EXHIBIT#9-Part 2

Case 7:15-cv-01035-VB Document 26-12 Filed 03/23/15 Page 1 of 5

David R. Jarrett, Esq.

Baker & Hostetler, LLP

October 6, 2014

Page four

DID Holdings2, LLC ("DJD2") is a limited liability company organized and

existing under the laws of the State ofNew York. Prior to May 13, 2013, DJD2 owned 100% of

the membership interests of LAG2. At that time, the membership interests of DJD2 were owned

as follows: the CKGF Lash Group owned 90% of DJD2 and Steven Adam owned 10% of DJD2.

The CKGF Lash Group consisted of: Lash who owned 30% of DJD2; McAnna, Ltd. which

owned 25% of DJD2, Rina Chernaya who owned 12.5% of DJD2, Diana Chernaya who owned

12.5% ofDJD2, Gentile who owned 9.5% ofDJD2, Robe11 Kessler who owned 9.5% ofDJD2

and Gerald Francese who owned 1% of DJD2. Additionally, at that time, LAG2 's officers were

Lash, Danielle Lash, Gentile, Robert Kessler, Rina Chernaya and Steven Adam and Lash was the

president and the person responsible for overseeing the operation of the LAG 2 VW Dealership.

These facts are delineated in the LAG2 Dealer Agreement.

On May 13, 2013 , DJD2 entered in an agreement (the "51% LAG2 Agreement") with

GPB LLC, whereby GPB LLC agreed to purchase 51% of the membership interests of DJD2 for

an aggregate purchase price of $1 ,050,000 from each of the members of DJD2 on a pro rata

basis. A copy of the 51% LAG2 Agreement is attached hereto as Exhibit 9.

On February 13, 2 0 14, D JD2 entered in an agreement (the "44 .1% LAG 2 Agreement")

with GPB LLC, whereby GPB LLC agreed to purchase 44.1% of the membership interests of

DJD2 for an aggregate purchase price of$791 ,350 from each ofthe members ofthe CKGF Lash

Group on a pro rata basis. The 44.1% LAG2 Agreement did not provide for the purchase of

Steven Adam's 4.9% membership interest in DJD2. A copy of the 44.1% LAG2 Agreement is

attached hereto as Exhibit 10.

GPB LLC paid the purchase price of$1 ,841 ,350 for 95.1% ofDJD2 as follows :

Date Payments

6117113 $ 500,000.00

12/3113 $ 388,000.00

2/20114 $ 75 ,000.00

3113114 $ 162,000.00

6116114 $ 716,350.00

Total $1 ,841 ,350.00

Case 7:15-cv-01035-VB Document 26-12 Filed 03/23/15 Page 2 of 5

David R. Janett, Esq.

Baker & Hostetler, LLP

October 6, 2014

Page five

On or about April 30, 2014, Steven Adam' s employment with LAG2 was terminated.

GPB LLC is in the process of negotiating the acquisition of Mr. Adam' s 4.9% ofDJD2. It is

anticipated that definitive terms for the acquisition of Mr. Adam's 4.9% of DJD2 shall be

completed this week.

Effective June 16, 2014, GPB LLC was the 95.1% owner ofDJD2 and thereby the

beneficial owner of 95.1% of LAG2. During all relevant times Lash was the general manager of

the LAG2 VW Dealership and was responsible for overseeing all aspects of the operation of the

LAG2 VW Dealership. Following the acquisition of Mr. Adam's 4.9% ofDJD2, GPB LLC will

be the 100% owner of DJD2 and thereby the beneficial owner of 100% of LAG2.

GPBLLC

As stated above, GPB LLC is owned by GPB Holdings, LP and Jeffrey Lash. GPB

Holdings, LP, is a limited partnership organized and existing under the laws of the State of

Delaware. The general partner of GPB Holdings, LP is GPB Capital Holdings, LLC, which is a

limited liability company organized and existing under the laws of the State of Delaware.

Gentile is the sole member and manager of GPB Capital Holdings, LLC. GPB Capital Holdings,

LLC is registered as an investment advisor with the United States Securities and Exchange

Commission. Between May 13, 2014 and today, Gentile has controlled GPB LLC as its manager

and as the manager of the general partner of GPB Holdings, LP, which owns 85% of the

membership interests of GPB LLC.

GPB Holdings, LP was formed to raise capital from investors and then to acquire early

stage companies in tlu·ee distinct asset classes: automotive, life sciences and infonnation

teclmology. It is anticipated that GPB Holdings, LP will raise between $150,000,000 and

$200,000,000 for acquisitions. Approximately sixty percent of the funds raised by GPB

Holdings, LP is expected to be invested in the automotive asset class.

Case 7:15-cv-01035-VB Document 26-12 Filed 03/23/15 Page 3 of 5

David R. Jarrett, Esq.

Baker & Hostetler, LLP

October 6, 2014

Page Six

GPB Holdings, LP established GPB LLC to acquire, own and manage the automotive

distributorships acquired on behalf of GPB Holdings, LP. From the outset GPB Holdings, LP

entered into an anangement with Lash that Lash would manage and oversee each of the

automotive dealerships acquired by GPB Holdings, LP.

Future Plans

As previously disclosed to Mark Hammond, by Lash, it is the intention of GPB Holding,

LP to enter into an arrangement with Patrick Dibre ("Dibre"), an experienced and talented

automotive dealership owner, whereby Dibre will become a member of GPB LLC. This

agreement is currently in the negotiation stage and has not been finalized. The proposed details

ofthe new structure are as follows: GPB Holdings, LLC will own 70% ofGPB LLC and Lash

Dibre, LLC, a newly formed entity, will own the remaining 30% of GPB LLC. Lash and Dibre

will own and control all ofthe voting interests of Lash Dibre, LLC. Additionally, the planned

amended operating agreement for GPB LLC will grant both Lash and Dibre veto power of all

major decisions concerning the automotive dealerships owned by GPB LLC.

Also as discussed above, GPB LLC is close to finalizing the acquisition of Steven

Adam 's 4.9% membership interest in DJD2.

Moving Forward

We respectfully request the opportunity to provide VWofA an application for the change

in ownership of both LAG and LAG2 consistent with the facts stated herein and as described in

the Future Plans section above.

Specifically, the requested ownership structure for LAG would be as follows: LAG is

owned by DID and DJD is owned by GPB LLC. In turn GPB LLC is 70% owned by GPB

Holdings, LP and 30% by Lash Dibre, LLC. The ownership structure for LAG2 would be as

follows: LAG2 is owned by DJD2 and DJD2 is owned by GPB LLC. In turn GPB LLC is 70%

owned by GPB Holdings, LP and 30% by Lash Dibre, LLC

Case 7:15-cv-01035-VB Document 26-12 Filed 03/23/15 Page 4 of 5

David R. JalTett, Esq.

Baker & Hostetler, LLP

October 6, 2014

Page Seven

We hope the above information is responsive to your request and we apologize for any

delayed reporting of ownership changes. In this regard we note that during the period March 5,

2010 through the present Lash was the responsible person for the LAG VW Dealership and the

LAG2 VW Dealership and Gentile was the manager ofthe equity owner of LAG and LAG2.

Please be advised that we are available at your request to discuss the information set forth

above or to answer any questions you may have or to provide you with additional supporting

information.

Enclosures: As stated above.

cc Mr. Jeffrey Lash

Mr. David Gentile

Very truly yours,

Case 7:15-cv-01035-VB Document 26-12 Filed 03/23/15 Page 5 of 5