Troy D. Greenfield, OSB #892534 

Email: tgreenfield@schwabe.com 

Lawrence R. Ream (Pro Hae Vice) 

Email: lream@schwabe.com 

Alex I. Poust, OSB #925155 

Email: apoust@schwabe.com 

Schwabe, Williamson & Wyatt, P.C. 

Pacwest Center 

1211SW5th Ave., Suite 1900 

Portland, OR 97204 

Telephone: 503.222.9981 

Facsimile: 503.796.2900 

Ivan B. Knauer (Admitted Pro Hae Vice) 

Email: iknauer@swlaw.com 

Snell & Wilmer LLP 

1101 Pennsylvania Ave., N.W., Suite 300 

Washington, DC 20004 

Telephone: 202.802.9770 

Facsimile: 202.688.2201 

Attorneys for the Receiver for Defendants 

AEQUITAS 1V1ANAGEJVIENT, LLC; AEQUITAS HOLDINGS, 

LLC; AEQUITAS COMMERCIAL FINANCE, LLC; AEQUITAS 

CAPITAL MANAGEMENT, INC.; AEQUITAS INVESTJVIENT 

MANAGEMENT, LLC 

IN THE UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF OREGON 

SECURITIES AND EXCHANGE 

COMMISSION, 

PORTLAl'ID DIVISION 

No. 3: l 6-cv-00438-PK 

Plaintiff, 

v. 

AEQUITAS MANAGEMENT, LLC; 

AEQUITAS HOLDINGS, LLC; 

WP 0? 2CFBJ ORDER GRANTING 

RECEIVER'S MOTION TO SELL 

PERSONAL PROPERTY TO SIL VERMINE 

lVIEDIA HOLDINGS, LLC, FREE AND 

CLEAR OF LIENS, INTERESTS, CLAIMS 

AND ENCUMBRANCES 

(Syncronex, LLC) 

Page 1 - afi'ROI 03£§] ORDER GRANTING RECEIVER'S MOTION 

TO SELL PERSONAL PROPERTY TO SIL VERlvlINE 

HOLDINGS, LLC (Syncronex, LLC) 

PDX\1299121215141 \AP\22755994.4 

SCHWABE, 'MLUAMSON & WYATT, P.C. 

Attorneys at law 

PacNest Center 1211 SW5thAve .. Sufte1900 

Portland, OR 97204 

Telephone: 503.222.9981 Fax: 503.700.2900 
AEQUITAS COMMERCIAL FINANCE, 

LLC; AEQUITAS CAPITAL 

J\/lANAGEJV!ENT, INC.; AEQUIT AS 

INVESTMENT wlANAGEMENT, LLC; 

ROBERT J. JESENIK, BRIAN A. OLIVER; 

and N. SCOTT GILLIS, 

Defendants. 

This matter having come before the Honorable Paul Papak on Receiver's Motion for 

Orders: (1) Scheduling Hearing to Approve Sale of Assets; (2) Approving Silvermine Media 

Holdings, LLC, as Stalking Horse Bidder; (3) Approving Break-Up Fee; (4) Approving Bidding 

Procedures; and (5) Approving the Sale of Assets Free and Clear of All Liens, Claims, 

Encumbrances and Interests (Syncronex, LLC) (the "Motion")1 [Dkt. 600), which Motion is 

unopposed, and the Court, having considered the Declarations of Brad Foster in support of the 

Motion [Dkt. 601 and 612), and further having considered the other records and files herein, and 

the Court being fully advised in the premises, now, therefore, 

THE COURT FINDS as follows: 

A. On March 10, 2016, the Securities and Exchange Collllnission ("SEC") filed a 

complaint in this Court against the five entity defendants, Robe1t J. Jesenik, Brian A. Oliver, and 

N. Scott Gillis. 

B. On March 16, 2016, pursuant to the Stipulated Interim Order Appointing 

Receiver, the Receiver was appointed as receiver for the entity defendants and 43 related entities 

on an interim basis (the "Interim Receivership Order"). On April 14, 2016, pursuant to the Order 

Appointing Receiver, the Receiver was appointed as receiver of the entity defendants and 43 

related entities on a final basis (the "Final Receivership Order"). 

C. Due, timely, and adequate notice of the Motion was given, and such notice was 

1 Capitalized terms not otherwise defined in this Order shall have the meanings ascribed to them 

in the Motion. 

Page 2 - [Jif 21 UBL!fFORDER GRANTING RECEIVER'S MOTION 

TO SELL PERSONAL PROPERTY TO SIL VERtvl!NE 

HOLDINGS, LLC (Syncronex, LLC) 

PDX\!299 !2121514 !\AP\22755994.4 

SCHWABE, '/\.1LUAMSON & W'fATT, P.C. 

Attorneys at Law 

Pacv/est Center 1211 SW 5th Ave., Suite 1900 Portland, OR 97204 Telephone: 503.222.9981 

Fax: 503.796.2900 
good, sufficient, and appropriate under the circumstances. No other or fmther notice of the 

Motion is or shall be required. 

D. On April 16, 2018, pursuant to the Motion, the Court entered the Order Granting 

Receiver's Motion (I) to Schedule Final Sale Hearing, (2) to Approve Silvermine Media 

Holdings, LLC, as Stalking Horse Bidder, (3) to Approve Break-Up Fee, (4) to Approve Bidding 

Procedures, and (5) for Related Relief (the "Bid Procedures Order") [Dkt. 603]. 

E. Pursuant to the Bid Procedures Order, the Court authorized the Receiver to 

consider Alternative Bids and, if necessary, hold an auction for the sale of the Assigned Interests, 

all on the terms described therein. Pursuant to the Bid Procedures Order, Alternative Bids were 

due by the Bid Deadline of 12:00 Noon Pacific Time, on May 16, 2018. 

F. No Qualified Alternative Bids were submitted to the Receiver prior to expiration 

of the Bid Deadline or otherwise. 

G. Approval of the Sale and the Purchase Agreement is in the best interests of the 

Receivership Entity and its estate. 

H. The Sale of the Assigned Interests on the terms contemplated by the Purchase 

Agreement, including but not limited to the conduct of the sales process by the Receiver pursuant 

to the Bidding Procedures, was conducted in a fair and commercially reasonable manner under 

the circumstances. There is no evidence that the Receivership Entity, Receiver or Silvermine 

Media Holdings, LLC ("Purchaser"), engaged in any conduct (including but not limited to 

collusion or fraud of any kind) that would cause or permit the Sale transaction to be avoided. 

I. The Sale is an arm's-length transaction, proposed in the sound exercise of the 

Receiver's business judgment, in good faith and for fair value. The Sale is in the best interests of 

the Receivership Entity, and its creditors and investors. Purchaser has at all times acted in good 

faith in connection with the sales process conducted by the Receiver and therefore is entitled to 

all the protections afforded good faith purchasers under applicable law. 

Page 3 - #"flllF @!JEE] ORDER GRANTING RECEIVER'S MOTION 

TO SELL PERSONAL PROPERTY TO SIL VERMINE 

HOLDINGS, LLC (Syncronex, LLC) 

PDX\1299121215141\AP\22755994.4 

SCHWABE, '/\.1LLIAMSON & WYATT, P.C. 

Attorneys at Law 

PaC1Nest Center 1211SW5th Ave., Suite 1900 Portland, OR 97204 

rerra~~'&~~~~s1 
J. Purchaser, on the one hand, and the Receivership Entity, on the other hand, are 

not insiders or affiliates of each other. The transactions contemplated under this Order and the 

Purchase Agreement do not amount to a consolidation, merger, or de facto merger of Purchaser 

and any Receivership Entity. There is no substantial continuity between Purchaser and the 

Receivership Entity, and Purchaser is not a successor to the Receivership Entity or its estate. 

K. At all times prior to the entry of this Order, the Assigned Interests has been the 

property of Receivership Entity's estate, title thereto is vested in the Receivership Entity, and the 

Receivership Entity is the sole and lawful owner thereof. Pursuant to the Final Receivership 

Order, the Receiver has full power and authority to convey and deliver the Assigned Interests to 

Purchaser. 

L. The Court having reviewed the Motion, and having considered the presentations 

of counsel, and having considered any objections filed to the Motion, and it appearing that the 

Sale is in the best interest of the Receivership Entity and its estate, and for good cause shown, 

IT IS HEREBY ORDERED AND DECREED as follows: 

1. The Motion is granted and the Purchase Agreement is approved in its entirety. 

2. All objections to the Motion that have not been withdrawn, waived, settled, or 

expressly reserved pursuant to the terms of this Order are overruled. 

3. The Sale of the Assigned Interests to Purchaser on the terms set forth in the 

Purchase Agreement, and as reasonably amended by agreement of the parties, is approved. 

Pursuant to the Motion and the Final Receivership Order, the transfer of the Assigned Interests to 

Purchaser shall be free and clear of any and all liens, claims, interests, and encumbrances 

("Liens"), including but not limited to those that are or may be alleged by Terrell Group 

Management, LLC ("TGM"). All Liens recorded or not as of the date of the closing of the Sale, 

if any, shall be released as against the Assigned Interests, and shall attach to the proceeds of Sale 

to the same extent, validity, and priority as they attached to the Assigned Interests, subject to use 

Page 4 - [I itCI ®SEC] ORDER GRANTING RECEIVER'S MOTION 

TO SELL PERSONAL PROPER TY TO SIL VERLvlINE 

HOLDINGS, LLC (Syncronex, LLC) 

PDX\ 129912\215141 IAP\22755994.4 

SCHWABE, 'A1LUAMSON & 1NYATT, P.C. 

Attorneys at law 

Pacwest Center 1211 SW 5th Ave., Suite 1000 

Portland, OR 97204 

Telif~~~ ~~~~i981 
of such proceeds by the Receivership Entity pursuant to the terms of the Final Receivership 

Order or upon further order of this Court. 

4. Without limiting the foregoing paragraph number three, TGM shall hold a 

replacement security interest in the proceeds of the ACL Loans in the principal amount of 

$4,383, 723.00, plus accrued interest as of January 31, 2017, in the amount of $413,334.87, plus 

interest accruing thereafter at the rate of $1,049.89 per diem (the "ACL Loans Proceeds") of the 

same extent, validity, perfection and priority that it holds a security interest in the ACL Loans, 

(2) the Receiver shall deposit the ACL Loans Proceeds in a segregated, non-interest bearing bank 

deposit account, and (3) the Receiver shall not withdraw or use the ACL Loans Proceeds for any 

purpose other than payment ofTGM's claims without either TGM's consent or fmther order of 

this Court. 

5. The provisions of this Order declaring the sale of the Assigned Interests free and 

clear of Liens shall be self-executing, and neither the Receiver, Purchaser, nor any other party 

shall be required to execute or file releases, termination statements, assignments, cancellations, 

consents, or other instruments to effectuate, consummate, and/or implement the provisions 

hereof with respect to the Sale. 

6. The Receiver and Purchaser are authorized to execute, deliver, and perform all 

obligations and related documents as deemed necessary or appropriate by the Receiver to close 

the transactions contemplated by this Order and the Purchase Agreement, including the Sale and 

any other transactions required by the Sale. 

7. Each of the Receivership Entity's creditors is directed to execute such documents 

and take all other actions as may be necessary to release its Liens in and to the Assigned 

Interests, if any, as such may have been recorded, filed, or otherwise exist. Purchaser is hereby 

authorized to execute and file such documents solely with respect to the Assigned Interests and 

related Liens should the Receivership Entity's creditors fail to do so. No person or entity shall 

Page 5 - [I Ad 6366] ORDER GRANTING RECEIVER'S MOTION 

TO SELL PERSONAL PROPERTY TO SIL VERJ'v!INE 

HOLDINGS, LLC (Syncronex, LLC) 

PDX\ 1299121215141\AP\227 55994. 4 

SCHWABE, 1i\1ll!MlSON & 'NfATT, P.C. Attorneys at Law 

Pac.vest Cent tr 1211 SW 5th Ava., Surte 1SOO 

Portland, OR 97204 T elephooe: 503.222.9981 Fax: 503.796.2000 
interfere with the Sale and the transactions contemplated by the Purchase Agreement or take any 

other actions that would diminish the value to be received or retained by the Receivership Entity. 

8. Purchaser is not a successor to the Receivership Entity or its estate by reason of 

any theory of law or equity, and Purchaser, and its respective affiliates and subsidiaries, shall not 

assume, nor be deemed to assume, nor in any way be responsible for, any liability or obligation 

of the Receivership Entity and/or its estate, including, but not limited to, any successor liability 

or similar liability. 

9. Neither Purchaser, Receiver, nor the Receivership Entity shall have any liability 

with respect to brokers' fees, if any, incurred in connection with the Sale and the Purchase 

Agreement. 

10. The Final Hearing to approve the Sale, scheduled for June 12, 2018, at 10:00 a.m. 

Pacific Time, is cancelled. 

11. This Court shall retain exclusive jurisdiction over any issues relating to the Sale 

of the Assigned Interests to Purchaser, to enforce this Order, and over any action arising from or 

in any way related to the Sale, including but not limited to any actions asse1ied against the 

Purchaser. 

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Page 6 • [HCQF IJ? ] ORDER GRANTING RECEIVER'S MOTION 

TO SELL PERSONAL PROPER TY TO SIL VERtv!INE 

HOLDINGS, LLC (Syncronex, LLC) 

PDX\ 1299121215141 \AP\22755994.4 

SCHWABE, 1MLUMlSON & WYATT, P.C. 

Attcmeys at Law Pao.>.·est Center 

1211SW5th Ave., Suite 1900 Portland, OR 97204 

Te!~~oo~~~~~~81 
12. This Order shall be binding in all respects on all creditors and interest holders of 

the Receivership Entity, Purchaser, TGM, and their successors and assigns. 

""'" <hle J1"'-<,, of ~\8 

SUB!vfITTED BY: 

SCHWABE, WILLIAMSON & WYATT, P.C. 

By: s/ Alex l Poust OSB #925155 

Troy D. Greenfield, OSB #892534 

tgreenfield@schwabe.com 

Lawrence R. Ream (Pro Hae Vice) 

lream@schwabe.com 

Alex I. Poust, OSB #925155 

apoust@schwabe.com 

Telephone: 503.222.9981 

Facsimile: 503.796.2900 

Ivan B. Knauer (Admitted Pro Hae Vice) 

iknauer@swlaw.com 

SNELL & WILMER I.LP 

Telephone: 202.802.9770 

Facsimile: 202.688.2201 

Attorneys for the Receiver for Defendants 

Aequitas Management, I.LC, Aequitas 

Holdings, I.LC, Aequitas Commercial Finance, 

LLC, Aequitas Capital Management, Inc., and 

Aequitas Investment Management, LLC 

Page 7 - fPKBF !ll!l'llii] ORDER GRANTING RECEIVER'S MOTION 

TO SELL PERSONAL PROPERTY TO SIL VERivllNE 

HOLDINGS, LLC (Syncronex, LLC) 

POX\ 129912\215141\AP\22755994.4 

SCHWABE, 'MLUAMSCN & 1NYATT, P.C. 

Attorneys at Law Pacv•est Center 1211 SW 5th Ave., Suite 1900 Portland, OR 97204 

T eJephone: 503.222.9981 Fax: 503.796.2900