Rackwise, Inc. v. Archbold

Filing 154

FINAL JUDGMENT signed by Senior Judge William B. Shubb on 5/28/2019. CASE CLOSED. (Donati, J)

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Ognian Gavrilov, SBN 258583
H. Vincent McLaughlin, SBN 106071
GAVRILOV & BROOKS
2315 Capitol Avenue
Sacramento, CA 95816
Telephone:
[phone]
Facsimile:
[phone]
Email:
[e-mail]
Attorneys for Plaintiff
Rackwise, Inc.

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IN THE UNITED STATES DISTRICT COURT

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FOR THE EASTERN DISTRICT OF CALIFORNIA

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RACKWISE, INC., a Nevada corporation,

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CASE NO. 2:17-cv-00797-WBS-CKD

Plaintiff,
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v.

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GUY ARCHBOLD, an individual,

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Defendant.

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The Court has ORDERED, ADJUDGED and DECREED that Final Judgment is hereby

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entered in favor of Rackwise, Inc. and against Defendant Guy Archbold with respect to the

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following findings of fact:

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1.

On March 22, 2017, Rackwise Funding II, LLC validly exercised its warrants

and purchased 1,448,400 shares of Rackwise common stock.
2.

On March 22, 2017, Triple R-F, LLC validly exercised its warrants and

purchased 9,638,740 shares of Rackwise common stock.
3.

On March 23, 2017, Rackwise shareholders Rackwise Funding, LLC, Rackwise

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Funding II, LLC, Black Diamond Financial Group, LLC, Black Diamond Holdings, LLC, and

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Triple R-F, LLC, acting by written consent in accordance with § 3.3 of the Rackwise Bylaws,

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ratified and approved the removal of Guy Archbold and Sherman Henderson as directors of

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Rackwise effective February 3, 2017, and ratified and approved the appointment of Patrick
Imeson and Bart Richert as directors of Rackwise effective February 3, 2017.
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4.

On March 23, 2017,

Rackwise shareholders Rackwise Funding, LLC,

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Rackwise Funding II, LLC, Black Diamond Financial Group, LLC, Black Diamond Holdings,

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LLC, and Triple R-F, LLC, acting by written consent in accordance with § 3.3 of the Rackwise

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Bylaws, ratified and approved the termination of Guy Archbold as an officer and employee of

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Rackwise effective February 3, 2017, and ratified and approved the appointment of Patrick

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Imeson as chief restructuring officer for Rackwise effective February 3, 2017.

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5.

No later than March 23, 2017, Defendant Archbold ceased to have any legal

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authority to hold himself out as an officer, director, or employee of Rackwise, Inc., or to act on

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behalf of Rackwise, Inc.

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6.

The Rackwise Board, in acting to terminate defendant Archbold as an officer,

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director, and employee of Rackwise effective February 3, 2017, and as ratified by the

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Rackwise shareholders, had just cause.

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IT IS THE JUDGMENT OF THE COURT that defendant Guy Archbald, his agents,
and any party acting in concert with him or his agents are hereby permanently enjoined from:
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accessing or logging into, or attempting to access or log into, Rackwise, Inc.’s

account in the U.S. SEC’s online EDGAR filing system;
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representing himself to anyone as being an officer, director, or employee of, or

otherwise affiliated with Rackwise, Inc.; and

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3.

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AND IT IS HEREBY ORDERED, ADJUDGED and DECREED that each party shall

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acting, attempting to act, or purporting to act on behalf of Rackwise, Inc.

bear its own costs and attorneys’ fees incurred in this action.

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IT IS FURTHER ORDERED, ADJUDGED and DECREED that this Court shall retain

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jurisdiction over any matter pertaining to this Final Judgment, including enforcing the terms of

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this Final Judgment.

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AND IT IS FURTHER ORDERED, ADJUDGED and DECREED that this case is

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DISMISSED, and the Clerk of the Court is ordered to enter this Final Judgment forthwith and

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without further notice. This is a final appealable order.

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Dated: May 28, 2019

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