United States Bankruptcy Court Middle District of Florida Tampa Division

Case 8:16-bk-08094-RCT Doc 201 Filed 10/30/18 Page 1 of 7

UNITED STATES BANKRUPTCY COURT MIDDLE DISTRICT OF FLORIDA TAMPA DIVISION www.flmb.uscourts.gov

In re: Chapter 11

AVATAR PACKAGING, INC. Case No. 8:16-bk-08094-RCT

Debtor. ______/

EMERGENCY MOTION FOR ENTRY OF AN ORDER APPROVING THE SALE OF PROPERTY OF THE ESTATE

AVATAR PACKING, INC. (the “Debtor”), by and through undersigned counsel, and

pursuant to 11 U.S.C. §105, §363, and §365, moves the Court for entry of an order approving the

sale of its property, and in support of the Motion, the Debtor states as follows:

I. INTRODUCTION

Debtor intends to sell substantially all of its assets and property, at auction and pursuant to the bidding procedures and sales process described below.

II. JURISDICTION, VENUE, AND STATUTORY AND PROCEDURAL BASIS The Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (N), and (O). Venue is proper pursuant to 28

U.S.C. §§ 1408 and 1409. The statutory predicates for the requested relief are Sections 105(a),

363(b), (f), (k), and (m) of Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the

“Bankruptcy Code”), Rules 2002, 6004, and 9014 of the Federal Rules of Bankruptcy Procedure

(“Fed. R. Bankr. P.”) and Local Rules 2002-1, 6004-1, and 9014-1.

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III. BACKGROUND

Debtor’s Business and Bankruptcy Filing

1. The Debtor filed its voluntary petition for relief under chapter 11 of Title

11 of the United States Code (the “Bankruptcy Code”) on September 19, 2016. The Debtor continues to operate its business and to manage its property as a debtor in possession pursuant to

§§ 1107 and 1108 of the Bankruptcy Code and by order of this Court. The Plan has been confirmed but not substantially consummated.

2. The Debtor owns and operates a packaging company which operates from a warehouse/plant that is owned by the Debtor, along with numerous items of heavy machinery and equipment. No trustee or examiner has been appointed in these cases and no official committee has yet been appointed pursuant to § 1102 of the Bankruptcy Code.

IV. PROPOSED SALE TRANSACTION, BIDDING PROCEDURES AND SALE PROCESS

3. The Debtor intends to sell substantially all of the assets and property utilized in its business operations, pursuant to a Purchase Agreement between the Debtor and RF DREW

PARK, LLC or its assigns (“RF DREW PARK, LLC” or the “Stalking Horse Purchaser”). A copy of Purchase Agreement is attached hereto as Exhibit A, The assets to be sold are expressly defined in the APA.

4. The sale contemplates, inter alia, the following:

The Debtor. Seller:

Buyer: RF DREW PARK, LLC or the Highest and Best Bidder

Asset/Liabilities: Substantially all of the physical assets of the Debtor to be sold, not including accounts receiveable or bank deposits.

Purchase Price: The Purchase Price for the Assets shall be $1,125,000.

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Free and Clear: There are no secured Debts at this time. Debtor will convey the Assets to the Stalking Horse Purchaser free and clear of all liens, claims, liabilities, encumbrances, and other interests (except ad valorem taxes), which shall attach to the proceeds pursuant to §363.

Closing: The Closing of this transaction shall occur not later than one business day following the entry of an order by the Bankruptcy Court approving the sale of the Assets to the Stalking Horse Purchaser pursuant to the terms and conditions of the Purchase Agreement, unless the Parties mutually agree to a different date in writing (the “Closing Date”).

Sale Process

5. The Debtor will accept the highest and best offer for the Assets, subject to the time

constraints imposed by the Debtor’s current cash situation. Accordingly, the Debtor seeks

approval and implementation of a three-step sale process, as follows:

(a) a “Bid Procedures and Sale Process Hearing” to occur as soon as possible, at which Debtor will seek approval of: (i) the Bid Procedures (as defined herein) for bidding on the Assets; (ii) the form and manner of notice of the Bid Procedures and the proposed sale of the Assets; (iii) the form of the Purchase Agreement to be used in conjunction with the sale of the Assets; and (iv) the scheduling of an auction a sale approval hearing;

(b) an “Auction” to be conducted in accordance with the Bidding Procedures; and to occur (to be approved and set by the Court) and

6. The Debtor expects to be able to meet its burden at the Final Sale Hearing to

confirm the sale by demonstrating that sale efforts have been appropriately conducted for the

Assets under the circumstances of this case.

AUTHORITY AND RELIEF

The Bankruptcy Code permits Debtor to sell the Assets outside the ordinary course of business

9. Property of the estate may be sold outside the ordinary course of business.

Bankruptcy Code § 363(b)(1) provides that “[t]he trustee, after notice and a hearing, may use,

Case 8:16-bk-08094-RCT Doc 201 Filed 10/30/18 Page 4 of 7 sell, or lease other than in the ordinary course of business, property of the estate.” 11 U.S.C. §

363(b)(1). A debtor-in-possession may sell substantially all of its assets prior to proposal of a plan of reorganization. In re Parkstone Med. Info. Sys., 2001 WL 36189822 at *1 (Bankr. S.D.

Fla. Oct. 16, 2001). Courts have held that transactions should be approved under Bankruptcy

Code § 363(b)(1) when: (a) they are supported by the sound business judgment of Debtor’s management; (b) interested parties are provided with adequate and reasonable notice; (c) the sale price is fair and reasonable; and (d) the Stalking Horse Purchaser is acting in good faith. See, e.g., Meyers v. Martin (In re Martin), 933 F.2d 513, 515 (7th Cir. 1991); In re Abbott Dairies of

Penn, Inc., 788 F.2d 143 (3d Cir. 1986); Committee of Equity Sec. Holders v. Lionel Corp. (In re

Lionel Cop.), 722 F.2d 1063 (2d Cir. 1983); In re Delaware & Hudson Ry. Co., 124 B.R. 169

(D. Del. 1991); In re Phoenix Steel Corp., 407 B.R. 463 (Bankr. S.D.N.Y. 2009); In re Chrysler

LLC, 405 B.R. 84 (Bankr. S.D.N.Y. 2009). Here, each of these factors is met.

10. Subject to the terms and conditions of the Agreement, the Debtor, in the sound exercise of its business judgment, has concluded that the sale of the Assets to the highest and best bidder for the Assets presents the best option for maximizing the value of the Debtor’s estate. In order to ensure the highest possible return for the Debtor’s estate and its creditors, the Debtor has required that its obligation to proceed under the Agreement be subject to the receipt of higher and better offers through a competitive Auction of the Assets, as set forth herein. Accordingly, the

Debtor respectfully submits that ample business justification exists for the sale of the Assets. The sale of the assets will realize additional operating expenses for the Debtor as well as provide necessary funds which the Debtor will use to substantially consummate the confirmed Plan.

The Assets will be sold in good faith

11. Bankruptcy Code § 363(m) provides that reversal or modification on appeal of a

transaction authorized under Bankruptcy Code § 363(b) does not affect the validity of the sale to

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an entity that acquired the property in good faith. See 11 U.S.C. § 363(m); In re Stadium Man.

Corp., 895 F.2d 845 (1st Cir. 1990); In re Adamson Co., 159 F.3d 896 (4th Cir. 1998).

12. Although the Bankruptcy Code does not define good faith, courts have recognized

that the kind of misconduct that would destroy a good faith status involves fraud, collusion

between Stalking Horse Purchasers and some offerors, or an attempt to take grossly unfair

advantage of other offerors. In re Abbott Dairies of Penn, Inc., 788 F.2d 143, 147 (3rd Cir. 1986);

In re Gucci, 126 F.3d 380, 390 (2d Cir. 1997).

13. In full disclosure the Debtor notes that this proposed sale if approved would be the

second of three transactions. While the Debtor is not a party to the first transaction, it should be

disclosed that our proposed purchaser herein is or has purchased the foreclosure judgment and/or

mortgage note from Centenniel Bank, a lien holder which has completed a foreclosure action on

the real estate and operating equipment. After this sale is approved it is the intention of the

Debtor to enter into a lease-back of the subject property from the purchaser so that the Debtor can

continue its business operations.

14. The Debtor negotiated the terms of the sale with Stalking Horse Purchaser at arms’

length and in good faith. Accordingly, the Debtor requests that the Order approving the sale find

that if Stalking Horse Purchaser is the successful Bidder, Stalking Horse Purchaser is a good-faith

purchaser entitled to protections of Bankruptcy Code § 363(m).

V. NOTICE

15. Pursuant to Bankruptcy Rule 6004(a), notice of a proposed sale of property outside the ordinary course of business is to be provided in accordance with Bankruptcy Rules

2002(a)(2), (c)(1), (i) and (k). Bankruptcy Rule 2002(a)(2) provides that the Clerk shall give the

Debtor and all creditors at least 21 days’ notice by mail of a proposed sale of property of the

Case 8:16-bk-08094-RCT Doc 201 Filed 10/30/18 Page 6 of 7 estate outside the ordinary course of business, unless the Court for cause shown orders otherwise.

The Debtor proposes to mail a copy of the Order to (a) all parties listed on the Local Rule 1007-2

Parties in Interest List for this case, and (b) all creditors of the Debtor. By this Motion, the

Debtor seeks this Court’s approval of the form and manner of notice as being adequate and sufficient notice of proposed sale of the Assets.

16. Cause exists to shorten the time for consideration of the Final Sale Hearing

because the Debtor-in-possession needs to complete this transaction quickly so that it can enter

into a lease-back of the property and ensure that its business operations will not be disrupted in

any manner, and time is of the essence..

17. The Debtor submits that based on the significant negotiation efforts expended by

the parties with respect to the Assets prior to filing this Motion, that the form and manner of

notices proposed herein will result in the highest and best offers for the Assets and give parties in

interest adequate notice of the Sale and an opportunity to object to the terms of the Sale.

WHEREFORE the Debtor respectfully requests the entry of an Order:

A. Approving the form of the Purchase Agreement; B. Approving the Sale Procedures set forth herein, C. Setting the Auction and Setting a Sale Confirmation Hearing on an expedited basis, and D. Granting such other relief as may be just and proper.

Dated: October 30, 2018.

__/s/Samantha L. Dammer______SAMANTHA L. DAMMER, ESQUIRE Florida Bar No.: 0036953 Tampa Law Advocates, P.A. 620 East Twiggs Street, Suite 110 Tampa, FL 33602 Ph: (813) 288-0303 Fx: (813) 466-7495 Attorney for Debtor [email protected]

CERTIFICATE OF SERVICE

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I HEREBY CERTIFY that on this 30th day of October, 2018, a true and correct copy of the foregoing was sent by CM/ECF Electronic mail or United States postage prepaid mail to all interested parties in the attached mailing matrix.

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PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”), is entered into as of this ___day of October, 2018 (the "Effective Date"), by and between Avatar Packaging, Inc., a Florida corporation (the "Seller"), and RF Drew Park LLC, a Florida limited liability company, (the "Buyer").

WITNESSETH THAT:

In consideration of their mutual covenants and agreements herein contained, Seller and Buyer do hereby agree as follows:

1. PURCHASE AND SALE.

(a) Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, the following described property:

(i) All of Seller’s right, title and interest in and to the property known for street address purposes as 5110 West Idlewild Avenue, Tampa, Florida 33634 and is more particularly described on Exhibit A attached hereto and made a part hereof (the “Land”).

(ii) All of Seller’s right, title and interest in and to the buildings and parking lot and other buildings or improvements, fixtures and items of real property located thereon, together with the appurtenances and hereditaments thereunto belonging (the “Improvements”; together with the Land, the “Real Property”) including, without limiting the generality of the foregoing, Seller’s right, title and interest in and to all heating, lighting, fire protection, security, plumbing, water heating, ventilating, air conditioning, refrigeration and similar equipment and all other machinery and other equipment or improvements forming part of the buildings located on the Land and/or used in connection with the leasing, operation or maintenance thereof, together with all right, title and interest as Seller has in and to any and all easements and rights running in favor of the Real Property and all open or proposed highways, streets, roads, avenues, alleys, strips and gores in, on, across, in front of, contiguous to, abutting or adjoining the same.

(iii) All tangible personal property owned by Seller and located on or about the Real Property or used in connection with the operation and maintenance of the Real Property or the business connected thereon or therein including, without limitation the furniture, fixtures and equipment as shown on the attached Exhibit B (the “Tangible Property’).

(b) All of the foregoing referenced in (a) above, whether personal property or real property or mixed, is hereinafter collectively referred to as the “Property.” Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 2 of 17

2. PURCHASE PRICE. The purchase price (the “Purchase Price”) for the Property shall be One Million One Hundred Twenty-Five Thousand and 00/100 Dollars ($1,125,000.00). The Purchase Price shall be paid by Buyer to Seller, on the date of the closing of this sale (the “Closing”) by certified check or Federal wire transfer, subject only to the prorations and credits hereinafter set forth.

3. TITLE TO THE PROPERTY.

(a) At the Closing, Seller shall convey to Buyer and/or Buyer’s nominee marketable fee simple title to the Real Property, warranting such title to the Real Property to be free from all liens, encumbrances, encroachments, restrictions, and reservations whatsoever, except for (i) the lien of ad valorem real property taxes not yet due and payable; (ii) zoning ordinances; and (iii) such other matters affecting title as are approved, in writing, or deemed to have been approved by Buyer. The exceptions set forth in (a)(i) through (a)(iii) are hereinafter collectively referred to as the “Permitted Exceptions”.

(b) Seller shall deliver a commitment for title insurance issued by a title company authorized and licensed to transact business in the State of Florida chosen by Seller (the “Title Company”), together with copies of all easements, restrictions, rights of way, covenants, reservations and other conditions, if any, affecting the Real Property which would appear in the Title Policy, if issued (collectively, the “Title Commitment”).

(c) Buyer shall give written notice to Seller prior to the Closing to the state of title to the Real Property or any matters shown on any survey (the “Survey”) of the Real Property (“Title Defects”). Seller shall thereupon work together in good faith to remedy the Title Defects. If Seller is unable to remedy the Title Defects within the period agreed to by Buyer, then Seller shall so notify Buyer, and Buyer shall have the option to: (i) waive such Title Defects and elect to proceed to acquire the Property without any abatement of the Purchase Price and take title to the Real Property subject to such Title Defects; or (ii) cancel this Agreement, by written notice to Seller, Seller shall pay to Buyer the sum of $5,000.00, and the parties shall be released from any further liabilities and obligations hereunder. Any matters shown on the Title Commitment or on the Survey to which Buyer fails to object or to which Buyer waives its objection as herein provided shall be deemed to have been approved by Buyer and shall be among the Permitted Exceptions. Seller agrees that Seller shall remove any title exceptions which affect Seller’s interest in the Real Property and shall remove all liens and interests of others in the Tangible Property which may be cured by the payment of a liquidated sum and authorizes the Title Company to cause any such exceptions to be removed utilizing the proceeds to be paid to Seller hereunder to the extent that Seller fails to remove such exceptions prior to the Closing Date. . Without the necessity of further objecting thereto, all "standard exceptions" referenced in the Title Commitment shall be deemed Title Defects and shall be removed at Closing. Seller shall furnish the Title Company with such affidavits and other documentation as the Title Company shall reasonably require for the purpose of eliminating the "standard exceptions" from the Title Policy.

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(d) Seller, shall furnish to Buyer the most recent prior survey (“Survey”) of the Property in Seller’s possession or control. Any encroachments or other matters shown on any survey provided by Seller or obtained by Buyer which would necessitate a survey exception in the Title Policy, render title unmarketable, or materially affect the present or future use or occupancy of the Property, shall be deemed Title Defects to be addressed in accordance with the provisions of this paragraph. On or before November 30, 2018, Seller shall provide an updated survey certified to Buyer.

4. OPERATION OF THE PROPERTY AFTER THE EFFECTIVE DATE. Seller covenants and agrees with Buyer that after the Effective Date, Seller shall conduct or cause its business involving the Property to be conducted as follows, and during such period Seller shall (except as specifically provided to the contrary herein):

(a) Not transfer the Property or any portion thereof or create or cause to be created on the Property any easements, covenants, conditions, liens or other matters of record.

(b) Continue to operate, maintain, and repair the Property consistent with past practice.

(c) Not enter into, renew, extend, modify or amend any contracts regarding the Property or any portion thereof if the same would be binding upon Buyer.

5. CONDITIONS TO BUYER’S OBLIGATIONS.

(a) The obligation of Buyer hereunder to purchase the Property from Seller is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by Buyer at or prior to the Closing):

(i) Seller shall have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by it prior to or as of the Closing; and

(ii) Buyer shall have received the Owner’s Policy of Title Insurance, in the full amount of the Purchase Price insuring Buyer’s title to the Property as good and marketable, subject only to the Permitted Exceptions.

(iii) Seller and (a) the Seller’s Lender(s) and/or other lien holder(s) (collectively the “Lender”) approval of the purchase price, terms of the Agreement settlement statement as reflected in an agreed order in form and substance acceptable to Buyer entered by the Bankruptcy Court in the matter captioned as ______, (the “Agreed Order”) which Agreed Order shall include (i) the Lenders’ agreement to accept a payoff which is less than the balance due on their respective loan or other indebtedness, and (ii) the Lenders’ release and satisfaction of the mortgage(s), financing

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statements and/or other lien(s) upon receipt of the discounted payoff. If Seller does not deliver a copy of the Agreed Order to Buyer on or before November 9, 2018 (“Approved Deadline”), Buyer may at any time thereafter cancel the Agreement by delivering written notice to Seller, and the parties shall be released from any further liabilities and obligations hereunder

(b) If all of the conditions of this Section 4 shall not have been satisfied or waived in writing by Buyer on or before the Closing Date (or such earlier date if specified therein), Buyer shall have the right to terminate this Agreement by written notice to Seller, Seller shall pay to Buyer the sum of $5,000.00, and neither party shall have any further liability or obligation to the other hereunder.

5. CLOSING.

(a) “Closing” shall mean the consummation of the purchase and sale of the Property in accordance with the terms of this Agreement. The Closing shall occur on or before five (5) days after the expiration of the Document Review Period or earlier waiver thereof by Buyer (such date being referred to as the “Closing Date”). Possession of the Property, subject to the rights of tenants and occupants under the Leases, shall be delivered at the time of Closing.

(b) The Closing shall be an “escrow closing”, with TitleMark acting as escrow agent and with this Agreement serving as the escrow instructions, unless the parties should subsequently direct otherwise.

6. CLOSING DELIVERIES.

(a) On or before Closing (or earlier, if specified below), Seller shall execute (as applicable) and deliver to the Title Company the following:

(i) a warranty deed with lien covenant (the “Deed”), duly executed and acknowledged by Seller and in proper form for recording, conveying to Buyer good and marketable title to the Real Property free and clear of all liens, tenancies and encumbrances except the Permitted Exceptions. Seller shall deliver a draft of the Deed to Buyer’s counsel on or before three (3) days prior to the Closing Date;

(ii) A Bill of Sale, in the form provided herein as Exhibit C, conveying the Improvements and the Tangible Property, conveying to Buyer good and marketable title to the Improvements and Tangible Property free and clear of all liens, tenancies and encumbrances;

(iii) An affidavit that Seller is not a foreign person under IRC §1445 (so-called “FIRPTA Affidavit”);

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(iv) Possession of the Property free and clear of any occupants or tenancies other than as contemplated by the Lease:

(v) An executed counterpart of the Lease between Seller and Buyer in the form agreed to by Buyer;

(vi) Those documents reasonably required by the Title Company to evidence Seller’s authority to convey the Property to Buyer;

(vii) An executed closing statement in form and substance reasonably satisfactory to Seller; and

(viii) Such other documentation reasonably requested by Buyer or Title Company to effect the sale of the Property and the other obligations of the parties as contemplated herein.

(b) On or before Closing, Buyer shall deliver to Title Company the following:

(i) The Purchase Price, as adjusted, in accordance with the terms hereof;

(ii) Buyer’s counterparts of the Lease as set forth herein;

(iii) An executed closing statement in form and substance reasonably acceptable to Buyer; and

(vii) Such other documentation reasonably requested by Buyer or Title Company to effect the sale of the Property and the other obligations of the parties as contemplated herein.

7. CLOSING COSTS. The expenses of Closing shall be charged and paid in full by Seller. Such costs include, without limitation:

(i) The cost of any documentary stamps, transfer fees or conveyance fees;

(ii) The cost of the title examination, Title Commitment and the premium for the Title Policy in the amount of the Purchase Price

(iii) Any escrow fee; and

(iii) All charges incident to recording any documents necessary to clear title to the Property as well as the cost of recording the Deed and any mortgage in favor of Buyer.

Buyer and Seller shall each pay their own legal and accounting fees with respect to this transaction except as otherwise provided herein.

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8. PRORATIONS. The following shall be adjusted between Seller and Buyer and shall be prorated on a per diem basis as of the day preceding the Closing Date (so that Buyer has the benefit of all income for the day of Closing and the burden of all expenses for the day of Closing);

(a) Real estate taxes shall be adjusted between Seller and Buyer on the basis of the fiscal year to which they are applicable.

(b) Water rates and sewer charges or rentals (if not metered).

(c) Utility charges (including, but not limited to, water rates and sewer charges or rentals if metered but not including utility charges separately metered to and payable by any one or more of the tenants) shall not be apportioned, but Seller shall cause all utility meters to be read not more than two (2) days before Closing Date (or as close to Closing as otherwise possible), and Seller agrees to pay promptly after receipt all utility bills and charges accruing up to and including the day preceding the Closing Date.

9. SELLER’S REPRESENTATIONS AND WARRANTIES.

(a) As of the Closing, Seller hereby represents and warrants to, and, where applicable, covenants with Buyer, that:

(i) Seller is the sole owner of the Property and has full right, title and authority to transfer and convey the Property to Buyer subject to the Agreed Order.

(ii) Seller has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution of this Agreement and the consummation of the transactions contemplated hereby have been authorized by all necessary action on the part of Seller. The individual executing this Agreement on behalf of Seller has been duly authorized to do so. No consent or approval of any other party is needed in connection with the consummation of the transactions contemplated hereby.

(iii) There is no action, suit or proceeding pending or threatened in respect of or affecting the Real Property.

(b) The representations and warranties set forth in this Section shall survive Closing.

12. DEFAULT.

If Seller shall fail to fulfill its agreements herein, Buyer, may in addition to its other remedies hereunder, at law or in equity, either: (i) enforce specific performance of this Agreement,

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including attorneys' fees for such action; or (ii) terminate this Agreement and receive the sum of $25,000.00 as full liquidated damages. Buyer and Seller agree that it is impossible for Buyer and Seller to determine at this time the full extent of Buyer’s damage at the time of Seller’s default and that the liquidated damage herein provided is an agreed upon reasonable and equitable sum. Notwithstanding the above, Buyer shall not exercise any remedy hereunder or have any right to receipt of the Deposit unless it has first given Seller ten (10) days prior written notice of default and Seller has failed to cure the default within such ten (10) day period.

13. DESTRUCTION OF IMPROVEMENTS; EMINENT DOMAIN.

(a) Subject to the provisions of this Agreement, Seller shall bear the risk of all loss, destruction or damage to the Property or any portion thereof from any and all causes whatsoever to and including the time of the close of escrow on the Closing Date.

(b) If at any time following the date of execution of this Agreement and prior to the Closing Date any portion of the Property is destroyed or damaged as a result of fire or any other cause whatsoever, or is the subject of a pending or contemplated taking by eminent domain or similar proceeding, Seller shall promptly give notice thereof to Buyer. Buyer shall then have the option to terminate this Agreement and, neither party shall have any further rights or obligations hereunder. If, after receipt of Seller's notice, as aforesaid, Buyer does not exercise its option to terminate this Agreement, the parties hereto shall remain bound hereunder and Seller shall assign and turn over and Buyer shall be entitled to receive and keep all insurance proceeds payable as a result of such destruction or damage or awards for the taking by eminent domain described in said notice, as the case may be.

14. ASSIGNMENT. Buyer may assign this Agreement to a related, affiliated and/or controlled entity without Seller’s prior written consent.

15. NOTICES. Any and all notices, demands or requests permitted or required to be made under this Agreement shall be in writing and shall be (a) sent by electronic mail, (b) sent by Federal Express or any similar service requiring a receipt, (c) hand delivered, or (d) sent by facsimile to the other party at the addresses or numbers, as applicable, set forth below, or to such other party or such other address or number within the continental United States as may have theretofore been designated in writing. For the purposes of this Agreement, the following addresses shall be followed for the giving of notice:

To Seller: Avatar Packaging, Inc. 5110 West Idlewild Avenue Tampa, Florida 33634 Attention: David Fairbanks Email: [email protected]

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with a copy to: Penny Parks Links Financial, LLC 100 E Madison Street, Suite 302 Tampa, FL, 33602

To Buyer: c/o Redstone Funding, LLC 1501 W. Cleveland St.,Ste 200 Tampa, Florida 33606 Attention: Brad Salzer Email: [email protected]

with a copy to: Redstone Investments 5050 Belmont Avenue Youngstown, Ohio 44505 Attention: Jeffrey Grinstein Email: [email protected]

16. BROKERS. Buyer and Seller each represent and warrant to the other that it has dealt with no real estate broker or person entitled to or claiming a commission or fee in connection with the sale of the Property, other than Links Financial Real Estate, LLC.

17. MISCELLANEOUS.

(a) This Agreement, together with the exhibits attached hereto, constitute the entire agreement of the parties hereto regarding the purchase and sale of the Property, and all prior agreements, understandings, representations and statements, oral or written, are hereby merged herein. In the event of a conflict between the terms of this Agreement and any prior written agreements, the terms of this Agreement shall prevail. This Agreement may only be amended or modified by an instrument in writing, signed by the party intended to be bound thereby.

(b) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

(c) The Section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several Sections hereof.

(d) If any portion of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

(e) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

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(f) If any time period set forth herein for the performance of any obligations or the delivery of any notices ends on a day which is not a business day, then such time period shall be deemed extended to the next following business day. As used herein, a “business day” shall be any day other than a Saturday, Sunday, or legal holiday.

(g) The Title Company is employed under this Agreement in a ministerial capacity only, and shall act only as provided in this Agreement.

If there is any dispute among the parties hereto as to whether the Title Company shall disburse any funds, documents or instruments held under this Agreement, the Title Company may either (a) hold such items until receipt of an authorization in writing signed by all persons having an interest in said dispute; or (b) file a suit in interpleader in a court of competent jurisdiction, tender such items into court, and obtain an order requiring the parties to litigate their several claims among themselves, upon which event the Title Company shall ipso facto be released and discharged from all obligations and duties under this Agreement.

Buyer and Seller shall jointly and severally indemnify and hold the Title Company harmless from and against any and all claims, liability, loss, costs and expenses (including reasonable attorneys’ fees and court costs) arising from the performance of the Title Company hereunder, except for any such claim, action or proceeding resulting in a final determination that the Title Company by its own bad faith, negligence or willful misconduct breached the terms hereof. In the event that such costs or expenses are incurred by the Title Company, the Title Company shall be entitled to reimburse itself out of any funds held hereunder for its reasonable costs and expenses. In no event shall Title Company’s liability hereunder exceed the aggregate amount of the Deposit it is holding.

Except for any claim, action or proceeding resulting in a final determination that the Title Company acted in bad faith, negligently or engaged in any type of willful misconduct, the Title Company shall not be responsible for any loss or delay occasioned by the closure or insolvency of the institution with which any funds are invested in accordance with this Agreement, and shall have no liability for interest on such funds. The Title Company shall not be liable for any loss or delay occasioned by the failure of said financial institution to wire funds in a timely manner.

Buyer and Seller shall execute any documents or instruments reasonably requested by the Title Company in connection with its acting as Escrow Agent hereunder.

[Signature Page Follows]

- 9 - Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 10 of 17

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

Avatar Packaging, Inc.., a ______

Dated:______By:______

Its:______

SELLER

RF Drew Park LLC, a Florida limited liability company

Dated:______By:______

Its: Manager

BUYER

- 10 - Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 11 of 17

LIST OF EXHIBITS

A- Legal Description of Real Property B- Tangible Property C- Form of Bill of Sale

- 11 - Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 12 of 17

EXHIBIT A

LEGAL DESCRIPTION

The South 160 0 feet of the North 765.0 feet of the East ½ of the West ¼ of the Northeast ¼ of the Southwest ¼ of the South 160.0 feet of the North 765.0 feet of the west 1/3 of the East 1/2 of the West ½ of the Northeast 1/4 of the Southwest 1/4, all in Section 32, Township 28 South, Range 18 East of Hillsborough County, Florida.

With a street address of: 5110 West Idlewild Avenue, Tampa, Florida 33634

- 12 - Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 13 of 17

EXHIBIT B

TANGIBLE PROPERTY

Data Tech Sample Maker Table Langston 2 color Printer Slotter Model DT 11066 Vacuum Feed 66 X 110 50 X 105 S/N: 039205 SIN: VP7108

Hooper FX 1 color Printer Slotter Universal 1 color Jumbo Printer Slotter Vacuum Table/ Kicker bar feed w/ stacker 60 X 86 X 186 140 Harper Flexo Conversion, 1 out slotting S/N: WSJ2P255 Heads & 1 steel print cylinder

Universal 1 color Printer Slotter Pioneer Flatbed Die Cutter Slat Feed (Chainbar) Rubber Drum 64 X 164 80 X 120 Model: Rotary Slotter Model: PFD 80 S/N: M-578 SIN: 0258

5/0 Miehle Die Cutter (Green) Ward 1 color Rotary Die Cutter Steel Drum w/take off Prime Lead Edge Feed 45 X 64 10' Gravity Infield Conveyor S/N: AP-268 Drum 66" X 80"

23 'A S & S Partition Slotter 36" Ideal Wire Stitcher (6) slotting knives Open Throat (4) scoring knives Model: 1S4586 SIN: AP-597 SIN: A-27131

120" Corfine Slitter Scorer 85" Global Eccentric Slotter 3-cutting arms Model: S-920 w/ guillotine SIN: 07770

Caterpillar (2014) Forktruck. 2P50004-LE LPG, Ford 16 ft Box Truck 5,000 lb. Capacity, I.C. Pneumatic Tire Forklift. Model: E450 72" forks. Vin: IFDXE45FOYHA75911

USM Hytronic 50-37-36 D/C Press 36 X 73 X Signode Compression Strapper 100 Signode Pneumatic Hand Strapper 50 Tons 7" stroke 2 Strapping roll stands Model No# 159 Ball Top Table

- 13 - Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 14 of 17

Foam "Clicker" Die Cutter 8-10' Conveyor systems S/N: 639295

Semi Automatic General Taper/Gluer 96" S & S Deluxe Slitter Scorer Corrugated Machinery Co S/N: 9795 Model: -72 SIN: MM7161

40" Rebiltco Band Saw SIN: 562

- 14 - Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 15 of 17

EXHIBIT C

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS, that Avatar Packaging, Inc., a Florida corporation (“Grantor”), for valuable consideration received to its full satisfaction from RF Drew Park LLC, a Florida limited liability company (“Grantee”), does hereby grant, bargain, sell, transfer, convey, and assign unto Grantee, its successors and assigns, all of Grantor’s right, title, and interest, in and to (i) the buildings and parking lot and other buildings and improvements, fixtures and items of real property (the “Improvements”) located on or about the real property described on Exhibit A attached hereto (the “Real Property”) and (ii) all tangible personal property located on or about the Real Property or used in connection with the operation and maintenance of the Real Property or the business connected thereon or therein including, without limitation the furniture, fixtures and equipment as shown on the attached Exhibit B (the “Tangible Property.

Grantor hereby warrants to Grantee and its successors and assigns that it is the holder of legal and beneficial title to the Improvements and the Tangible Property; that Grantor has good and lawful right to sell the Improvements and the Tangible Property as aforesaid; and that there is hereby conveyed to Grantee on the date hereof, good and marketable title to the Improvements and the Tangible Property, and that the Improvements and the Tangible Property are free from all rights of others, and all liens, leases, mortgages, pledges, claims, charges, security interests and other encumbrances of any kind or nature; and that, with respect to legal and beneficial title, Grantor will warrant and defend the Improvements and the Tangible Property against the claims and demands of all persons.

TO HAVE AND TO HOLD the same unto Grantee, its successors and assigns forever.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed this ____ day of ______, 20__.

Avatar Packaging, Inc., a Florida limited liability company.

By:

Its:

- 15 - Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 16 of 17

EXHIBIT A

LEGAL DESCRIPTION

With a street address of: 5110 West Idlewild Avenue, Tampa, Florida 33634

- 16 - Case 8:16-bk-08094-RCT Doc 201-1 Filed 10/30/18 Page 17 of 17

EXHIBIT B

TANGIBLE PROPERTY

Data Tech Sample Maker Table Langston 2 color Printer Slotter Model DT 11066 Vacuum Feed 66 X 110 50 X 105 S/N: 039205 SIN: VP7108 Hooper FX 1 color Printer Slotter Universal 1 color Jumbo Printer Slotter Vacuum Table/ Kicker bar feed w/ stacker 60 X 140 86 X 186 S/N: WSJ2P255 Harper Flexo Conversion, 1 out slotting Heads & 1 steel print cylinder

Universal 1 color Printer Slotter Pioneer Flatbed Die Cutter Slat Feed (Chainbar) Rubber Drum 64 X 164 80 X 120 Model: Rotary Slotter Model: PFD 80 S/N: M-578 SIN: 0258

5/0 Miehle Die Cutter (Green) Ward 1 color Rotary Die Cutter Steel Drum w/take off Prime Lead Edge Feed 45 X 64 10' Gravity Infield Conveyor S/N: AP-268 Drum 66" X 80"

23 'A S & S Partition Slotter 36" Ideal Wire Stitcher (6) slotting knives Open Throat (4) scoring knives Model: 1S4586 SIN: AP-597 SIN: A-27131

120" Corfine Slitter Scorer 85" Global Eccentric Slotter 3-cutting arms w/ Model: S-920 guillotine SIN: 07770

Caterpillar (2014) Forktruck. 2P50004-LE LPG, Ford 16 ft Box Truck 5,000 lb. Capacity, I.C. Pneumatic Tire Forklift. 72" forks. Model: E450 Vin: IFDXE45FOYHA75911

USM Hytronic 50-37-36 D/C Press 36 X 73 X 100 Signode Compression Strapper 50 Tons 7" stroke Signode Pneumatic Hand Strapper Model No# 159 2 Strapping roll stands Foam "Clicker" Die Cutter Ball Top Table S/N: 639295 8-10' Conveyor systems

Semi Automatic General Taper/Gluer 96" S & S Deluxe Slitter Scorer Corrugated Machinery Co S/N: 9795 Model: -72 SIN: MM7161

40" Rebiltco Band Saw SIN: 562

- 17 - Label Matrix for local noticingCase 8:16-bk-08094-RCT Avatar Packaging, Doc Inc. 201-2 Filed 10/30/18 CanPage Capital 1 of Asset 2 Servicing 113A-8 5110 West Idlewild Avenue Burr & Forman, LLP Case 8:16-bk-08094-RCT Tampa, FL 33634-8024 201 N. Franklin Street Middle District of Florida Suite 3200 Tampa Tampa, FL 33602-5872 Tue Oct 30 11:49:03 EDT 2018 Centennial Bank AmTrust North America AmTrust North America, Inc. c/o Richard B. Storfer P.O. Box 6939 c/o Buckley King LPA Rice Pugatch Cleveland, OH 44101-1939 1400 Fifth Third Center 101 NE 3rd Avenue 600 Superior Avenue East Suite 1800 Cleveland, OH 44114-2652 Ft. Lauderdale, FL 33301-1252 Ascendant Commercial Insurance Can Capital Asset Servicing Can Capital Asset Servicing, Inc c/o Total Bank c/o Jacqueline Simms-Petredis, Esq. Can Capital Asset Servicing, Inc. P.O. Box 527423 201 N. Franklin Street, Suite 3200 2015 Vaughn Rd, Building 500 Miami, FL 33152-7423 Tampa, FL 33602-5872 Kennesaw, GA 30144-7831

Centenniel Bank Charles W. Bentley, Trustee Compaction Technologies, LLC c/o Richard B. Storfer, Esq. 1115 Gunn Hwy. Suite 100 2986 Owl Hole Gap Rd. Rice Pugatch Robinson Storfe Odessa, FL 33556-5328 Rutledge, TN 37861-4231 101 N.E. 3rd Avenue #1800 Fort Lauderdale, FL 33301-1252

David V. Fairbanks, Jr. De Lage Landen Fin. Srvc. In Denise Fairbanks 5110 W. Idlewild Ave. Lease Processing Center 5110 W. Idlewild Ave. Tampa, FL 33634-8024 1111 Old Eagle School Road Tampa, FL 33634-8024 Wayne, PA 19087-1453

Denise M. Fairbanks Department of Revenue Florida Dept. of Revenue 5110 W. Idlewild Ave. PO Box 6668 5050 W. Tennessee St. Tampa, FL 33634-8024 Tallahassee FL 32314-6668 Tallahassee, FL 32399-0100

Industries to Internal Revenue Service Internal Revenue Service c/o Paul Nam P.O. Box 7346 P.O. Box 80110 3535 Piedmont Road NE Philadelphia, PA 19101-7346 Cincinnati, OH 45280 Building 14, suite 440 Atlanta, GA 30305-1518

International Paper International Paper International Paper AR Team Leader Attn: Matt Ernst Recievables Control Corp. Tower IV Room 7-418 1740 International Place 7373 Kirkwood Court Memphis, TN 38197-0001 Memphis, TN 38197-0103 Suite 200 Osseo, MN 55369-5264

Lighthouse Invest. of Tampa, Merchant Cash & Capital Merchant Cash & Capital LLC 5110 W. Idlewild Ave. d/b/a Bizfi Funding Pryor & Mandelup, LLP Tampa, FL 33634-8024 460 Park Avenue South c/o Anthony F. Giuliano, Esq. 10th floor 675 Old Country Road New York, NY 10016-7470 Westbury, NY 11590-4513

Merchant Cash & Capital LLC Paragon Financial Group, Inc. Pawnee Leasing Corp c/o Christopher P. Guiliano c/o Ullman & Ullman, P.A. 700 Centre Ave. Guiliano McDonnell & Perrone 7700 W. Camino Real, Suite 401 Fort Collins, CO 80526-2023 170 Old Country Road #608 Boca Raton, FL 33433-5543 Mineola, NY 11501-4313

Pawnee Leasing Corporation Case 8:16-bk-08094-RCT Penske Truck LeasingDoc 201-2 Co, L.P Filed 10/30/18 PrattPage Industries, 2 of 2 Inc. 3801 Automation Way, Ste 207 P.O. Box 563 1800-C Sarasota Parkway Fort Collins, CO 80525-5735 Reading, PA 19603-0563 Conyers, GA 30013

Prosper RING POWER CORPORATION RSC Industries, Inc. 221 Main Street 10421 FERN HILL DR c/o Harold A. Adler, Inc. Suite 300 RIVERVIEW, FL 33578-9305 13014 N. Dale Mabry Hwy San Francisco, CA 94105-1909 Suite 140 Tampa, FL 33618-2808

Samuel W. McAfee Steve Pantazes U.S. Dept. of Labor 3409 McFair Lane 331 Harbor Passage O.S.H.A. Thonotosassa, FL 33592-4138 Clearwater Beach, FL 33767-1810 5807 Breckenridge Pkwy. Suite A Tampa, FL 33610-4249

ULLMAN & ULLMAN, P.A. V. David Fairbanks WebBank Attorneys for Paragon Financial Group, I 5110 W. Idlewild Ave. c/o CAN Capital Asset Svc 7700 W. Camino Real, Suite 401 Tampa, FL 33634-8024 155 N. 400 West, Suite 315 Boca Raton, Florida 33433-5543 Salt Lake City, UT 84103-1111

West Rock WestRock United States Trustee - TPA + P.O. Box 409813 attn Brian Newton, Credit Manager Timberlake Annex, Suite 1200 Atlanta, GA 30384-9813 3950 Shackleford Road 501 E Polk Street Duluth GA 30096-1855 Tampa, FL 33602-3949

Richard B Storfer + Samantha L Dammer + Jacqueline A Simms-Petredis + Rice Pagatch Robinson & Schiller, P.A. Tampa Law Advocates,P.A. Burr & Forman, LLP 101 N.E. Third Avenue, Ste. 1800 A Private Law Firm One Tampa City Center Fort Lauderdale, FL 33301-1252 620 East Twiggs Suite 110 201 North Franklin Street, Suite 3200 Tampa, FL 33602-3938 Tampa, FL 33602-5872

Nicole Peair + Colleen Murphy Davis + Jared A Ullman + Timberlake Annex Assistant United States Attorney Ullman & Ullman, P.A. 501 E Polk Street, Suite 1200 400 North Tampa Street, Suite 3200 150 East Palmetto Park Road, Suite 700 Tampa, FL 33602-3945 Tampa, FL 33602-4774 Boca Raton, FL 33432-4829

The following recipients may be/have been bypassed for notice due to an undeliverable (u) or duplicate (d) address.

(u)Paragon Financial Group, Inc. (u)United States Attorney’s Office - IRS End of Label Matrix Mailable recipients 50 Bypassed recipients 2 Total 52