DISTRICT COURT, DENVER COUNTY, COLORADO

DATE FILED: October 22, 2015 12:27 PM FILING ID: B3DB773E5B1A9 CASE NUMBER: 2014CV31358

1437 Bannock Street Denver, CO 80202 GERALD ROME, Securities Commissioner for the State of Colorado, Plaintiff, v. RICHARD ROOP, and BOTTOM LINE RESULTS, INC., Defendants. CYNTHIA H. COFFMAN, Attorney General RUSSELL B. KLEIN, 31965* Deputy Attorney General JENNIFER H. HUNT, 29964* Assistant Attorney General 1300 Broadway, 8th Floor Denver, CO 80203 Klein Tel: (720) 508-6413 Hunt Tel: (720) 508-6401 [email protected] [email protected] *Counsel of Record

 COURT USE ONLY  Case No.: 14CV31358 Courtroom: 259

MOTION FOR CONTEMPT CITATION Gerald Rome, Securities Commissioner for the State of Colorado (“the Commissioner”), by and through his counsel, the Colorado Attorney General, hereby moves the Court for an order for issuance of a contempt citation pursuant to C.R.C.P. 107 to Defendant Richard Roop requiring Defendant to appear and show cause why he should not be held in contempt for violation of the permanent injunction entered by this Court on March 11, 2015. As grounds for this motion, the Commissioner states as follows:

1. The Commissioner filed the complaint in this matter on April 3, 2014, alleging that the Defendants violated the licensing, registration, and antifraud provisions of the Colorado Securities Act. 2. On March 5, 2015, this Court granted partial summary judgement in favor of the Commissioner on his claims for violation of the licensing and registration provisions of the Colorado Securities Act. The parties subsequently stipulated to a permanent injunction and appointment of a receiver. 3. The Court entered the Order of Permanent Injunction and Other Relief on March 11, 2015 and entered the Order appointing a receiver on March 23, 2015. The receivership estate includes “all assets related to the conduct of the BLR Entities as described in the Complaint for Injunctive Relief.” Order Appointing Receiver, March 23, 2015, at 2. 4. The permanent injunction prohibits Defendants from associating in any capacity with (among others) promoters, issuers, broker-dealers, or “any individual or entity engaged in the offer, purchase, or sale of securities in or from Colorado.” Order of Permanent Injunction and Other Relief, March 11, 2015, at ¶ 3.a. “Associating in any capacity” includes acting in one of these capacities or directly or indirectly controlling an entity that does. Id. The permanent injunction also specifically prohibits Defendants from offering or selling any unregistered securities in Colorado or acting as a broker-dealer without a license. Id. at ¶ 3.b.(1) and (2). 5. According to the records of the Teller County Clerk & Recorder obtained by the Receiver in his investigation of the receivership estate, Roop executed a Note Modification for one of Defendants’ longtime investors, the Marlene F. Whittaker Revocable Trust, on May 8, 2015. See Exhibit 1 (Note Modification, with Clerk & Recorder stamp). This Note Modification extends the maturity date of the trust’s original note, increases the balance by nearly $30,000, changes the payment amounts, and changes the applicable interest rate. Mrs. Whittaker executed the Note Modification on May 12, 2015, and it was recorded with the Teller County Clerk & Recorder on May 19, 2015. 6. This court has already determined that these investments are securities as defined by the Colorado Securities Act, that they were unregistered and not exempt from registration, and that Defendants’ conduct with respect to the sale of the private notes constituted acting as a mortgage broker-dealer and mortgage sales representative without the required licenses. See Order Granting Partial Summary Judgment, March 3, 2015. Therefore, Roop’s sale of the Note 2

Modification in May 2015 is a direct and willful violation of paragraphs 3.a and 3.b of the permanent injunction. It is also a violation of the receivership order, which required Defendants to deliver all assets in the Estate to the Receiver and gave the Receiver full control over all Estate assets. See Order Appointing Receiver, March 23, 2011, at ¶¶ 4, 5. 7. The disobedience of a court order is contempt of court under C.R.C.P. 107(a)(1). Defendants have knowledge of the permanent injunction, the ability to comply with it, and willfully refused to comply. Given that this at least the second time that Defendants have violated the terms of an order of this Court, the Commissioner requests that the Court impose monetary sanctions as the Court deems appropriate and a sentence of imprisonment to deter future willful violations and punish Roop’s repeated misconduct. 8. As a direct consequence of Respondent’s willful and contemptuous violation of the Order of Permanent Injunction and Other Relief, it has become necessary for the Commissioner to obtain the legal services of the Colorado Attorney General to institute these civil contempt proceedings pursuant to C.R.C.P. 107 for a second time, thereby incurring additional attorneys’ fees. The Commissioner seeks recovery of these attorneys’ fees and costs, and will present evidence pursuant to C.R.C.P. 121 § 1-22, upon direction of the Court. WHEREFORE, the Commissioner requests that this Court issue a Citation directed to Defendant Richard Roop requiring Defendant to appear before this Court at a specified date and time in order to show cause why he should not be held in contempt; that the citation inform Defendant that punitive and/or remedial sanctions, in the form of fines and/or imprisonment, and such other relief as the Court may afford, may be imposed upon Defendant in order to vindicate the dignity and authority of this Court, and to enforce compliance with the Court’s Order; that the citation inform Roop that if there is a failure to appear as ordered, a bench warrant may issue for his arrest without further notice; and that reasonable attorneys’ fees and costs may be awarded to the Commissioner, as allowed by the Court and as provided in C.R.C.P. 107, and for such other and further relief as the Court deems just and appropriate. Respectfully submitted this 22nd day of October, 2015. CYNTHIA H. COFFMAN Attorney General

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/s/ Jennifer H. Hunt RUSSELL B. KLEIN, 31965* Deputy Attorney General JENNIFER H. HUNT, 29964* Assistant Attorney General Financial and Health Services Unit Business & Licensing Section Attorneys for Plaintiff *Counsel of Record

CERTIFICATE OF SERVICE I hereby certify that on this 22nd day of October, 2015, the foregoing MOTION FOR CONTEMPT CITATION was served on all parties and movants in this matter via the ICCES e-filing system.

/s/ William Russell

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