Rojo Construction Co., LLC v. Vesta Realty, LLC

IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA ROJO CONSTRUCTION CO., LLC, Plaintiff, vs. VESTA REALTY, LLC, a foreign limited liability company; VESTA CAPITAL, LLC, a foreign limited liability company; LOUIS INVESTMENTS, LLC, a foreign limited liability company; WEDGEWOOD APARTMENT ACQUISITION, LLC, a foreign limited liability company; MARC KULICK, an individual; BANK OF THE WEST, a foreign corporation; SG CAPITAL PARTNERS, LLC, a foreign limited liability company; BL3, Inc., an Oklahoma Corporation; BRUSHWORX PAINT AND DRYWALL, LLC, a domestic limited liability company; WESTLAKE HARDWARE, INC., a Delaware Corporation; NIX LUMBER, Inc., an Oklahoma Corporation; RASA FLOORS & CARPET CLEANING, LLC; a foreign limited liability company; TRES PALM SUPPLY, LLC d/b/a MAINTENANCE SUPPLY SOLUTIONS, LLC, a foreign limited liability company; SWIFT PEST SERVICES, LLC; a domestic limited liability company; Defendants. PETITION COMES NOW Plaintiff, Rojo Construction Co., LLC ("Rojo"), and, for its causes of action against Vesta Realty, LLC ("Vesta Realty"), Vesta Capital, LLC ("Vesta Capital"), Louis Investments, LLC ("Louis Investments"), Wedgewood Apartment Acquisition, LLC ("Wedgewood"). Marc Kulick ("Marc"), Bank of the West, SG Capital Partners, LLC ("SG FILED DISTRICT COURT OKLAHOMA COUNTY, OKLAHOMA March 6, 2026 3:32 PM RICK WARREN, COURT CLERK Case No.: Case Number CJ-2026-1711 Judge: Capital Partners"), BL3, Inc. ("BL3"), Brushworx Paint and Drywall, LLC ("Brushworx Paint and Drywall"). Westlake Hardware, Inc. ("Westlake Hardware"). Nix Lumber, Inc. ("Nix Lumber"), Rasa Floors & Carpet Cleaning, LLC (Rasa Floors & Carpet Cleaning"). Tres Palm Supply, LLC dba Maintenance Supply Solutions ("Maintenance Supply Solutions"), and Swift Pest Services, LLC ("Swift Pest Services") (collectively, the "Defendants"), alleges and states as follows: Parties, Jurisdiction, and Venue 1. Rojo is an Oklahoma limited liability company doing business in Oklahoma County, Oklahoma. 2. On information and belief, Vesta Realty is a foreign limited liability company doing business in Oklahoma County, Oklahoma. 3. On information and belief, Vesta Capital is a foreign limited liability company doing business in Tulsa County, Oklahoma. 4. On information and belief, Louis Investments is a foreign limited liability company doing business in Tulsa County, Oklahoma. 5. On information and belief, Wedgewood is a foreign limited liability company doing business in Oklahoma County, Oklahoma. 6. On information and belief, Defendant Marc. is an individual that resides in Tulsa County, Oklahoma. 7. On information and belief, Bank of the West is a foreign corporation doing business in Oklahoma County, Oklahoma. 8. On information and belief, SG Capital Partners is a foreign limited liability company doing business in Oklahoma County, Oklahoma. 9. On information and belief. BL3 is an Oklahoma corporation doing business in Oklahoma County, Oklahoma. 10. On information and belief. Brushworx Paint and Drywall is an Oklahoma limited liability company doing business in Oklahoma County, Oklahoma 11. On information and belief. Westlake Hardware is a foreign corporation doing business in Oklahoma County, Oklahoma. 12. On information and belief, Nix Lumber is an Oklahoma limited liability company doing business in Oklahoma County, Oklahoma. 13. On information and belief, Rasa Floors & Carpet Cleaning is a foreign limited liability company doing business in Oklahoma County, Oklahoma. 14. On information and belief. Maintenance Supply Solutions is a foreign limited liability company doing business in Oklahoma County, Oklahoma. 15. On information and belief, Swift Pest Services is an Oklahoma limited liability company doing business in Oklahoma County, Oklahoma. 16. Jurisdiction is properly vested in this Court pursuant to 12 O.S. § 2004(F). 17. Venue is proper in Oklahoma County pursuant to 12 O.S. §§ 131, 142, and 143. General Allegations 18. Wedgewood is the owner of real property located at 4101 Northwest Expressway in Oklahoma City, OK 73116 and more specifically described as set forth on Exhibit “A” attached hereto (the “Property”). 19. Pursuant to an agreement with Vesta Realty and Wedgewood and at the direction and approval of Vesta Realty and Wedgewood through Marc (the “Contract”). Rojo provided labor and certain materials (the “Work”) to the Property. 20. The Work performed by Rojo satisfied all conditions precedent to the collection of all sums due to Rojo under the Contract; however, Vesta Realty and Wedgewood failed to pay all the money Rojo was owed for the Work performed on the Property. 21. In accordance with the Contract, Rojo issued invoices to Vesta Realty and Wedgewood for the Work in the total amount of Fourteen Thousand Sixty-Five and 00/100 Dollars ($14,065.00) (the "Invoices"). 22. Despite repeated demands by Rojo, Vesta Realty and Wedgewood have failed or otherwise refused to make payment on the Invoices. 23. As a result of Vesta Realty's failure to pay the $14,065.00 reflected in the Invoices, Rojo recorded a Mechanics' Lien. Document Number 2025101301145244 in the office of the County Clerk of Oklahoma County, State of Oklahoma (the "Lien"). The Lien sets forth the sum of $14,065.00 as the amount due for the Work performed by Rojo at the Property. A copy of the Lien is attached hereto as Exhibit "B". 24. On information and belief, Marc is the owner and/or member of Vesta, and at all relevant times acted as an authorized agent of Vesta. 25. On information and belief, Vesta Realty, Vesta Capital, Louis Investments, and Wedgewood share common ownership and control by Marc, share officers and managers, and operate out of common offices at 6911 S 66th E Ave, Suite 100, Tulsa, Oklahoma 74133. On information and belief, Vesta Realty also acts as registered service agent and/or maintains the registered office for Vesta Capital, Louis Investments, and Wedgewood in Oklahoma. 26. On information and belief, at all relevant times, Vesta Realty — acting at the direction of Marc and for the benefit of Vesta Capital, Louis Investments, and Wedgewood — retained and directed numerous small contractors and subcontractors to perform work, provide labor, and furnish materials at the Property. 27. On information and belief, Vesta Realty and the other entities under Marc’s control intentionally structured the Property’s ownership and operations so that the entities that directly contract with small subcontractors and vendors are thinly capitalized, lack sufficient assets of their own, and do not maintain separate, independent business operations apart from the broader Vesta enterprise. 28. On information and belief, when subcontractors and vendors complete work on the Property, Vesta Realty, Wedgewood, and the upstream entities under Marc’s control routinely delay or refuse payment, even as the Property continues to generate substantial rental income and appreciation. 29. On information and belief, this fragmented entity structure allows Marc and his affiliated entities to capture the economic benefits of the work performed at the Property while attempting to insulate Marc personally, and his parent and investment entities, from liability for the debts owed to Rojo and other small subcontractors and vendors. 30. On information and belief, the same pattern of control, capitalization, and nonpayment is repeated across multiple other properties within the Vesta enterprise, using a network of single-purpose property LLCs, manager LLCs, and investor LLCs all ultimately controlled by Marc. 31. As a result of this deliberately layered and undercapitalized structure, Vesta Realty, Vesta Capital, Louis Investments, Wedgewood, and Marc (collectively “Wedgewood Entities”) operate as a single business enterprise with respect to the ownership, financing, operation, and maintenance of the Property, and that this structure has been used to perpetuate an injustice by shielding Marc and his affiliated entities from liability while they knowingly benefit from unpaid work performed at the Property. 32. Bank of the West may claim some right, title or interest in and to the Property pursuant to that certain Mortgage recorded in the Office of the Oklahoma County Clerk on July 30, 2018. 33. SG Capital Partners may claim some right, title or interest in and to the Property pursuant to that certain Mortgage recorded in the Office of the Oklahoma County Clerk on July 19, 2021. 34. BL3 may claim some right, title or interest in and to the Property pursuant to that certain Mechanic’s Lien Statement recorded in the Office of the Oklahoma County Clerk on August 18, 2022. 35. Brushworx Painting and Drywall may claim some right, title or interest in and to the Property pursuant to that certain Mechanic’s Lien Statement recorded in the Office of the Oklahoma County Clerk on November 27, 2023. 36. Westlake Hardware may claim some right, title or interest in and to the Property pursuant to that certain Mechanic’s Lien Statement recorded in the Office of the Oklahoma County Clerk on February 14, 2025. 37. Nix Lumber may claim some right, title or interest in and to the Property pursuant to that certain Mechanic’s Lien Statement recorded in the Office of the Oklahoma County Clerk on June 30, 2025. 38. Rasa Floors & Carpet Cleaning may claim some right, title or interest in and to the Property pursuant to that certain Mechanic’s Lien Statement recorded in the Office of the Oklahoma County Clerk on August 12, 2025. 39. Maintenance Supply Solutions may claim some right, title or interest in and to the Property pursuant to that certain Mechanic’s Lien Statements recorded in the Office of the Oklahoma County Clerk on August 27, 2025, and September 5, 2025. 40. Swift Pest Services may claim some right, title or interest in and to the Property pursuant to that certain Mechanic’s Lien Statement recorded in the Office of the Oklahoma County Clerk on October 24, 2025. First Cause of Action Foreclosure of Mechanics and Materialmen’s Lien 41. Rojo adopts and incorporates by reference the allegations set forth in paragraphs 1-40 above. 42. Rojo is the owner and holder of the Lien. 43. Although demand has been made upon Vesta Realty and Wedgewood, the amount of $14,065.00 remains due and owing to Rojo. 44. Bank of the West, SG Capital Partners, BL3, Brushworx Painting and Drywall, Westlake Hardware, Nix Lumber, Rasa Floors & Carpet Cleaning, Maintenance Supply Solutions, and Swift Pest Services may claim some right, title or interest in the Property. 45. Rojo is entitled to judgment foreclosing its Lien in the amount of $14,065.00 on the Property and ordering a sale of the Property subject to the Lien, with the sale proceeds being applied to first satisfy the Lien and Rojo’s pre-judgment and post-judgment interests, costs, and attorneys’ fees. Second Cause of Action Breach of Contract – Vesta Realty & Wedgewood 46. Rojo adopts and incorporates by reference the allegations set forth in paragraphs 1-45 above. 47. Rojo performed all its obligations under the Contract. 48. Vesta Realty and Wedgewood breached its Contract with Rojo by failing to pay Rojo all sums due for the Work performed on the Property. 49. Rojo is entitled to judgment against Vesta Realty and Wedgewood for breach of contract in the amount of $14,065.00, plus pre-judgment and post-judgment interest, costs, and attorneys’ fees. Third Cause of Action Quantum Meruit – Vesta Realty and Wedgewood 50. Rojo adopts and incorporates by reference the allegations set forth in paragraph 1-49 above. 51. Rojo provided Vesta Realty and Wedgewood with valuable services from which Vesta Realty and Wedgewood benefited. 52. Rojo is entitled to reasonable compensation for the Work it performed on the Property. Accordingly, Rojo is entitled to judgment against Vesta Realty and Wedgewood in the amount of $14,065.00, plus prejudgment and post-judgment interest, costs, and attorneys’ fees. Fourth Cause of Action Unjust Enrichment – Vesta Realty and Wedgewood 53. Rojo adopts and incorporates by reference the allegations set forth in paragraphs 1-52 above. 54. Rojo performed the Work with the reasonable expectation of being adequately and fairly compensated therefor. 55. The Work performed benefited Vesta Realty and Wedgewood, and Vesta Realty and Wedgewood accepted the Work furnished by Rojo. 56. Rojo has not been paid for the Work it performed and Vesta Realty and Wedgewood has been unjustly enriched as a result. Rojo is, therefore, entitled to recover from Vesta Realty and Wedgewood the amount of $14,065.00, plus prejudgment and post-judgment interest, costs, and attorneys’ fees. Fifth Cause of Action Actual Fraud – Marc and Vesta Realty 57. Rojo adopts and incorporates by reference the allegations set forth in paragraphs 1-56 above. 58. Marc and Vesta Realty knowingly and recklessly made false material representations to Rojo regarding Vesta Realty’s financial capacity and intent to pay for the Work. 59. Marc and Vesta Realty knew that Rojo would act upon these materially false representations by entering into the Contract and completing the Work. 60. To Rojo’s detriment, Rojo relied upon Marc and Vesta Realty’s false material representations in agreeing to the Contract and completing the Work. 61. Rojo has suffered damages, in the amount of $14,065.00, as a direct result of Marc and Vesta Realty’s fraudulent representations, plus pre-judgment and post-judgment interest, costs, and attorneys’ fees as allowed by law. 62. Marc and Vesta Realty’s fraudulent actions were carried out with a reckless and wanton disregard of Rojo’s rights. As a result, Rojo is also entitled to exemplary damages in an amount commensurate with Marc and Vesta Realty’s financial standing and net worth to punish Marc and Vesta, and sufficient to serve as a deterrent against similar conduct in the future. Sixth Cause of Action Constructive Fraud – Marc and Vesta Realty 63. Rojo adopts and incorporates by reference the allegations set forth in paragraphs 1- 62 above. 64. Marc, as the managing member and principal operating authority of Vesta Realty and ultimate beneficial owner of Wedgewood, occupied a position of trust and confidence with respect to Rojo, as the party directing the Work and making representations regarding payment capacity and intent. 65. Marc deliberately concealed material facts regarding the adequacy of capitalization, the commingling of funds, the failure to observe corporate formalities, and the pattern of nonpayment to other subcontractors. 66. To Rojo’s detriment, Rojo reasonably relied upon Marc’s omissions and false representations in entering into the contract and performing the work, believing that Vesta Realty and Wedgewood had the financial capacity and good faith intent to pay. 67. Rojo has suffered damages, in the amount of $14,065.00, as a direct result of Marc and Vesta Realty’s constructive fraud, plus pre-judgment and post-judgment interest, costs, and attorneys’ fees as allowed by law. 68. Marc and Vesta Realty’s actions and omissions were carried out with a reckless and wanton disregard of Rojo’s rights. As a result, Rojo is also entitled to exemplary damages in an amount commensurate with Marc and Vesta Realty’s financial standing and net worth to punish Marc and Vesta Realty, and sufficient to serve as a deterrent against similar conduct in the future. Seventh Cause of Action Civil Conspiracy – Vesta Realty, Vesta Capital, Louis Investments, Wedgewood, and Marc 69. Rojo adopts and incorporates by reference the allegations set forth in paragraphs 1-68 above. 70. At all relevant times, the Wedgewood Entities were under the complete control and authority of Defendant Marc, who exercised unilateral authority over the ownership, financing, and operation of the Property and over the contracting, direction, and payment of vendors and subcontractors. 71. The Wedgewood Entities shared a common business purpose, common management, common offices and addresses, and common control by Marc, and combined and agreed, by concerted action, to accomplish an unlawful purpose and/or to accomplish a lawful purpose by unlawful means. 72. Specifically, the Wedgewood Entities agreed and combined to obtain labor, services, and materials from Rojo and other similarly situated subcontractors and vendors for the benefit of the Property, to induce such parties to fully perform under their contracts, and then to withhold or refuse payment while using a deliberately layered and thinly capitalized entity structure to hinder, delay, and defraud those creditors and to insulate the upstream entities and Marc’s personally from liability. 73. As alleged above, Marc serves as the Chief Executive Officer of Louis Investments, Vesta Capital, and Vesta Realty, which is the manager of Wedgewood. Acting in these roles, Marc personally directed, approved, and implemented the common plan by which Vesta Realty contracted with Rojo, directed Rojo’s work, and then refused payment while the economic benefits of that work were captured by the Wedgewood Entities. 74. In furtherance of this common scheme, the Wedgewood Entities, acting through Marc and Vesta Realty, (a) represented and promised to Rojo for its work at the Property; (b) induced Rojo to fully perform under the Contract; and (c) thereafter refused to pay Rojo, while maintaining the Property’s cash flows and benefits within the Vesta structure and leaving Vesta Realty without sufficient capital to satisfy their obligations. 75. The Wedgewood Entities committed one or more overt acts in furtherance of this civil conspiracy, including but not limited to: structuring and maintaining the interlocking ownership and management of Vesta Capital, Vesta Realty, Louis Investments, and Wedgewood: entering into the Contract with Rojo through Vesta Realty; directing Rojo`s performance of work at the Property; accepting and using the benefits of Rojo`s work; and refusing to pay Rojo for that work. 76. As a direct and proximate result of the civil conspiracy and the unlawful acts and means employed by the Wedgewood Entities in furtherance thereof. Rojo has suffered damages in the amount of $14,065.00. 77. Rojo is, therefore, entitled to recover from Vesta Realty, Vesta Capital, Louis Investments, Wedgewood, and Marc, jointly and severally, in the amount of $14,065.00, plus prejudgment and post-judgment interest, costs, and attorneys` fees. Eight Cause of Action Appointment of Receiver – Vesta Realty, Vesta Capital, Louis Investments, Wedgewood 78. Rojo adopts and incorporates by reference the allegations set forth in paragraphs 1-77 above. 79. On information and belief, the Wedgewood Entities are closely held entities wholly controlled, directly or indirectly by Marc, who exercises control over their bank accounts, books and records, contracts, accounts receivable, and dealings with subcontractors and property owners. 80. On information and belief. Marc has deliberately concealed material facts regarding the adequacy of capitalization, the commingling of funds, the failure to observe corporate formalities, diverted or commingled funds and assets between Marc and the Wedgewood Entities, and engaged in a pattern of nonpayment to multiple small subcontractors while continuing to contract for work and receive the benefits of that work. 81. These actions indicate a substantial risk that, absent Court intervention, Marc and the Wedgewood Entities will continue to conceal, dissipate, divert, or waste assets that should be available to satisfy Rojo’s claims and the claims of similarly situated subcontractors, and that ongoing operations will further prejudice creditors and lien claimants. 82. These issues demonstrate that Marc cannot be relied upon to manage corporate assets in good faith or in a manner that protects creditors or lien claimants. 83. There is a substantial danger that, if a receiver is not appointed, (a) the Wedgewood Entities will be exposed to additional civil liabilities, judgments, and dissolution under Oklahoma law, (b) the assets of the Wedgewood Entities will be further depleted, diverted, or concealed, impairing Rojo's ability to collect on any judgment and enforce its mechanics and materials lien. and (c) Rojo and other unpaid subcontractors will suffer irreparable injury in the form of loss of recourse to corporate assets and continued diversion of funds. 84. The appointment of a neutral receiver over the Wedgewood Entities during the pendency of this action is necessary and proper to take over management and control of the affairs, assets, and accounts of the entities; ensure that operations are conducted only in the usual course of business and that corporate assets are not unlawfully depleted, diverted, or wasted; preserve and marshal assets that may be available to satisfy Rojo's claims and lien; and exercise such further rights and powers as the Court may direct. 85. Rojo further requests that the Court authorize equitable relief to trace, identify, and impose a constructive trust over property or funds converted, diverted, wasted, or misused by Marc through the Wedgewood Entities; and order an impartial accounting of the books and records of the entities to determine the extent to which Marc has mismanaged, converted, diverted, wasted, or misused assets or funds for his personal benefit and to the detriment of Rojo. creditors and lien claimants. Prayer WHEREFORE, Plaintiff Rojo Construction Co., LLC prays that the Court: A. Enter judgment in its favor and against Vesta Realty, Wedgewood, and all other defendants with an interest in the Property on its lien foreclosure claim in the amount of $14,065.00, together with pre-judgment and post-judgment interest, costs, and attorneys’ fees, accrued and accruing; foreclose its lien upon the Property; order that the Property be sold subject to the lien; direct that the proceeds of such sale be applied first to satisfy its lien, interest, costs, and attorneys’ fees; and further, determine and adjudicate the respective priorities of all liens and interests claimed by the parties in and to the Property; B. Enter judgment in its favor and against Vesta Realty and Wedgewood on its lien breach of contract claim in the sum of $14,065.00, plus pre-judgment and post-judgment interest, in addition to its attorneys’ fees and costs, accrued and accruing; C. Enter judgment in its favor and against Vesta Realty and Wedgewood on its quantum meruit claim in the sum of $14,065.00, plus pre-judgment and post-judgment interest, in addition to its attorneys’ fees and costs, accrued and accruing; D. Enter judgment in its favor and against Vesta Realty and Wedgewood on its unjust enrichment claim in the sum of $14,065.00, plus pre-judgment and post-judgment interest, in addition to its attorneys’ fees and costs, accrued and accruing; E. Enter judgment in its favor and against Marc and Vesta Realty on its actual fraud claim in the sum of $14,065.00, plus pre-judgment and post-judgment interest, in addition to its attorneys’ fees and costs, accrued and accruing, plus exemplary damages in an amount commensurate with Marc and Vesta Realty’s financial standing and net worth to punish Marc and Vesta Realty, and sufficient to serve as a deterrent against similar conduct in the future: F. Enter judgment in its favor and against Marc and Vesta Realty on its constructive fraud claim in the sum of $14,065.00, plus pre-judgment and post-judgment interest, in addition to its attorneys’ fees and costs, accrued and accruing, plus exemplary damages in an amount commensurate with Marc and Vesta Realty’s financial standing and net worth to punish Marc and Vesta Realty, and sufficient to serve as a deterrent against similar conduct in the future; G. Enter judgment in its favor and against Vesta Realty, Vesta Capital, Louis Investments, Wedgewood, and Marc on its civil conspiracy claim, jointly and severally, in the sum of $14,065.00, plus pre-judgment and post-judgment interest, in addition to its attorneys’ fees and costs, accrued and accruing; H. Set its request for the appointment of receiver for expedited hearing, and upon the hearing of the same, grant the relief herein requested, including but not limited to appointing the receiver as set forth herein; I. Grant such other and further relief as the Court deems equitable and just. Respectfully Submitted, BARROW & GRIMM, P.C. Timothy L. Rogers, OBA No. 22292 J. Remington Huffman, OBA No. 36674 110 W. 7th St., Ste. 900 Tulsa, OK 74119-1044 (918) 584-1600 (918) 585-2444 (Fax) [email protected] [email protected] ATTORNEYS FOR PLAINTIFF SPECIAL WARRANTY DEED THIS INDENTURE: Made this 16th day of July, 2021, by LRC WEDGEWOOD, LLC, an Oklahoma limited liability company (the "Grantor"), in favor of WEDGEWOOD APARTMENTS ACQUISITION LLC, a Delaware limited liability company (the "Grantee"), whose address is 187 S. Old Woodward, Suite 200, Birmingham, Michigan 48009. WITNESSETH, that in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, receipt of which is hereby acknowledged, Grantor, by these presents, does grant, bargain, sell and convey unto Grantee, its successors or assigns, all of the following described real estate, situated in the County of Oklahoma, State of Oklahoma (the "Property"), to wit: See Exhibit “A” attached hereto and incorporated herein by reference The Property is conveyed subject to those matters set forth on Exhibit “B” attached hereto and by this reference made a part hereof (collectively, the “Permitted Exceptions”). TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns forever, free, clear and discharged of and from all former grants, charges, taxes, judgments and other liens and encumbrances of whatsoever nature made by Grantor, but not otherwise, subject only to the Permitted Exceptions. [The remainder of this page has been intentionally left blank. A signature page follows this page.] IN WITNESS WHEREOF, Grantor has hereunto set its hand the day and year first above written. GRANTOR: LRC WEDGEWOOD, LLC, an Oklahoma limited liability company By: LRC Owned, LLC, its sole Member By: Envolve Communities, LLC, its sole Member By: Name: W. Daniel Hughes, Jr. Title: Chief Executive Officer STATE OF ALABAMA ) COUNTY OF MONTGOMERY ) ss. This instrument was acknowledged before me on July 13, 2021 by W. Daniel Hughes, Jr., in his capacity as Chief Executive Officer of Envolve Communities, LLC, which is the sole Member of LRC Owned, LLC, which is the sole Member of LRC Wedgewood, LLC. EXHIBIT A Legal Description TRACT 1 A part of the Southwest Quarter (SW/4) of Section TWO (2), Township TWELVE (12) North, Range FOUR (4) West of the Indian Meridian, Oklahoma County, Oklahoma, more particularly described as follows: Beginning at the Northeast Corner of the SW/4 of said Section 2; Thence due South, along the East line of said SW/4, a distance of 1634.66 feet; Thence due West a distance of 584.00 feet; Thence due North a distance of 305.16 feet; Thence North 56°17'45" West a distance of 365.31 feet to a point on the East property line of Lake Hefner Reservation; Thence North 38°14'17" East, along the East line of said Lake Hefner Reservation, a distance of 1434.58 feet to the Point of Beginning. TRACT 2 Non-exclusive roadway easement dated January 31, 1975, recorded in Book 4209, Page 804 of the records of Oklahoma County, Oklahoma, which covers the following described property: A part of the Southwest Quarter (SW/4) of Section TWO (2), Township TWELVE (12) North, Range FOUR (4) West of the Indian Meridian, Oklahoma County, Oklahoma, more particularly described as follows: Commencing at the Northeast Corner of said SW/4 of Said Section 2; Thence due South, along the East line of said SW/4, a distance of 1634.66 feet to the Point of Beginning; Thence due West 584.00 feet; Thence due South 25 feet; Thence due East 584 feet; Thence due North 25 feet to the Point of Beginning. TRACT 3 Non-exclusive roadway easement dated January 31, 1975, recorded in Book 4209, Page 804 of the records of Oklahoma County, Oklahoma, which covers the following described property: A part of the Southwest Quarter (SW/4) of Section TWO (2), Township TWELVE (12) North, Range FOUR (4) West of the Indian Meridian, Oklahoma County, Oklahoma, more particularly described as follows: Commencing at the Northeast Corner of the SW/4 of said Section 2; Thence due South, along the East line of said SW/4, a distance of 1659.66 feet to the Point of Beginning; Thence due West 60.0 feet; Thence due South 503.59 feet to the North right-of-way line of the Northwest Highway; Thence South 61°49'30" East, along said right-of-way, 68.07 feet to a point on the East line of said SW/4; Thence due North, and parallel to said East line, 535.73 feet to the Point of Beginning. LESS AND EXCEPT THE FOLLOWING TRACT A STRIP, PIECE OR PARCEL OF LAND LYING IN PART OF THE Southwest Quarter (SW/4) of Section TWO (2), Township TWELVE (12) North, Range FOUR (4) West of the Indian Meridian, Oklahoma County, Oklahoma, said parcel of land being described by metes and bounds as follow: Beginning at a point where the present North right-of-way line of U.S. Highway No. 270 intersects the East line of said SW/4 a distance of 455.08 feet North of the Southeast Corner of said SW/4; Thence North 61°49'30" West, along the present North right-of-way line, a distance of 68.07 feet; Thence North, and parallel to the East line of said SW/4, a distance of 68.06 feet; Thence South 61°49'30"East a distance of 68.07 feet to a point on the East line of said SW/4; Thence South, along said East line, a distance of 68.06 feet to the Point of Beginning. EXHIBIT B 1. Rights or claims of parties in possession, as tenants only with no right of purchase or first refusal. 2. Any and all interest in and to all of the water in, under or on the land and all rights pertaining thereto. 3. All interest in and to all oil, gas, coal, hydrocarbons and non-hydrocarbons, metallic and non-metallic ores and minerals, and other similar or dissimilar minerals in and under or that may be produced from the insured premises, and all rights, interest, and estates of whatever nature incident to or growing out of said minerals. 4. Ad Valorem taxes for 2021 and subsequent years not yet due and payable. 5. Terms, conditions, and provisions of Easement in favor of Oklahoma Gas and Electric Company, filed March 28, 1958 and recorded at Book 2229, Page 325. 6. Terms, conditions, and provisions of Grant of Roadway easement in favor of Wedgewood Village, Inc., filed February 1, 1972 and recorded at Book 4023, Page 525; Assignment of Easement in favor of Chimney Creek Development, filed October 11, 1978 and recorded at Book 4506, Page 458; and Assignment of Easement in favor of Bison Construction Corporation, filed December 11, 1981 and recorded at Book 4830, Page 1436. 7. Terms, conditions and provisions contained in Grant of Easements in favor of Donald W. Crocker, Carl M. Franklin, William S. Hughes, Joseph R. Jones and Kenneth L. Prefitzs, not individually but as trustees of Lincoln Mortgage Investors, filed February 27, 1975 and recorded at Book 4209, Page 804; and subject to Partial Release, filed February 17, 1977 and recorded at Book 4347, Page 610. 8. Terms, conditions, and provisions of Right of Way Agreement in favor of Oklahoma Natural Gas Company, filed February 22, 1977 and recorded at Book 4347, Page 1685. 9. Terms, conditions, and provisions of Right of Way Agreement in favor of Oklahoma Natural Gas Company, filed March 11, 1977 and recorded at Book 4352, Page 1161. 10. Terms, conditions, and provisions of Easement in favor of Oklahoma Gas and Electric Company, filed April 8, 1977 and recorded at Book 4359, Page 205. 11. Terms, conditions, and provisions of Easement in favor of Oklahoma Gas and Electric Company, filed March 9, 1978 and recorded at Book 4444, page 299. 12. Terms, conditions, and provisions of Roadway Easement in favor of Chimney Creek Development Company, filed September 5, 1978 and recorded at Book 4495, Page 975. 13. Terms, conditions, and provisions of Roadway Easement in favor of William F. Shdeed and Pamela H. Shdeed, filed September 4, 1979 and recorded at Book 4600, Page 1728. 14. Terms, conditions, and provisions of Right of Way Agreement in favor of Oklahoma Natural Gas Company recorded at Book 4622, Page 551. 15. Terms, conditions, and provisions of Easement in favor of the City of Oklahoma City, filed November 14, 1983 and recorded at Book 5088, Page 427. 16. Terms, conditions, and provisions of Affidavit of Contractual Agreements with Cox Communications, Inc. and Property Owners, filed February 4, 2004 and recorded at Book 9195, Page 1829. 17. Terms, conditions, and provisions of Grant of Easement and Memorandum of Agreement in favor of CoxCom, Inc. d/b/a Cox Communications Oklahoma City, filed October 31, 2008 and recorded at Book 10946, Page 224. 18. Terms, conditions and provisions of Grant of Easement and Memorandum of Agreement by and between LRC Wedgewood, LLC and CoxCom, LLC, a Delaware limited liability company d/b/a Cox Communications, dated April 28, 2017, filed December 28, 2017 and recorded in Book 13695, Page 242. 19. Terms, conditions, and provisions of Rules and Regulations pertaining to Airports within Oklahoma County, Oklahoma filed April 9, 1947 and recorded at Book 906, Page 391. 20. Terms, conditions, and provisions Airport Zoning Ordinance and Regulation, filed April 24, 1958 and recorded at Book 2237, Page 315 and 340. 21. Terms, conditions, and provisions of Airport Zoning Resolution No. 7-61 filed June 26, 1964 and recorded at Book 3065, Page 621. 22. Encroachment of buildings labeled 1, 2 and 3 into 10' OG&E Easement recorded in Book 2229 at page 325 located in southeast corner of Tract 1 as shown on survey prepared by Smith Roberts Baldischwiler, LLC and last dated July 6, 2021. 23. Encroachment of guard shack, brick wall and stockade fence over the south boundary line of Tract 1 as shown on survey prepared by Smith Roberts Baldischwiler, LLC and last dated July 6, 2021. 24. Encroachment of Concrete Dumpster areas over northwesterly boundary line of Tract 1 as shown on survey prepared by Smith Roberts Baldischwiler, LLC and last dated July 6, 2021. 25. Possible unrecorded pedestrian ingress and egress rights located in the north tip of Tract 1 as shown on survey prepared by Smith Roberts Baldischwiler, LLC and last dated July 6, 2021. 26. Encroachment of building labeled 1 into 50' roadway easement recorded in Book 4023 at Page 525 located in the southeast corner of Tract 1 as shown on survey prepared by Smith Roberts Baldischwiler, LLC and last dated July 6, 2021. 27. Matters shown on survey prepared by Smith Roberts Baldischwiler, LLC and last dated July 6, 2021. MECHANICS’ AND MATERIALMEN’S LIEN STATE OF OKLAHOMA ) ) ss. COUNTY OF TULSA ) KNOW ALL MEN BY THESE PRESENTS: that Rojo Construction Company, LLC (“Rojo”), whose mailing address is 11712 Teton Road in Oklahoma City, OK 73162, has a claim against Wedgewood Apartment Acquisition, LLC (“Wedgewood Apartment Acquisition”) and Vesta Realty, LLC (“Vesta”), whose offices are located at 6911 S. 66th E. Ave., Suite 100 in Tulsa, OK 74133 for the sum of $14,065.00, plus interest and attorneys’ fees as provided by Oklahoma law, due to it and that this claim is made for and on account of labor performed and material and equipment furnished (including, but not limited to roofing, gutter, and other construction work (and all labor, material and equipment related thereto), from July 2025 through August 28, 2025, and as set forth in the itemized statement of account attached hereto as Exhibit “A” and made a part of this lien statement: that on September 26, 2025, Rojo caused pre-lien notices to be served on: Wedgewood Apartment Acquisition, LLC, at c/o Vesta Realty, LLC, RSA, 6911 S. 66th E. Ave., Suite 100, Tulsa, OK 74133, and at 1422 East 71st, Suite J, Tulsa, OK 74136, and Vesta Realty, LLC, at 6911 S. 66th E. Ave., Suite 100, Tulsa, OK 74133 and 1422 East 71st, Suite J, Tulsa, OK 74136, as verified by the affidavit attached hereto as Exhibit “B” and made a part of this lien statement: that said labor was performed and said material and equipment were furnished, as directed by Wedgewood Apartment Acquisition and Vesta, upon property owned, on information and belief, by Wedgewood Apartment Acquisition, whose mailing address is c/o Vesta Realty, LLC, RSA, 6911 S. 66th E. Ave., Suite 100, Tulsa, OK 74133 and located at 4101 Northwest Expressway in Oklahoma City, OK 73116, for the project known as Wedgewood Village Apartments, and more specifically described as set forth on Exhibit “C” attached hereto. said tract being located in Oklahoma City, Oklahoma, and treated as a single parcel for the purpose of constructing the improvements described herein; that the sum is just, due and unpaid, and that Rojo claims a lien upon the improvements, buildings, and appurtenances and upon the premises on which the same are situated in the amount of $14,065.00, plus interest and attorneys’ fees, as above set forth, according to the laws of the State of Oklahoma. Dated this 13 day of October 2025. Rojo Construction Company, LLC By: Steven Rojo Steven Rojo, Manager STATE OF OKLAHOMA ) ) ss COUNTY OF TULSA ) ) Steven Rojo, Rojo Construction Company, LLC's owner, of lawful age and being first duly sworn upon oath, states that he has read the foregoing lien statement and knows its contents; that he is authorized to make this affidavit on behalf of Rojo Construction Company, LLC, that the name of the claimant, the name of the owner, the description of the property upon which Rojo Construction Company, LLC's lien is claimed, and the items of account set forth in Exhibit "A" are all just, true and correct to the best of his knowledge and belief. Rojo Construction Company, LLC By: Steven Rojo Steven Rojo, Manager SUBSCRIBED AND SWORN to before me, a Notary Public, on this 13 day of October, 2025. Kristina Merrell Notary Public My commission expires: 09-21-2027 My commission number: 23012791 Rojo Construction 117 SE 52nd Rd Ada, Oklahoma, OR 73116 rojoconstructioncompany.com +1 (405) 655-2336 Bill to Wedgewood Village Apartments 4101 Northwest Expressway Oklahoma City, OK 73116 Invoice details Invoice no.: 1501 Terms: Net 30 Invoice date: 07/24/2025 Due date: 08/23/2025 # Description Amount 1 Unit. Building 34 - Unit 4506 $2,200.00 Description of Work. Interior ceiling repairs due to previous leak damage. No active leak at time of inspection. Scope of work included removal and replacement of the damaged ceiling section, application of new texture, and repainting to match existing finish. Total (Labor & Materials): $2,200 <table> <tr><th>Total</th><td>$2,200.00</td></tr> <tr><th>Ove-Due</th><td>08/23/2025</td></tr> </table> View and pay Rojo Construction PO Box 748 Norman, OK 73152 Bill to Wedgewood Village Apartments 4101 Northwest Expressway Oklahoma City, OK 73116 Invoice details Invoice no.: 1503 Terms: Net 30 Invoice date: 07/30/2025 Due date: 08/29/2025 # Description 1. Description of Work Completed - Wedgewood Village Units: 4503 and 24 Building 42 - Unit 24 Completed roof section replacement due to multiple failed repair attempts. Removed existing singles, inspected decking (no plywood replacement needed), and sealed air pipe flashings and siding penetration. Total (Labor & Materials): $4,300 Building 33 - Unit 4503 Replaced entire roof section as outlined in photos. Sealed rain gutters, over flashings, and air vents interior. Removed and replaced damaged drywall, then retextured and painted affected areas. Total (Labor & Materials): $6,900 Additional Charge: One turbo-vent and seven pipe boot flashings were replaced Additional Cost: $365 Total $11,265.00 Rojo Construction 11722 Broom Rd Oklahoma City, OK 73162 Bill to Wedgewood Village Apartments 4101 Northwest Expressway Oklahoma City, OK 73116 Invoice details Invoice no.: 1518 Terms: Net 30 Invoice date: 08/28/2025 Due date: 09/27/2025 # Description Amount 1 Scope of Work: Sealed and placed tarps on VC25 and SC15 Includes labor and materials Total Due: $600.00 Total $600.00 EXHIBIT "B" PRE-LIEN NOTICE AFFIDAVIT STATE OF OKLAHOMA ) Ct ss. COUNTY OF TULSA ) The undersigned, Steve Rojo, Rojo Construction Company, LLC's manager, of lawful age, and being first duly sworn upon oath, states as follows: 1. I, Steve Rojo, Rojo Construction Company, LLC's manager, have personal knowledge of the matters set forth herein and am authorized on behalf of Rojo Construction Company, LLC., whose mailing address is 11712 Teton Road in Oklahoma City, OK 73162, to make this affidavit. 2. On September 26, 2025, Rojo Construction Company, LLC caused pre-lien notices to be sent, via certified mail, return receipts requested, to: Wedgewood Apartment Acquisition, LLC, at c/o Vesta Realty, LLC, RSA. 6914 S. 66th E. Ave., Suite 100, Tulsa, OK 74133 and at 1422 East 71st, Suite J, Tulsa, OK 74136, and Vesta Realty, LLC ("Vesta"), at 6914 S. 66th E. Ave., Suite 100, Tulsa, OK 74133 and 1422 East 71st, Suite J, Tulsa, OK 74136 (copies of which are all attached and incorporated herein). FURTHER AFFIANT SAITH NOT. DATED this 13 day of October, 2025. Rojo Construction Company, LLC By: Steven Rojo Steven Rojo, Manager STATE OF OKLAHOMA ) Ct ss. COUNTY OF TULSA ) SUBSCRIBED AND SWORN to before me, a Notary Public, on this 13 day of October, 2025. [Signature] Kristina Merrell Notary Public My commission expires: 09-21-2027 ROJO CONSTRUCTION COMPANY 11712 Teton Road Oklahoma City, OK 73162 Ph.: 405-659-2396 To: VIA CERTIFIED MAIL – RETURN RECEIPT REQUESTED Wedgewood Apartment Acquisition. LLC c/o Vesta Realty. LLC, RSA 6911 S. 66th E. Ave., Suite 100 Tulsa, OK 74133 VIA CERTIFIED MAIL – RETURN RECEIPT REQUESTED Vesta Realty. LLC 6911 S. 66th E. Ave, Suite 100 Tulsa, OK 74133 VIA CERTIFIED MAIL – RETURN RECEIPT REQUESTED Wedgewood Apartment Acquisition. LLC 1422 East 71st, Suite J Tulsa, OK 74136 VIA CERTIFIED MAIL – RETURN RECEIPT REQUESTED Vesta Realty. LLC 1422 East 71st, Suite J Tulsa, OK 74136 Re: Prelien Notice Wedgewood Village Apartments 4101 Northwest Expressway Oklahoma City, OK 73116 To Whom It May Concern: Pursuant to 42 O.S. 2021. § 142.6, this letter serves as a prelien notice, sent to protect the rights of Rojo Construction Company ("Rojo"). to file, perfect and enforce a mechanic's and materialmen's lien on account of Rojo having furnished labor, material and equipment, as detailed herein, during the course of the Wedgewood Village Apartments, construction project located 4101 Northwest Expressway, Oklahoma City, OK 73116 (the "Project"). This could result in the loss, through foreclosure proceedings, of all or part of the subject property improved. Rojo's mailing address is 11712 Teton Road, Oklahoma City, OK 73162, telephone number: 405-659-2396. On or about July 2025 through August 28, 2025, Rojo furnished labor, material and equipment, to-wit: roofing, gutter, and other construction work (and all labor, material and equipment related thereto)(collectively “Work”), supplied and incorporated into the Project, as directed by Marc Kulick, authorized representative of Wedgewood Apartment Acquisition, LLC and Vesta Realty, LLC located at 6911 S. 66th E. Ave., Suite 100, Tulsa, OK 74133. To date, Rojo is still owed $14,065.00 for the Work it performed on the Project. On information and belief, Wedgewood Apartment Acquisition, LLC1 are the owners of the Project on which Rojo furnished said labor, material, and equipment. If you have questions about this prelien notice, please notify me, in writing, as soon as possible. Dated: September 24, 2025 Rojo Construction Company By: Steven Rojo Steven Rojo 1 Under Oklahoma law, you are required to provide every lien claimant, here, Rojo, with the name and last-known address of the owner(s) of the subject property within five (5) days upon request. See 42 O.S. 2021, § 1-2-6(8)(6). In the event that the name and/or address of the owner or anyone else who may claim some right, title or interest in the subject property differs from those set forth in this prelien notice, you are hereby requested to notify the undersigned of the correct names and addresses of all such persons, in writing, no later than five (5) days from the date of this prelien notice. EXHIBIT "C" LEGAL DESCRIPTION TRACT I A part of the Southwest Quarter (SW/4) of Section TWO (2), Township TWELVE (12) North, Range FOUR (4) West of the Indian Meridian, Oklahoma County, Oklahoma, more particularly described as follows: Beginning at the Northeast Comer of the SW/4 of said Section 2; Thence due South, along the East line of said SW/4, a distance of 1634.66 feet; Thence due West a distance of 584.00 feet; Thence due North a distance of 305.16 feet; Thence North 56°17'45" West a distance of 365.31 feet to a point on the East property line of Lake Hefner Reservation; Thence North 38°14'17" East, along the East line of said Lake Hefner Reservation, a distance of 1434.58 feet to the Point of Beginning. TRACT2 Non-exclusive roadway easement dated January 31, 1975, recorded in Book 4209, Page 804 of the records of Oklahoma County, Oklahoma, which covers the following described property: A part of the Southwest Quarter (SW/4) of Section TWO (2), Township TWELVE (12) North, Range FOUR (4) West of the Indian Meridian, Oklahoma County, Oklahoma, more particularly described as follows: Commencing at the Northeast Comer of said SW/4 of Said Section 2; Thence due South, along the East line of said SW/4, a distance of 1634.66 feet to the Point of Beginning; Thence due West 584.00 feet; Thence due South 25 feet; Thence due East 584 feet; Thence due North 25 feet to the Point of Beginning. TRACT3 Non-exclusive roadway easement dated January 31, 1975, recorded in Book 4209, Page 804 of the records of Oklahoma County, Oklahoma, which covers the following described property: A part of the Southwest Quarter (SW/4) of Section TWO (2), Township TWELVE (12) North, Range FOUR (4) West of the Indian Meridian, Oklahoma County, Oklahoma, more particularly described as follows: Commencing at the Northeast Comer of the SW/4 of said Section 2; Thence due South, along the East line of said SW/4, a distance of 1659.66 feet to the Point of Beginning; Thence due West 60.0 feet; Thence due South 503.59 feet to the North right-of-way line of the Northwest Highway; Thence South 61°49'30" East, along said right-of-way, 68.07 feet to a point on the East line of said SW/4; Thence due North, and parallel to said East line, 535.73 feet to the Point of Beginning. LESS AND EXCEPT THE FOLLOWING TRACT A STRIP, PIECE OR PARCEL OF LAND LYING IN PART OF THE Southwest Quarter (SW/4) of Section TWO (2), Township TWELVE (12) North, Range FOUR (4) West of the Indian Meridian, Oklahoma County, Oklahoma, said parcel of land being described by metes and bounds as follow: Beginning at a point where the present North right-of-way line of U.S. Highway No. 270 intersects the East line of said SW/4 a distance of 455.08 feet North of the Southeast Comer of said SW/4; Thence North 61°49'30" West, along the present North right-of-way line, a distance of 68.07 feet; Thence North, and parallel to the East line of said SW/4, a distance of 68.06 feet; Thence South 61°49'30"EAST a distance of 68.07 feet to a point on the East line of said SW/4; Thence South, along said East line, a distance of 68.06 feet to the Point of Beginning.