to sell completed lots to builders for a significant profit over and above the costs to develop the property. 19, At various times between the beginning of the Fall of 2020 and December, 2020, Hopkins and Dunn represented to Amato, in person, on the phone and via email communications, that any monies that she advanced would be fully protected; that from the development and sale of the Wrightsville Beach Property, Amato would be repaid any monies that she advanced, plus forty percent (40%) of any “net profits’, which Hopkins SHIPMAN & WRIGHT, LLP. 575 Nilay Cutoff Ron, Sie 106 — Winn Noth Cain 28605represented would be millions of dollars. With respect to the Blue Clay Road property, Hoplcins informed Amato that she would be repaid any monies that she advanced, plus twenty-five percent (25%) of any “net profits” from the sale of lots that were to be developed and sold, which again, Hopkins represented would be millions of dollars. 20. Upon information and belief, and in furthevance of their proposed partnership, on or about December 22, 2020, American Coastal entered an “Offer to Purchase and Contract” to purchase Lots 4 and 6, Block A, Wrightsville Beach Extension (the “Wrightsville Beach property”) for the sum of $1,775,000.00, with Amato agreeing to provide at least one-half (1/2) of the sums needed to close the purchase of the Wrightsville Beach property. 21. On or about February 23, 2021, JCJ was formed as a Member managed North Carolina limited liability company, for the purpose of engaging in real estate development activities, and Articles of Organization for JCJ were filed in the Office of the Secretary of State of North Carolina. 22. Pursuant to the formation of JCJ, JBA and American Coastal executed an “Operating Agreement” (Ex. A), the pertinent provisions of which provides that: a. ‘ach Member of the Company, by virtue of its status as a Member, is also a Manager of the Company for all purposes.” b. “The Members, acting in thei capacity as Managers, have full and complete authority, power and discretion to manage and control the business of the Company, to make all decisions regarding those matters, and to perform any and all other acts customary or incident to the management of the Company's business.” SHIPMAN & WRIGHT, LLP. 575 Miiny Goff Rod, Sue 106 ~ Winton, Nor Carina 28405c. “Any action on a matter (whether in the nature of an approval, agreement, consent, vote, election, designation, determination, direction or decision) required of the Members or the Managers under this Agreement...will be made by the Members in accordance with Section 3.2 and Section 3.3. Notwithstanding anything in this Agreement to the contrary, no Member (whether acting as Member or Manager) has the authority to bind the Company unless authorized to do so in accordance with this Agreement.” Gection 3.1) 4. “Unless the affirmative vote of the holders of a greater portion of the Membership interests entitled to vote is vequired by any non-waivable provision of the Jaw or Section 3.3....., action on a matter by the Members....is approved if approved by all Members, either at a meeting or by a written consent executed by all of the Members.” (Section 3.2) e. “Any action in contravention of this Agreement requires the approval of all Members.” (Section 3.3 (a)) £ “AMember may receive reasonable compensation from the Company for services rendered to or on behalf of the Company in an amount fixed from time to time by the Members, and the Company will reimburse a Member for any reasonable expenses incurred by him or her in connection with such services.” (Section 3.5) g- “No member of the Company is liable to the Company for monetary damages for an act or omission in such Member's capacity as a Manager, except as provided in the Act for (i) acts or omission which a Member knew at the time of such acts or omissions were clearly in conflict with the interest of the Company; (ii) any transaction from which a Member derived an improper personal benefit; or (iii) acts or omissions SHIPMAN & WRIGHT, LLP. 575 Miliary Caf Read, Suite 106 ~ Wargo, North Carin 25405occurring prior to the date this provision becomes effective.” Gection 3.7) h. “The Members may cause or permit the Company (or any of its affiliates) to contract for the sexvices of any Member or affiliate thereof (or any affiliate of the Company), provided that @) the fees and expenses charged by such Member or affiliate to the Company are not more than those that could be obtained from an independent third party on an arms’ length basis or (ii) the execution of such contract or agreement is otherwise specifically approved by the Members.” (Section 3.9) i, “The Members have contributed property to the Company at the values set forth as their Capital Contributions opposite their names on Schedule I.” (ection 5.1) j. “Inthe event that the Members decide at any time....that additional funds are required by the Company for or in respect of its business or to pay any of its obligations, expenses, costs, liabilities or expenditures....then to the extent approved by the Members from time to time, the Members may make additional contributions to the capital of the Company or may borrow all or part of such additional funds on behalf of the Company...” (Section 5.2) k, “Subject to Section 7.2 hereof, for any taxable year of the Company, Company Cash Flow will be distributed to the Members at such time as the Members determine in the exercise of reasonable business judgment. All Distributions of Company Cash Flow or other Property under this Section 7.1 shall be made to the Members in proportion to their respective Membership Interests.” (Section 7.1) 1 “Company Sales Proceeds and Company Refinancing Proceeds shall be distributed by the Company in the following order and priority: (a) First, to the SHIPMAN & WRIGHT, LLP. 575 Nl Cu Ren, Site 1 ~ Wimayton, Noh Carona 2405Members, among them in proportion to their Adjusted Capital Contributions until each Member has received Distributions under this Section 7.2(a) in an amount equal to its Adjusted Capital Contributions. (b) Second, to the Members with positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in this, Capital Accounts after giving effect to all allocations under Section 6 and all Distributions under Section 7 for all prior periods. (c) Thitd, to the Members in proportion to their ‘Membership Interests (Section 7.2) m. “Any fraud, embezzlement or act of dishonesty against the Company by a Member (or by such Member's agent or representative or by any Named Individual who is a principal of such Member” would constitute a “Buy-Sell Event” for purposes of the Operating Agreement, (Section 9.1) n. “Upon the occurrence of a Buy-Sell Event, the Member to whom such, event has occurred (the ‘Withdrawing Member’) will cease to be a Member, and the Withdrawing Member... agrees to give notice of the Buy-Sell Event (the ‘Buy-Sell Notice’) to the other Members and the Company within ten (10) days after its occurrence. If the Withdrawing Member fails to give the Buy-Sell Notice, any other Member... may give the notice at any time thereafter and by doing so may commence the buy-sell procedure provided for in this section 9.” (Section 9.2) ©. “Upon the occurrence of a Buy-Sell Event, the Members and the Company will have an option to purchase (the ‘Purchase Option’) the Withdrawing Members’ Membership Interest...” as set forth therein, with the “Purchase Price” and “Payment of Purchase Price" specified. (Sections 9.3-9.6) SHIPMAN & WRIGHT, LLP. S75 Mitury Cutoff Res, Suite 1 Wingo: Norin Carli 2405p. The Membership Interest of American Coastal was stated to be 75%, and the Membership Interest of JBA was stated to be 25%. 28. On February 24, 2021, JCJ closed, in its name, the purchase of the Wrightsville Beach Property, via Deed recorded on February 24, 2021 in Book 2633 at Page 2637 of the New Hanover County Registry, with the revenue stamps affixed thereto reflecting a purchase price of $1,775,000.00. 24, In connection with the closing of the Wrightsville Beach Property, Amato, on behalf of JBA, provided the sum of $881,647.05, which Amato believed represented onevhalf (1/2) of the purchase price for the Wrightsville Beach Property, and therefore, ‘BA's initial Capital Contribution. 25. Amato was informed by Hopkins and Dunn that Dunn would be providing, as American Coastal's Capital Contribution, the same amounts towards the purchase of the Wrightsville Beach Property as had been provided by Amato, on behalf of JBA. 26. However, neither Hopkins nor Dunn ever informed Amato that either Hopkins or Dunn could or would be repaid any sums from the Wrightsville Beach Property before any sums would be repaid to JBA and Amato, or represent that Hopkins and/or Dunn would receive any benefit from the activities of JCJ before or to the exclusion of JBA and Amato. 27. Upon information and belief, Hopkins and/or Dunn obtained a construction loan to construct the condominiums from United Bank, and to secure that loan, JCJ provided a “COMMERCIAL CONSTRUCTION DEED OF TRUST” to United Bank (the “United Bank Construction Loan”) to secure a construction loan in the amount of $3,266,190.00 for the construction of the condominiums on the Wrightsville Beach SHIPMAN & WRIGHT, LLP. 575 Bie Coo Rend, Suite 106— Wing, Now Caos 240510 Property, as evidenced by the Deed of Trust recorded on July 21, 2021 in Book 6473 at Page 109 of the New Hanover County Registry. 28. On duly 19 and 22, 2021, JOJ acquired the Blue Clay Road Property, as evidenced by separate deeds recorded in Book 6471 at Page 2596 and Book 6473 at Page 1335 of the New Hanover County Registry. 29. Inconnection with JCJ’s purchase of the Blue Clay Road Property, Amato, on behalf of JBA, provided the sum of $1,300,000.00 to JCJ towards that purchase, having borrowed those sums, with interest, and pledging a stock portfolio owned by Amato as security. 30. Upon information and belief, the $1,00,000.00 provided to JCJ in order to purchase the Blay Clay Road Property was treated as an additional capital contribution of BA. 31, Amato was informed by Hopkins and Dunn that Dunn would be providing, as American Coastal’s additional Capital Contribution, the same amounts towards the purchase of the Blue Clay Road Property as had been provided by Amato, on behalf of JBA. 82, In October and November, 2021, Hopkins informed Amato that JCJ was experiencing cash flow issues, and asked if Amato would advance additional monies to JCJ, with the understanding that American Coastal would be advancing the same amounts. 38. On October 29, 2021, Amato loaned the sum of $50,000.00 and on November 12, 2021, loaned the sum of $100,000.00 to American Coastal, and upon information and belief, these sums were treated or were to have been treated as an additional Capital SHIPMAN & WRIGHT, LLP. 575 Mary Coto Roa Sst 106 — Wiringon, Neh Caras 2605u Contribution of JBA into JCJ. 34, Between July, 2021 and the Fall of 2022, Hopkins and Dunn informed Amato that progress was being made on the construction of the condominiums on the Wrightsville Beach Property, but inquired of Amata whether she would be interested in becoming partners on another tract of land that they proposed that JCJ develop located in Echo Farms in Wilmington, North Carolina. 35. Given how much money that Amato had already advanced to that point, Amato declined to be involved in the Echo Farms Property. 36. Onor about January 9, 2022, Hopkins met with Amato to inform her what monies that she/JBA would be distributed upon the sale of the completed condominium units on the Wrightsville Beach Property, and Hopkins informed Amato that, from the total sales proceeds of $8,596,000.00, that the sum of $881,647.05 would be repaid to Amato/JBA for the contribution made towards the purchase of the Wrightsville Beach Property, plus 40% of the profit (represented as being $8,185,715.90), or a “TOTAL DUB JBA WITH LAND PURCHASE PAYMENT AND PROFIT” of $2,093,793.53. During this same meeting, Hopkins informed Amato that the total commissions that would be paid out of these closings would be five percent (5%), or the sum of $429,800.00, and mentioned nothing about any “Marketing Fee.” 37. By Deed recorded on November 30, 2022 in Book 6609 at Page 1892 of the New Hanover County Registry, American Coastal acquired approximately five (5) acres in Echo Farms (the “Echo Farms Property"), and according to the revenue stamps affixed thereto, paid the sum of approximately $1,088,000.00 for this property. SHIPMAN & WRIGHT, LLP. 55 Nilay Ceo Road, Sst 106 ~ Wlngton, Noh Cans 280512 38. As evidenced by a Deed of Trust recorded that same day, November 30, 2022 in Book 6609 at Page 1896 of the New Hanover County Registry, American Coastal dorrowed the sum of $2,600,000.00 from Red Fox Capital Mortgage Fund in order to acquire the Echo Farms Property. 39. Without Amato's knowledge or consent, in order to facilitate American Coastal’s obtaining a loan from Red Fox Capital for acquisition of the Echo Farms Property, Hopkins and Dunn agreed to have JOJ provide and JOS did provide Red Fox Capital Mortgage with a Deed of Trust encumbering the Wrightsville Beach Property and separately, the Blue Clay Road Property, as evidenced by Deeds of Trust recorded on November 30, 2022 in Book 6609 at Page 1922 and Book 6609 at Page 1948 of the New Hanover County Registry. 40. The Deed of Trust provided to Red Fox Capital by JCJ provide, in pertinent part, that “American Coastal Development, LLC....(Borrower’) is indebted to Beneficiary and “Grantor [JCJ] has a direct ownership in the principal sum of...$2,600,000.0¢ interest in Borrower and will benefit from the transaction contemplated herein and the making of the Loan to Borrower. 41. As of November 80, 2022, JOJ had no “direct ownership interest” in American Coastal. 42. As of November 30, 2022, or at any time thereafter, JCJ did not “benefit from the transaction and the making of the Loan” to American Coastal that benefited only American Coastal and its Members, Hopkins and Dunn. 48. In order to facilitate the loan from Red Fox Capital Mortgage, Hopkins and ‘Dunn were required to provide and did provide a “Certification of Corporate Resolutions SHIPMAN & WRIGHT, LLP. S75 Niiaey Caf Read, Ske 195 -Wirgion Norn Caron 28405,B of JCJ Coastal, LLC” and an Affidavit of JCJ, each of which were purportedly executed by Amato on November 29, 2022, certifying that “we are all of the Member/Managers of JCJ.,..i that the following is a true copy of resolutions duly adopted by the ‘Member/Manager of the Company on the __ day of November, 2022”, and contained a resolution that provided: “RESOLVED that Jimmy Hopkins as Member/Manager of American Coastal Development....shall have the authority to execute the hypothecated Joan documents with Red Fox....(Lender) for a loan in the amount of....$2,600,000.00 (Loan). It is further vesolved that the Company is authorized to pledge its assets as security for the Loan.” 44, ‘The signature on the “Certification of Corporation Resolutions of JCJ Coastal, LLC” and the Affidavit of JCJ, that is purportedly that of Amato, is a forgery. 45. Upon information and belief, based upon a comparison of the forged signature with that of other signatures contained on those same documents, Hopkins forged Amato's signature on those documents, and provided them, including Amato's forged signature, to Red Fox Capital in connection with its loan to American Coastal. 46. Amato's forged signature was purportedly notarized by “Miranda Morales” of “New Hanover County” on November 29, 2022. 47. On November 29, 2022, Amato was not in New Hanover County, North Carolina. 48. Atno time did American Coastal, Hopkins or Dunn inform AmatolJBA that they would not receive any sums from the sale of the condominiums constructed on the ‘Wrightsville Beach Property because of the requirement to pay Red Fox Capital the net proceeds therefrom in order for Red Fox Capital to release the lien of its Deed of Trust SHIPMAN & WRIGHT, LLP. 575 Ase Cra Road Suite 106 ~ Winger, Noch Crain 280514 on the Wrightsville Beach Property, used by American Coastal, Hopkins and Dunn to facilitate the acquisition of the Echo Farms Property. 49. As construction on the Wrightsville Beach Property continued, Hopkins would periodically update Amato on the progress thereof, and an anticipated closing date when Hopkins informed Amato that she/JBA would receive the distribution promised to her from the sale of the completed condominium units being constructed. 50. Upon information and belief, in approximately March, 2022, JCJ listed the completed condominium units that were being constructed on the Wrightsville Beach Property for sale with “The Hopkins-Dunn Group” of “Re/Max Executive”, with the two (2) “A” (top floor) units being listed for sale at $2,199,000.00 each, and the two (2) “B” units being listed for sale at $2,099,000.00 each. 51. Upon information and belief, JCJ, prior to July, 2028, entered into Contracts to sell the Wrightsville Beach condominium units to: (a) Jason E. Anderson, 8 E. Columbia Street, Unit A, for the sum of $2,199,000.00; (b) John Anderson Taylor, 8 E. Columbia Street, Unit B, for the sum of $2,099,000.00; () Parth Adhwala, 6 B. Columbia Street, Unit A, for the sum of $2,199,000.00; and (d) Charles Laverdiere and wife, Sarah Laverdiere, 6 E. Columbia Street, Unit B, for the sum of $2,099,000.00. 52. Hopkins repeatedly informed Amato that at the closing of the sale of the four (4) condominium units, Amato/JBA would receive the sums promised to her by Hopkins in January, 2022, and on the basis of those assurances, Amato made commitments to others to begin the construction of a home on other property that she owned, and Hopkins was well aware of that, SHIPMAN & WRIGHT, LLP. S75 Neary Coo Road, Sue 106 Wigton, Noth Cason 840515 58. In furtherance of the fraud that Hopkins and Dunn would perpetrate upon JCJ and Amato, upon information and belief, Hopkins and Dunn created a fiction in which Dunn, through the Dunn Trust, would “purchase” 6 E. Columbia Street, Unit B, purportedly for its listed price of $2,099,000.00, utilizing a “kickback” in the form of a “cvedit” from the commission which “The Hopkins-Duna Group” of “Re/Max Executive” would allegedly be entitled to from any “sale” to the Dunn Trust (in the amount of $125,000.00), and other “credits” which Hopkins and Dunn agreed to have the Dunn ‘Trust take towards any purchase, the Dunn Trust could purchase 6 E. Columbia Street, Unit B, for virtually nothing out of its pocket, and then pocket 100% of the proceeds from the sale of this unit to Charles Laverdiere and wife, Sarah Laverdi re 54. On or about June 27, 2028, JCJ conveyed to John Anderson Taylor, Jr., 8 E. Columbia Street, Unit B, as evidenced by a Deed recorded in Book 6648 at Page 834 of the New Hanover County Registry, revenue stamps affixed thereto reflecting the purchase price of $2,099,000.00. 55. The “Settlement Statement” from the Taylor closing shows, among other things: (a) a “RELEASE FEE” to United Bank in the amount of $1,713,144.76; (b) a “Commission” in the amount of $72,950.00 to “Re/Max Executive”: (¢) a “MARKETING FEE” in the amount of $41,980.00 to “Re/Max Executive”; (c) a deposit in the amount of $209,900.00 being “retained by Seller; and (@) no sums from this closing being paid to JCJ. 56. On or about June 30, 2023, JCJ conveyed to Jason E. Anderson, 8 E. Columbia Street, Unit A, as evidenced by a Deed recorded in Book 6649, Page 259 of the New Hanover County Registry, revenue stamps affixed thereto reflecting the purchase SHIPMAN & WRIGHT, LLP. 575 ces Coe Road Suc 106 — Wigton, Newt Caroline 20516 price of $2,199,000.00. 57. The “Settlement Statement” from the Anderson closing shows, among other things: (a) a “Payoff of First Mortgage” to United Bank in the amount of $1,575,067.98; (b) a “Release of Second Mortgage” to Red Fox in the amount of $248,402.78; (c) a total “Commission” in the amount of $109,950.00, with $54,975.00 of that amount being paid to “Re/Max Executive”; (d) a “MARKETING FEE” in the amount of $43,980.00 to “Re/Max Executive’; and (e) no net proceeds going to JCJ. 58. On or about July 20, 2028, JOJ conveyed to Parth Badhiwala, 6 B. Columbia Street, Unit A, as evidenced by a Deed recorded in Book 6652 at Page 1514 of the New Hanover County Registry, revenue stamps affixed thereto reflecting the purchase price of $2,199,000.00. 59. The “Settlement Statement” from the Badhiwala closing shows, among other things: (a) a total “Commission” in the amount of $109,950.00, with $54,975.00 of that amount being paid to “Re/Max Executive”; (b) a “MARKETING FEE” in the amount of $48,980.00 to “Re/Max Executive”; and (c) all of the “NET PROCEEDS, in the amount of $1,483,478.38, paid to Rex Fox Capital Mortgage, so that Red Fox Capital Mortgage would release the lien of its Deed of Trust provided by JCJ on the Wrightsville Beach Property to secure the loan made to American Capital for its acquisition of the Echo Farms Property. 60. Onor about July 25, 2023, JCJ conveyed to the Dunn Trust, 6 E. Columbia Street, Unit B, as evidenced by a Deed recorded in Book 6658 at Page 1058 of the New Hanover County Registry, revenue stamps affixed thereto reflecting a purchase price of $2,099,000.00. SHIPMAN & WRIGHT, LLP. 578 Miigy Cao Ron, Sits 16 = Wingo, Neth Cert 2881517 61, The “Settlement Statement” from the Dunn Trust closing shows, among other things: (a) a total “Purchase Price” of $2,099,000.00; (b) a “Commission” in the amount of $125,940.00 to “Re/Max Executive"; (c) “Other Credits Per Addendum A” in the amount of $1,641,972.38; (@) a “Deposit retained by Seller” in the amount of $885,980.00; (e) the “CASH....FROM SELLER" in the amount of $3,401.86; and ( the “CASH....FROM” the Dunn Trust in the amount of $1,805.45. 62. Upon information and belief, prior to the closing to the Dunn Trust, Hopkins and Dunn created “ADDENDUM A TO CONTRACT FOR 6 EAST COLUMBIA STREET, UNIT B”, and dated it June 16, 2022, which provided for a “Credit for 50% of land purchase originally paid by buyer: $881,647.05"; a “Credit for commission on this unit by RE/MAX Executive: $125,940.00" and a “Credit from Developer for profit to American Coastal Development, LLC on Unit B: $760,325.31" for “TOTAL CREDITS FROM BUYER’ in the amount of $2,101,892.36, and therefore a “CREDIT BACK TO BUYER AT CLOSING” in the amount of $4,892.36. This “ADDENDUM A’ was signed by both Hopkins and Dunn, 63, Amato nor JBA ever agreed to this “ADDENDUM A”, nor were informed of its existence prior to the closing to the Dunn Trust, and the provision of a “Credit” to the Dunn Trust. 64. The provision of the Credits by Hopkins and Dunn to the Dunn Trust (“Credit from Developer for 50% of land purchase originally paid by buyer", “Credit... for profit to American Coastal Development, LLC on Unit B’) is contrary to the provisions of the Operating Agreement, in that it was not approved by all of the Members of JCJ and constitutes an unlawful “distribution” of “Company Sales Proceeds.” SHIPMAN & WRIGHT, LLP. 75 Many Cato Road Sut 106 ~ Wmingon, Noth Caralins 264518 65. On the same date that JCJ conveyed to the Dunn Trust, 6 E. Columbia Street, Unit B, the Dunn Trust conveyed that Unit to Charles Laverdiere and Sarah Laverdiere, as evidenced by a Deed recorded in Book 6653 at Page 1184 of the New Hanover County Registry, revenue stamps affixed thereto reflecting a purchase price of $2,000,000.00. 66. Upon information and belief, from the closing to Laverdiere, the Dunn ‘Trust pocketed more than $1,000,000.00. 67. Amato nor JBA ever agreed that Re/Max Executive would be paid a “MARKETING FEE". In fact, Hopkins expressly represented to Amato that the total commissions from the sale of the condominium units constructed on the Wrightsville Beach Property would be 5% of the total sales prices. 68. Between the Commissions and “Marketing Fee”, JCJ paid 8% in fees for the sale of the Condominium Units, in the form of a Commission in the amount of 6%, and a “Marketing Fee” in the amount of 2%. 69. The fees and expenses received by Hopkins and Dunn, through “Re/Max Executive” were more than those that could be obtained from an independent third party on an arms’ length basis. 70. Between Commission and “Marketing Fees”, from the closing of the Wrightsville Beach condominiums, JCJ paid out approximately $548,730.00 in Commission and “Marketing Fees’, approximately $438,780.00 of which was paid to “Re/Max Executive’, and upon information and belief, Hopkins and/or Dunn personally received more than 90% of that amount. SHIPMAN & WRIGHT, LLP. 515 Ning no Ron, Suite 105 Wilmington, Nowe Cacia 2840519 71. From the proceeds of the sale of the Wrightsville Beach condominiums, the sum of $1,681,881.11 was paid to Red Fox Capital Mortgage, so that Red Fox Capital ‘Mortgage would release the lien of its Deed of Trust provided by JCJ on the Wrightsville Beach Property to secure the loan made to American Coastal for its acquisition of the Echo Farms Property. 72. Amato nor JBA ever agreed to provide any “Credit” to the Dunn Trust, nor did they agree to allow American Coastal to utilize the Wrightsville Beach Property and Blue Clay Road Property for its acquisition of the Echo Farms Property. 73. From these closings, Hopkins and Dunn knew that Amato/JBA would be paid nothing, and that Red Fox Capital Mortgage would receive more than $1.6 million of the net proceeds to pay down the loan that Hopkins, Dunn and American Coastel had obtained to secure the Echo Farms Property. 74. Upon information and belief, Red Fox Capital Mortgage released the lien of its Deed of Trust on the Wrightsville Beach Property, but has not released the lien of its Deed of Trust on the Blue Clay Road Property. 75. Upon information and belief, American Coastal still owes more than $1 million to Red Fox Capital Mortgage, and that obligation is still secured by the Blue Clay Road Property owned by JCJ. 76. ‘The monies thet Hopkins promised Amato that would be paid to Amato/JBA from the sales of the condominiums constructed on the Wrightsville Beach Property did not oceur. 77. Onor about August 16, 2023, Hopkins met with Amato, and among other things, informed Amato that: (@) Dunn had mismanaged monies of JCJ; (b) by the end SHIPMAN & WRIGHT, LLP. 575 Nilay Cao Red, Suite 186 Wingo, North Carlin 2840520 of September, 2023, Amato/JBA would be paid more than $1.8 million; () there were substantial revenues that were coming into JCJ in the coming months; (4) Hopkins and ‘Dunn were going to receive a “big check” back from the lender that had financed the Echo Farms Property: (d) Hopkins had put all monies that he had received as commissions i back into JCJ: (¢) Hopkins had informed Dunn that he was “withdrawing” from JC. all of the required permits and approvals had been obtained for the Blue Clay Road Property; (@) the attorney for Hopkins and Dunn should have done more to secure the monies that Amato had advanced: (4) JGJ had been undereapitalized at ite formation: (i) that there were millions of dollars in profit that would be achieved from the development of the Blue Clay Road Property. 78. During that meeting of August 16, 2023, Hopkins never informed Amato that the reason that there was no money to distribute to her from the sale of the condominiums on the Wrightsville Beach Property was due to the monies that had been paid to Red Fox Capital Mortgage: the excess sums that had been paid out in Commissions and Marketing Fees; and the sweetheart deal that Hopkins and Dunn had created for Dunn and the Dunn Trust under which the Dunn Trust obtained title to one of the condominium units and then sold it at a substantial profit the very same day. 79. When Hopkins met with Amato on August 16, 2023, he had a duty to tell her the truth, and simply chose not to, and his representations to her on that date were intended to deflect any effort on the part of Amato to discover the truth. 80. Despite Hopkins’ representations, Amato/JBA did not receive the monies that Hopkins promised would be paid. SHIPMAN & WRIGHT, LLP. 573 Dili Cool Rend, Se 1 — Wain, Nort Carlin, 286521 81. On or about March 6, 2028, JCJ entered into a “REAL ESTATE SALE CONTRACT (Lots to be Developed — Multiple Closings ~ Lake Pointe Subdivision) with Pulte Home Company, LLC, (herein the “Pulte Contract”), executed by Hopkins, under which JCJ committed to develop the Blue Clay Road Property into approximately 178 lots and related amenities, including all required infrastructure, all in accordance with a Development Schedule contained in the Pulte Contract. 82. In March, 2028, or at any time thereafter, JCJ had no ability to perform its obligations under the Pulte Contract, a fact well known to both Hopkins and Dunn. 83. In order to perform its obligations under the Pulte Contract, JCJ would need access to, upon information and belief, millions of dollars that JCJ did not have nor could reasonably acquire: would have been required to grant Pulte a first Deed of Trust against the Blue Clay Road Property to secure JCJ's obligations under the Pulte Contract and to get any “Lender”, including Red Fox Capital Mortgage, to “subordinate” any Deed of Trust held by it, something that, again, both Hopkins and Dunn knew that JCJ could not do, given that Hopkins and Dunn had provided a Deed of Trust to Red Fox Capital Mortgage on the Blue Clay Road Property to secure the obligations of American Coastal pertaining to its acquisition of the Bcho Farms Property. 84. At no time did Hopkins or Dunn inform anyone with Pulte that JCJ could not perform its obligations under the Pulte Contract. 85. Atno time did Hopkins or Dunn inform Amato or JBA that they, on behalf of JCJ, had agreed to the Pulte Contract that contained provisions that JCJ could not possibly perform. SHIPMAN & WRIGHT, LLP. STS itary Cot Road Sate 16 ~ Wingo, orth Carine 2622 86. Upon information and belief, because of JCJ's inability to perform its obligations under the Pulte Contract, Pulte terminated the Pulte Contract. 87. On or about December 21, 2028, JBA received the sum of $250,000.00, which sums were distributed to JBA from the attorney for Hopkins and Dunn, who had also represented JCJ. 88. Hopkins and Dunn have excluded Amato/JBA from the management of JCI. 89. American Coastal, through Hopkins and Dunn, as the majority member of JCJ, has controlled the activities and management of JCJ to the exclusion of Amatol/JBA. 90. As of the date of the filing of this action, JCI is, upon information and belief, insolvent, unable to pay the debts that it owes, all due to condutct, actions and inaction of American Coastal, by and through Hopkins and Dunn. 91. Prior to the filing of this action, JBA made written demand upon JCJ to take suitable action’ (a) to bring an action on behalf of JCJ against American Coastal, Hopkins and Dunn for breach of fiduciary duty, unjust enrichment, conversion, constructive fraud, fraud, punitive damages, civil conspiracy, piercing the corporate veil of American Coastal, and other claims which may be appropriate as a result of the conduct of American Coastal, through Hopkins and Dunn, set forth in that demand. See Exhibit A. 92. _ Inreparable injury would result to JCJ by waiting the expiration of the 90- day period provided for under N.C.G.S. §67D-8-01, in that: a, American Coastal, through Hopkins and Dunn, have breached, and will continue to breach, the provisions of the Operating Agreement for JCJ: SHIPMAN & WRIGHT, LLP. 575 Airy Catlf Rea, Suite 105 = Wimngton, Nos Cokin 260523 b. American Coastal, through Hopkins and Dunn, have breached, and will continue to breach, fiduciary obligations owed to both JBA and JCJ: ‘American Coastal, through Hopkins and Dunn, have engaged in, and will continue to engage in, one or more conflict of interest transactions, designed to benefit American Coastal, Hopkins and Hill, and be to the detriment of JBA/Amato and/or JCJ: 4 American Coastal, through Hopkins and Dunn, have engaged in, and will continue to engage in, one or more conflict of interest transactions, designated to benefit American Coastal, Hopkins and Hill, and not JBA/Amato and/or JCJ, and from which American Coastal, Hopkins and Hill have derived an improper benefit; e. Given the conduct of American Coastal, Hopkins and Duna, it is not practicable to conduct the business of JCJ in conformance with the operating agreement and the provisions of Chapter 57D of the North Carolina General Statutes: £. Liquidation of JCJ is necessary to protect the rights and interests of IBA; g. Upon information and belief, American Coastal, through Hopkins and Dunn, have made misrepresentations to third-parties about its authority to act to the exclusion of JBA, or that American Coastal has acted with the authority of JBA, which misrepresentations expose JOJ to liability: h. Upon information and belief, American Coastal, through Hopkins and Dunn, have commingled the assets and property of JCJ with that of American Coastal, Hopkins and/or Dunn; SHIPMAN & WRIGHT, LLP. 575 Milay Cato ond Ste 106 — Winton Nor Cera 2840524 i, Upon information and belief, American Coastal, through Hopkins and Dunn, intend to enter into other contracts and/or agreements on behalf of JCJ, which IOI has no ability to perform; j, American Coastal, Hopkins and/or Dunn have, upon information and belief, misappropriated assets and property of JCJ: k. American Coastal, Hopkins andior Dunn have wrongfully distributed assets and property of JCJ. 93. JBA lacks the authority to cause JCJ to bring suit in its own right. 94. American Coastal, Hopkins and Dunn are neither disinterested nor independent. 95. The challenged actions of American Coastal, Hopkins and Dunn are not a product of good faith or a valid exercise of business judgment on behalf of JCJ: were not undertaken with the care an ordinary prudent person in a like position would exercise under similar circumstances, or in a manner that American Coastal, Hopkins and Dunn reasonably believed to be in the best interests of JCJ and JBA FIRST CAUSE OF ACTION Conversion @erivative Claims Against American Coastal, Hopkins, Dunn and Dunn Trust) 96. The Plaintiffs reassert and re-allege the allegations in Paragraphs 1 through 95 as if fully set forth herein. 97. From and after the closing of the sale of the condominiums constructed on the Wrightsville Beach Property, American Coastal, Hopkins, Dunn and the Dunn Trust have engaged in the unauthorized assumption and exercise of ownership over assets belonging to JCJ, to the exclusion of JCJ's rights, including deposits and the “net SHIPMAN & WRIGHT, LLP. 575 ae Cua Road Sue 106 Wiingon, North Carolina 2940525 proceeds” from the sale of the condominiums constructed on the Wrightsville Beach Property, including the sums paid to Red Fox Capital Mortgage: the “ADDENDUM A" Credits provided to the Dunn Trust; the excessive commissions and/or marketing fees paid to Hopkins, Dunn and Re/Max Executive, and any other improper self-dealing transactions of property, funds and/or assets belonging to JCJ. 98. From and after the closing of the sale of the condominiums constructed on the Wrightsville Beach Property, American Coastal, Hopkins, Dunn and the Dunn Trust have wrongfully possessed and converted to their own use and benefit assets of JCJ, including but not limited to deposits and the “net proceeds” from the sale of the condominiums constructed on the Wrightsville Beach Property, including the sums paid to Red Fox Capital Mortgage: the “ADDENDUM A” Credits provided to the Dunn Trusts and the excessive commissions and/or marketing fees paid to Hopkins, Dunn and Re/Max Executive, 99. Accordingly, from and after the sale of the condominiums constructed on the Wrightsville Beach Property, American Coastal, Hopkins, Dunn and the Dunn Trust have retained funds and/or assets that are properly owned by JCJ, and these funds can be traced and identified, notwithstanding a demand made by JCB/Amato, individually and on behalf of JCJ, to return these funds and to account for the same 100. Asa direct and proximate result of the acts of conversion by American Coastal, Hopkins, Dunn and the Dunn Trust, JCJ is entitled to recover an amount in excess of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00). SECOND CAUSE OF ACTION ‘Unjust Enrichment Werivative Claims Against American Coastal, Hopkins, Dunn and the Dunn Trust) 101. The Plaintiffs reassert and re-allege the allegations in Paragraphs 1 SHIPMAN & WRIGHT, LLP. 575 Ritary Cutoff Ron, St 106» Noman North Caainn 264526 through 100 as if fully set forth herein. 102. American Coastal, Hopkins, Dunn and the Dunn Trust consciously obtained the assets of JCJ, namely, deposits and the “net proceeds” from the sale of the condominiums constructed on the Wrightsville Beach Property, including the sums paid to Red Fox Capital Mortgage: the “ADDENDUM A” Credits provided to the Dunn Trusti and the excessive commissions and/or marketing fees paid to Hopkins, Dunn and Re/Max Executive, at the expense of and to the detriment of JCJ. 103. American Coastal, Hopkins, Dunn and the Dunn Trust have obtained the assets of JCJ, as described herein, under such circumstances as to give rise to a legal and/or equitable obligation to account therefor. 104. JCJ conferred benefits upon American Coastal, Hopkins, Dunn and the Dunn Trust. 105. The benefits were not conferred gratuitously or officiously nor conferred by an interference in the affairs of American Coastal, Hopkins, Dunn and the Dunn Trust that is not justified under the circumstances; the benefits conferred upon American Coastal, Hopkins, Dunn and the Dunn Trust are measurable} and American Coastal, Hopkins, Dunn and the Dunn Trust consciously accepted the benefits. 106. It would be unjust under the circumstances for American Coastal, Hopkins, Dunn and the Dunn Trust to retain the value of those benetits. 107. Asa direct and proximate result of American Coastal, Hopkins, Dunn and the Dunn Trust unjust enrichment, JCJ is to recover an amount in excess of TWENTY- FIVE THOUSAND DOLLARS ($25,000.00). SHIPMAN & WRIGHT, LLLP. 575 Miliary Goff Roa, Sue 1 — Wilson North Carn 2840827 ‘THIRD CAUSE OF ACTION Tortious Interference with Contractual Relations and Prospective Economic Advantage (Derivative Claim Against Defendants American Coastal, Hopkins, Dunn and the Dunn Trust) 108. The Plaintiffs reassert and re-allege the allegations in Paragraphs 1 through 107 as if fully set forth herein. 109. As of July 26, 2028, JCJ, upon information and belief, had a valid contract, with Charles Laverdiere and Sarah Laverdiere to purchase 6 E. Columbia Street, Unit B, constructed on the Wrightsville Beach Property. 110. American Coastal, Hopkins, Dunn and the Dunn Trust knew about the contract between JOJ and Charles Laverdieve and Sarah Laverdiere, and its prospective economic advantage to JCJ. 111. Upon information and belief, American Coastal, Hopkins, Dunn and the Dunn Trust maliciously induced Charles Laverdiere and Sarah Laverdiere to not close the purchase of 6 E. Columbia Street, Unit B with JOJ, and instead, to accept a conveyance from the Dunn Trust, after the conduct of American Coastal, Hopkins and Dunn in diverting that contract from JCJ to the Dunn Trust. 112. But for the interference of American Coastal, Hopkins, Dunn and the Dunn ‘Trust, a contract and closing would have occurred between JOJ and Charles Laverdiere and Sarah Laverdiere, and the net proceeds from any sale to them received by JCJ. 113. American Coastal, Hopkins, Dunn and the Dunn Trust acted without justification and not to protect their own legitimate business interests, and contrary to the interests of JCJ. 114. As a direct and proximate result of the tortious interference by American Coastal, Hopkins, Dunn and the Dunn Trust, JCJ has been damaged and is entitled to SHIPMAN & WRIGHT, LLP. £75 My Cano Rand Suite 1D6 = Wimingon, Nor Crain 240528 recover an amount in excess of TYENTY-FIVE THOUSAND DOLLARS ($26,000.00). FOURTH CAUSE OF ACTION Breach of Fiduciary Duties Werivative Claim Against Defendants American Coastal, Hopkins and Dunn) 115. The Plaintiffs reassert and re-allege the allegations in Paragraphs 1 through 114 as if fully set forth herein 116. At all times herein mentioned, Hopkins and Dunn were agents, servants and employees of American Coastal, and a “company official” of JOJ, and acted in the course of scope of their employment. 117. At all times herein mentioned, Hopkins and Dunn held themselves out as being officers of JCJ. 118. Pursuant to the Operating Agreement of JCJ, American Coastal was a manager of JCJ, and American Coastal, Hopkins and Dunn were in a position of special ‘trust and confidence with respect to JCJ and owed fiduciary duties to JCJ. 119. Furthermore, by reason of its position as a Manager of JCJ, American Coastal owed JCJ duties of good faith’ a duty of care an ordinary prudent person in a like position would exercise under similar circumstances; and in a manner American Coastal reasonably believed to be in the best interests of JCJ; and to account for all profits derived from transactions in which American Coastal engaged. 120. The conduct of American Coastal, Hopkins and Dunn, as alleged herein involves a reckless and/or knowing violation of the fiduciary duties and/or obligations to ICS, the absence of good faith on the part of American Coastal, Hopkins and Dunn, and a reckless disregard for their duties to JCJ, which they were aware or should have been. aware posed a risk of serious injury to JCJ, SHIPMAN & WRIGHT, LLP. 575 Miiay Catt Ren, Site 106 Wing, Nenth Carls 240529 121. American Coastal, Hopkins and Dunn (as “company officials”) breached their fiduciary duties to JCJ by: engaging in celf-dealing and/or conflict of interest transactions: failing to maintain accurate books and records; breaching the implied covenant of good faith and fair dealing’ failing to discharge their duties: performing acts that were not customary or incident to the management of JOJ; paying or agreeing to pay unreasonable compensation to Hopkins and/or Dunn and/or Re/Max Executive for services allegedly rendered to or on behalf of JCJ: engaging in acts or omissions which were clearly in conflict with the interests of JCJ; engaging in transactions in which they derived an improper personal benefit; paying or agreeing to pay fees to Hopkins and/or Dunn and/or Re/Max Executive which were more than those that could be obtained from an independent third party on an arms’ length basis; entering into agreements on behalf of JCJ that were not expressly approved by all of its Members: converting the net proceeds from the sale of the condominiums constructed on the Wrightsville Beach Property to its own use and benefit; providing the Dunn Trust the “ADDENDUM A” Credit: failing to appropriately account for expenses and profits of JCJ, and/or the profits and/or benefits it derived from the use and diversion of JCJ's assets: failing to take appropriate action to preserve the assets of JCJ; making distributions from JCJ when after giving effect to the distributions, JCJ was not able to pay its debts as they become due in the ordinary course of business! making distributions to Hopkins and Dunn in violation of the Operating Agreement; funneling money and proceeds of JCJ and misappropriating funds and opportunities from JCJ; selling and diverted assets/property of JCJ to themselves and their own benefit; and in other ways to be shown at the trial of this action. SHIPMAN & WRIGHT, LLP. 578 Neary Cat Road Sts 106 Winger, Now Carats 24830 122. American Coastal, Hopkins and Dunn, upon information and belief, approved the wrongful distributions to American Coastal, Hopkins and Dunn, 123. As a direct and proximate result of the breach of fiduciary duties by American Coastal, Hopkins and Dunn, JCJ is entitled to recover an amount in excess of TWENTY-FIVE THOUSAND DOLLARS ($25,000.00). FIFTH CAUSE OF ACTION Constructive Fraud (Derivative Claim Against Defendants American Coastal, Hopkins and Dunn) 124. The Plaintiffs vesssert and revallege the allegations in Paragraphs 1 through 123 as if fully set forth herein. 125. As set forth above, American Coastal, Hopkins and Dunn owed JCJ fiduciary duties and breached those duties. 126. American Coastal, Hopkins and Dunn were in positions of trust and confidence with JCJ and tock advantage of those positions of trust and confidence and sought to benefit themselves, and did in fact benefit themselves, as set forth above. 127. American Coastal, Hopkins and Dunn did not act openly and honestly with JCJ. 128, In order to prevent the unjust enrichment of American Coastal, and by reason of the fraud, constructive fraud, and breach of fiduciary obligations by American Coastal, Hopkins and Dunn, this Court should impose a constructive trust in favor of JOT upon: (a) the Echo Farms Property owned by American Coastal, and controlled by Hopkins and Dunn, from which the net proceeds of the sale of the condominiums constructed on the Wrightsville Beach Property were placed by payment of the obligation of American Coastal to Red Fox Capital Mortgage: and (b) the Dunn Trust, who received SHIPMAN & WRIGHT, LLP. 515 airy Coro Road St 106 ~ Wigton Not Carlie 2831 the unlawful and unauthorized credit, and therefore, the proceeds of the sale of the unit conveyed to the Dunn Trust, which it reconveyed the same day. 129. The Dunn Trust acquired legal title to the condominium at 6 B. Columbia Street, Unit B, through fraud and/or constructive fraud, and the breaches of duties owned by American Coastal, Hopkins and Dunn to JJ. The funds of JOJ can be traced to the Dunn Trust. 130. The Dunn Trust acquired title to the net proceeds from the sale of the condominium at 6 B. Columbia Street through fraud and/or constructive fraud, and the breaches of duty owed by American Coastal, Hopkins and Dunn to JJ. The funds of JOT can be traced to the Dunn Trust. 181. American Coastal acquired the net proceeds from the sale of the condominiums eonstructed on the Wrightsville Beach Property, portions of which were utilized by American Coastal to pay down the debt due on the Echo Farms Property, through fraud and/or constructive fraud, and the breaches of duties owned by American Coastal, Hopkins and Dunn to JCJ. The funds of JCJ can be traced to American Coastal and specifically, the Echo Farms Property. 182. As a divect and proximate result of the fraud/oonstructive fraud by American Coastal, Hopkins and Dunn, JCJ is entitled to the imposition of a constructive trust, and set forth above, and has suffered damages and is entitled to vecover an amount in excess of TWENTY FIVE THOUSAND DOLLARS ($25,000.00). SIXTH CAUSE OF ACTION Breach of Contract, Breach of the Implied Covenant of Good Faith and Fair Dealing (Derivative and Individual Claim Against Defendants American Coastal, Hopkins and Dunn) 183. The Plaintifis reassert and revallege the allegations in Paragraphs 1 SHIPMAN & WRIGHT, LLP. 515 Nay Cato Rend Suite 106 Winrar, Noh Cerone 20532. through 182 as if fully set forth herein, 134, American Coastal breached the Operating Agreement of JCJ in that: a. It has excluded JBA from the management of JCJ (Section 3, Operating Agreement): b. Tt has undertaken action on matters without the approval of JBA (Section 3.2, Operating Agreement); c. _ Ithas undertaken “Action on Major Decisions” without the approval of JBA (Section 3.3, Operating Agreement); 4 Tt assigned JCJ's interest in the Wrightsville Beach Property and the Castle Hayne Property, in the form of a Deed of Trust to Red Fox Capital Mortgage, for other than JCJ purposes, without the approval of JBA (Section 3.8, Operating Agreement); e. Ithas paid or agreed to pay unreasonable compensation to Hopkins and/or Dunn and/or Re/Max Executive allegedly for services rendered to or on behalf of ICI ection 3.5, Operating Agreement); £ It failed to properly allocate the Profits of JCJ (Section 6, Operating Agreement); g. It unlawfully permitted the Distribution of “Company Cash Flow” other than in accordance with the Operating Agreement (Section 7, Operating Agreement): h. It unlawfully permitted the Distribution of “Company Sales Proceeds” other than in accordance with the Operating Agreement (Section 7.2, Operating Agreement) SHIPMAN & WRIGHT, LLP. 575 Mary Cao Rnd, SoH — Wingo, NorCal 280533 i, Tt caused or permitted JCJ to contract for the services of Hopkins and/or Dunn in amounts that were more than those that could be obtained from an independent third party on an arms’ length basis (Section 8.9, Operating Agreement); j. _ Ttengaged in “fraud, embezzlement or act of dishonest” against JCJ; k, It failed to maintain accurate records of JCJ (Section 11.1, Operating Agreement); 1 It failed to maintain adequate reserves to fund the operating expenses and/or deficits of JCJ (Section 11.2, Operating Agreement); m. —_ It provided the “ADDENDUM A" Credit to the Dunn Trust: n. It breached the Operating Agreement in other ways to be shown at the trial of this matter. 135. Asaparty to the Operating Agreement of JCJ, American Coastal, and JCJ’s company officials, Hopkins and Dunn, owed JCJ and JBA an implied covenant of good faith and fair dealing. As set forth above, American Coastal, Hopkins and Dunn's actions constitute a breach of the implied covenant of good faith and fair dealing, 136. Asa direct and proximate result of American Coastal, Hopkins and Dunn's breach of the implied covenant of good faith and fair dealing, JCJ and JBA have suffered damages and are entitled to recover an amount in excess of TWENTY FIVE THOUSAND DOLLARS ($25,000.00). SEVENTH CAUSE OF ACTION ‘ccounting) 187. The Plaintiffs reassert and revallege the allegations in Paragraphs 1 through 136 as if fully set forth herein. 138. To date, American Coastal, Hopkins and Dunn have failed to provide a SHIPMAN & WRIGHT, LLP. 578 Niaey Cao Road Suite 106 ~ Wilrsngon, Nor Carine 260534 complete accounting of JCJ’s financial performance. 139. JBA is entitled to have the Court order American Coastal, Hopkins and Dunn to provide a complete and full accounting of JCJ’s financial activities and records from 2021 to the present. EIGHTH CAUSE OF ACTION Gudicial Dissolution; Request for Appointment of Receiver; Injunctive Relief) 140. The Plaintiffs reassert and ve-allege the allegations in Paragraphs 1 through 139 as if fully set forth herein. 141. It is no longer practicable to conduct the business of JCJ in conformance with the Operating Agreement and the provisions of Chapter 57D of the North Carolina General Statutes. 142. Liquidation of JCJ is necessary to protect the rights and interests of JBA.. 143. In accordance with N.C. Gen. Stat. §§ 57D-6-02 and 57D-6-03, Plaintiff. requests that the Court dissolve and liquidate JCJ and distribute the proceeds in accordance with ownership interests as they appear from the books and records of JCJ and the Operating Agreement, after American Coastal, Hopkins and Dunn pay what they owe to JOJ. 144, Further, Plaintiff moves this Court, pursuant to the provisions of N.C.G.S. §57D 6-04, to appoint one or more persons to serve as a receiver to manage the business of JCJ pending the Court’s decision on dissolution and if dissolution is decreed by the Court to wind up JCJ. 145. Further, pursuant to the provisions of Rule 65 of the North Carolina Rules of Civil Procedure, Plaintiffs move the Court, in order to maintain the status quo, for the entry of a Temporary Restraining Order and a Preliminary Injunction, enjoining and SHIPMAN & WRIGHT, LLP. 575 Nin Coo Road Suite 106 ~ Wigton Not Caron 44035 restraining American Coastal, Hopkins and Dunn from undertaking any further actions on behalf of JCJ, including any management functions: from conveying or otherwise encumbering any properties owned by JCJ and/or American Coastal and/or the Dunn ‘Trust in which JCJ claims an inteyest; from disposing of or dissipating any assets of JCJ; from entering into any contracts on behalf of JCJ. 146. JCJ is likely to sustain irreparable loss unless an injunction is issued, and the issuance of an injunction is necessary for the protection of Plaintifis’ rights during the course of this litigation, and Plaintiffs are able to show a likelihood of success on the merits of this case. NINTH CAUSE OF ACTION Fraud (Derivative Claims Against Defendants American Coastal, Hopkins and Dunn) 147. The Plaintiffs reassert and re-allege the allegations in Paragraphs 1 through 146 as if fully set forth herein. 148. As fiduciaries of the JCJ, American Coastal, Hopkins and Dunn owed a duty to JCJ and JBA to disclose material information. 149. American Coastal, Hopkins and Dunn did not disclose to JCJ and JBA that they had pledged, via a Deed of Trust from JCJ, the property of JCJ to secure the obligation of American Coastal, and that upon the sale of the condominium units constructed on the Wrightsville Beach Property, JCJ would be deprived of the net proceeds that it should have otherwise received. 150. Prior to the closing of the sale of the condominium units constructed on the Wrightsville Beach Property, Hopkins, as the agent of American Coastal, specifically informed JBA, as set forth above, that it would receive more than $2 million from the sale SHIPMAN & WRIGHT, LLP. 575 Mla Cao Road, Sut 16 ~Wlngon Noh Caan 20536 of the condominium units constructed on the Wrightsville Beach Property. 151. JCJ and JBA relied upon American Coastal, Hopkins and Dunn to advise them of actions undertaken by them that were adverse to the interests of JCJ. 152. American Coastal, Hopkins and Dunn took steps to conceal the truth from JCJ and JBA, including by not informing them that Red Fox Capital Mortgage would receive more than $1.5 million from the sale of the condominiums constructed on the Wrightsville Beach Property; that Hopkins and Dunn were being paid hundreds of thousands of dollars: that the Dunn Trust had been provided an unauthorized credit towards the purchase of one of the condominiums constructed on the Wrightsville Beach Property: that the Dunn Trust was going to achieve a substantial profit from the “flipping” of the condominium unit conveyed to the Dunn Trust; and that it had entered into a contract on behalf of JCJ that JCJ could not possibly performed. 153. American Coastal, Hopkins and Dunn intended to deceive JCJ and JBA. 154. JCJ and JBA exercised reasonable diligence but could not have reasonably discovered the fraudulent conduct of American Coastal, Hopkins and Dunn. This is especially true given the dominion and control the Defendants exercised over the operation and management of JCJ. Regardless, given the fiduciary relationship and fiduciary duties owed by American Coastal, Hopkins and Dunn to JCJ and JBA, any requirement of reasonable diligence is excused, 155. JCJ and JBA were actually deceived and reasonably relied upon the fraudulent representations made by American Coastal, Hopkins and Dunn. 156. Asa direct and proximate result of the fraud by American Coastal, Hopkins and Dunn, JCJ and JBA have suffered damages and are entitled to recover an amount in SHIPMAN & WRIGHT, LL. 575 Mibry Cf Re, Site 106 Wingon, Non Car 240537 excess of TWENTY FIVE THOUSAND DOLLARS ($25,000.00). ‘TENTH CAUSE OF ACTION Punitive Damages (erivative and Individual Claims Against Defendants American Coastal, Hopkins and Dunn) 157. The Plaintiffs reassert and revallege the allegations in Paragraphs 1 through 156 as if fully set forth herein. 158. Based on the facts alleged in this Complaint, the conduct, acts and omissions of American Coastal, Hopkins and Dunn constitute fraud, malice, and willful and wanton conduct in reckless disregard and indifference to the well-being of JCJ and IBA, in violation of their duties imposed by law, detailed above 159. Therefore, JOJ and JBA are entitled to recover punitive damages from American Coastal, Hopkins and Dunn in an amount to be determined at the trial of this matter. Plaintiffs request that any award of punitive damages be awarded to JBA, as opposed to JCJ, to ensure American Coastal does not reap any benefit of punitive damages being awarded, ELEVENTH CAUSE OF ACTION Civil Conspiracy (Derivative Claims Against Defendants American Coastal, Hopkins, Dunn and the Dunn Trust) 160. The Plaintiffs reassert and re-allege the allegations in Paragraphs 1 through 159 as if fully set forth herein. 161. At all times relevant to this action, there existed an agreement between American Coastal, Hopkins, Dunn and the Dunn Trust to divert business opportunities and funds from JOJ to American Coastal, Hopkins, Dunn and the Dunn Trust, by unlawful acts or by lawdul acts performed in an unlawful way, as described herein. SHIPMAN & WRIGHT, LLP. 575 Nin Coto Rona Site 105 Wilmington, Net Cn38 162. JCJ was injured as a result of this conspiracy in that a contract that was the property of JCJ was diverted to the Dunn Trust, excessive commissions and marketing fees were paid, and the net proceeds from the sale of the condominiums constructed on the Wrightsville Beach Property were diverted to Red Fox Capital Mortgage for the benefit of American Coastal, Hopkins and Dunn. 163. As a direct and proximate result of the civil conspiracy by and among American Coastal, Hopkins, Dunn and the Dunn Trust, JOJ has suffered damages and is entitled to recover an amount in excess of TWENTY FIVE THOUSAND DOLLARS ($25,000.00). ‘TWELFTH CAUSE OF ACTION Piercing the Corporate Veil (Derivative Claims Against Hopkins and Dunn) 164. The Plaintiffs reassert and re-allege the allegations in Paragraphs 1 through 163 as if fully set forth herein. 165. ‘The Plaintiffs seeks to pierce the corporate veil between American Coastal, Hopkins and Dunn and hold Hopkins and Dunn personally liable for the acts alleged herein. American Coastal was operated in a way that made it a mere instrumentality or alter ego of Hopkins and Dunn, who abused the corporate form to enable their unlawful conduct. 166. Hopkins and Dunn exercised complete domination of American Coastal, including of its finances, business practices, and the decision to engage in the fraudulent conduct alleged hevein, such that American Coastal had no separate mind, will or existence of its own. 167. Hopkins and Dun exercised their domination and control of American Coastal to commit fraud and violate their statutory and common law duties to JCJ, which SHIPMAN & WRIGHT, LLP. 578 Nitary Cutoff Rad, Sue 105 Wingo North Cains 2540539 injured JCJ. 168. The Plaintiff is informed and believes, and therefore alleges, that American Coastal was insufficiently capitalized and did not comply with corporate formalities. 169. The Court should pierce the corporate veil between Hopkins, Dunn and American Coastal, and hold Hopkins and Dunn personally liable for the injury sustained by JCJ. ‘THIRTEENTH CAUSE OF ACTION Breach of Fiduciary Duty (individual Claim Against American Coastal) 170. The Plaintiffs reassert and revallege the allegations in Paragraphs 1 through 169 as if fully set forth herein. 171. As the majority and controlling member of JOJ, American Coastal owed fiduciary duties to JBA. 172. As the majority and controlling member of JCJ, American Coastal breached its fiduciary duties to JBA, as set forth above and in other ways to be shown at the trial of this matter. 173. Asa direct and proximate result of the breach of fiduciary duty by American Coastal to JBA, JBA has euffered damages and is entitled to recover an amount in excess of TWENTY FIVE THOUSAND DOLLARS ($25,000.00). FOURTEENTH CAUSE OF ACTION Constructive Fraud (Individual Claim Against American Coastal) 174. The Plaintiffs reassert and re-allege the allegations in Paragraphs 1 through 178 as if fully set forth herein. 175. As set forth above, American Coastal owed JBA fiduciary duties and breached those duties. SHIPMAN & WRIGHT, LLP. 575 NitonyCotff Ron, Sats 106 = Wigton, North Caria 28640 176. American Coastal was in a position of trust and confidence with JBA and took advantage of that position of trust and confidence and sought to benefit itself, and did in fact benefit itself, as set forth above. 177. American Coastal did not act openly and honestly. 178. In order to prevent the unjust enrichment of American Coastal, and by reason of the fraud, constructive fraud and breach of fiduciary obligations by American Coastal, this Court should impose a constructive trust in favor of JBA upon’ (2) the Echo Farms Property owned by American Coastal, from which the net proceeds of the sale of the condominiums constructed on the Wrightsville Beach Property were placed, instead of being paid to JBA, by the payment of the obligation of American Coastal to Red Fox Capital Mortgage: and (b) the Dunn Trust, who received the unlawful and unauthorized credit, and therefore, the proceeds of the sale of the unit conveyed to the Dunn Trust, which it reconveyed the same day. 179, ‘The Dunn Trust acquired title to the condominium at 6 E. Columbia Street, Unit B, through the fraud and/or constructive fraud, and the breaches of duty owed by American Coastal to JBA. ‘The funds that were to have been paid to JBA can be traced to the Dunn Trust. 180. The Dunn Trust acquired title to the net proceeds from the sale of the condominium at 6B. Columbia Street, Unit B, through fraud and/or constructive fraud, and the breaches owed by American Coastal to JBA. The funds that were to have been paid to JBA can be traced to the Dunn Trust. 181. American Coastal acquired the net proceeds from the sale of the condominiums constructed on the Wrightsville Beach Property, portions of which were SHIPMAN & WRIGHT, LLP. 573 Mary Cato Rad, Se 18 = Wirington, Non Caro 2841541 utilized by American Coastal to pay down the debt due on the Echo Farms Property, through fraud and/or constructive fraud, and the breaches of duties owned by American Coastal to JBA. The funds that were to have been paid to JBA can be traced to American Coastal, and specifically, the Echo Farms Property. 182, As a direct and proximate result of the fraud/constructive fraud by American Coastal, JBA is entitled to the imposition of a constructive trust, as set forth above, and has suffered damages and is entitled to recover an amount in excess of ‘TWENTY FIVE THOUSAND DOLLARS ($25,000.00. FIFTEENTH CAUSE OF ACTION Complaint on an Account; for Money Loaned (Claim by Plaintiff Jackie B. Amato) 183. The Plaintiffs reassert and verallege the allegations contained in Paragraphs 1 through 182 as if fully set forth herein. 184. On October 28, 2021, Amato loaned to American Coastal the sum of $50,000.00, which American Coastal agreed to repay upon demand, and which American Coastal has not repaid. 185. On November 12, 2021, Amato loaned to American Coastal the sum of $100,000.00, which American Coastal agreed to xepay upon demand, and which American Coastal has not repaid. 186, On October 24, 2022, Amato loaned to American Coastal the sum of $19,172.00, which American Coastal agreed to repay upon demand, and which American ‘Coastal has not repaid. 187. On February 23, 2023, Amato loaned to American Coastal the sum of $5,000.00, which American Coastal agreed to repay upon demand, and which American SHIPMAN & WRIGHT, LLP. 575 Nay Cutt Rend, Sie 106 — Wingo Nons Corl 2405,42 Coastal has not repaid. 188. American Coastal owes Amato the sum of $174,172.00, payment of which has been demanded by Amato to American Coastal. 189. American Coastal has not paid and has refused to pay those sums due Amato. WHEREFORE, the Plaintiff prays the Court as follows: 1. For judgment against Defendants American Coastal, Hopkins, Dunn and the Dunn Trust and in favor of JCJ and JBA in an amount in excess of TWENTY FIVE ‘THOUSAND DOLLARS ($25,000.00). 2. For judgment against Defendant American Coastal and in favor of Amato in the amount of $174,172.00. 8. ‘That the Court award punitive damages against Defendants American Coastal, Hopkins, Dunn and the Dunn Trust. 4. That the Court award Plaintiffs costs and expenses, including attorney's fees, pursuant to 57D-8-06. 5. That Defendants American Coastal, Hopkins and Dunn be ordered to account for the complete financial performance of JCJ, and produce alll of its records for inspection by the Plaintiff. 6. That JOJ be judicially dissolved and its assets liquidated and the proceeds thereof distributed in accordance with ownership interests as they appear from the books and records of JCJ. 7. ‘That pending dissolution of JCJ, this Court appoint a receiver for JCJ, and enjoin American Coastal, Hopkins and Dunn from engaging in any further acts in the SHIPMAN & WRIGHT, LLP. 515 May Cou Road Sut 16 ~ Wsngon, Neh Corton 240543 management of JCJ and from disposing of any of the assets and property of JCJ. 8 That the court hold a hearing on the issue of the appointment of a receiver and/or the issuance of injunctive relief, 9. That the Court impose a constructive trust upon the Echo Farms Property owned by American Coastal and the Dunn Trust. 10. That, pursuant to the provisions of Rule 65 of the North Carolina Rules of Civil Procedure, in order to maintain the status quo, the Court enter a Temporary Restraining Order and a Preliminary Injunction, enjoining and restraining American Coastal, Hopkins and Dunn from undertaling any further actions on behalf of JOJ, including any management functions: fom conveying or otherwise encumbering any properties owned by JCJ and/or American Coastal and/or the Dunn Trust in which JCJ claims an interest; from disposing of or dissipating any assets of JCJ: from entering into any contracts on behalf of JCJ, 11. That Hopkins and Dunn be held personally liable for the wrongful conduct: and injuries caused by American Coastal. 12, For trial by jury on all issues so triable. 18. For such other and further relief as to the Court seems just and proper [Signature Page Follows] SHIPMAN & WRIGHT, LLP. 575i Cutoff Ron, ute 16 Wainy, North Carina 240544 Respectfully submitted, this the 11" day of March, 2024. SHIPMAN & WRIGHT, LLP Attorneys for Plaintiff N.C. Btate Bar No. 575 Military Cutoff Road, Suite 106 Wilmington, NC 28405 ‘Telephone: (910) 762-1990 Facsimile: (910) 762-6752 SHIPMAN & WRIGHT, LLP. 575 Miary Cutoff Rot, Sie 146 Winton, North Crain 28405STATE OF NORTH CAROLINA COUNTY OF NEW HANOVER ‘VERIFICATION Jackie B. Amato, MemberiManger of JBA 1918, LLC, being first duly sworn, deposes and says that she is the MembewManager of JBA 1919, LLC and has the authority to make this veriflation; that she has read the foregoing Complaint and has knowledge of all the allegations set forth, and shat the allegstions are true to the best of hor knowledge, except for thos allegations sat forth upon information and belie, and as to those allegations, she bolieves them to be true. ‘Sworn to and subseribed before me this % day of March, 2024 & sexry Pest re ble sat CER a) “eeimeden a er ERD ny Cor. Eres ton 1, 2028 “Pendent lal Nota AS ‘My Commission Expires: WU \ S| S085igiong vernieu, sr a4eeur-CuEAt 3 (A, OPERATING AGREEMENT OF JCJ Coastal, LLC (A Notth Carolina Limited Liability Company) ‘THE LIMITED LIABILITY COMPANY (“LLC”) MEMBERSHIP INTERESTS REPRESENT- ED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED WITH THE. SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES Acr OF 1933, AS AMENDED, OR UNDER THE NORTH CAROLINA SECURITIES ACT OR SIMILAR ACTS OR LAWS OF OTHER STATES IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. AND LAWS. THE SALE OR OTHER DISPOSITION OF THE MEMBERSHIP INTERESTS IS RESTRICTED AS STATED IN THIS OPERATING AGREEMENT, AND IN ANY EVENT IS PROHIBITED UNLESS THE LLC, AT ITS OPTION, RECEIVES AN OPINION OF COUN- SEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES ACTS AND LAWS. BY ACQUIRING THE MEMBERSHIP INTEREST REPRESENTED BY THIS OPERATING AGREEMENT, THE MEMBER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE DISPOSE OF ITS MEMBERSHIP INTERESTS WITHOUT REGISTRATION AND COMPLI- ANCE WITH THE AFORESAID ACTS AND THE RULES AND REGULATIONS ISSUED THEREUNDER. EXHIBIT ALigioigi vere, araemarCUeset 2 182) oO 29OL ONZE OPERATING AGREEMENT OF JCJ Coastal, LLC THIS OPERATING AGREEMENT of JCJ Coastal, LLC(the “Company”, a limited liability company organized pursuant to the North Carolina Limited Liability Company Act, is by and among the Company and the Persons executing this Agreement as the Members and is effective as of the dave set forth in the paragraph immediately preceding the signatures of the parties. SECTION 1. FORMATION OF THE COMPANY SECTION 1.1 Formation ‘The Company was formed on February 23, 2021 upon the filing with the North Carolin Secretary of State of the Articles of Organization of the Company. For good and valuable consideration, the receipt and sufficiency of which the parties acknowledge the parties agree that che tights and obligations of the parties and the administration and termination of the Company will be governed by this Agreement, the Articles of Organization and the Act. SECTION 1.2 Name The name of the Company is JCJ Coastal, LLC. The Members may change the name of the Company from time to time as they deem advisable, provided appropriate amendments to this Agreement and the Articles of Organization and necessary filings under the Act are first obtained, SECTION 1.3 Registered Office and Registered Agent ces RE! on a sd North Carolina 28401, The Company may change its registered office within the State of North Carolina and its registered agent at such address as the Members from time to time determine, SECTION 1.4 Principal Place of Business ‘The Company does not have a principal place of business. The Company may change ies principal place of business as the Members from time to time determine. SECTION 1.5 Purposes and Powers The purpose and business of che Company may be expanded to include engaging in any other lawful business for which limited liability companies may be organized under the Act. The Company has any and all powers necessary or desirable to carry out the purposes and business ofLigidign Verified: 3 54ESUP-LD E4415 /-AZ/86ASYELEILII4 the Company; to the extent such powers may be legally exercised by limited liebility companies under the Act. SECTION 1.6 Term ‘The duration of the Company's existence is perpetual, as specified in the Company's Articles of Organization, unless the Company is earlier dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act. SECTION 1.7 Nature of Members? Interests ‘The interests of the Members in the Company ate personal property for all puzposes. Legal tide to all Company assets will be held in the name of the Company. Neither any Member, nor a successor, representative or assign of any Member, has or will have any ight, ttle ot interest in or to any Property owned by the Company or the right to partition any Property owned by the Company. SECTION 18 Classification of the Company ‘The Members acknowledge that @) the Company will not make an election with the Internal -Revenue Service to be treated as an association taxed as a corporation; (i) therefore, che Company ‘will be taxed as a partnership for federal income tax purposes; and (ii) no Member is authorized to make an election with the Internal Revenue Service to be taxed as a corporation unless all of the ‘Members agree to do so. SECTION 2. DEFINITIONS ‘The following terms used in this Agreement have the following meanings (unless otherwise expressly stated): “Act” means the North Carolina Limited Liability Company Act, as amended from time to time. “Adjusted Capital Contributions” means, as of any day,a Members Capital Contributions adjusted as follows: @ Increased by the amount of any Company liabilities which are assumed by such Member or are secured by any Property distributed to such Member pursuant to Section 7.2(a); and @ Reduced by the amount of cash and the Gross Asset Value of any Property distributed ‘to such Member pursuant to Section 7.2(a) and the amount of any liabilities of such Member assumed by the Company or which are secured by any Property contributed by such Member to the Company. In the event any Member transfers all or any portion of its Membership Interest in accordance with the terms of this Agreement, the Member's transferee will succeed to the Adjusted Capital Contribution of the transferor to the extent it relates to the transferred Membership Interest or portion of such Membership Interest. “Agreement” means this Operating Agreement, 2s amended from time to time, “Articles of Organization” means the Articles of Organization of the Company filed with the North Carolina Secretaty of State, a8 amended or restated from time to time.