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Full title: Motion for 2004 Examination Motion of the Liquidation Trust for Entry of an Order Directing Winslow Carter Strong to (I) Sit for a Rule 2004 Examination and (II) Produce Documents in Response to a Rule 2004 Subpoena Filed by Cred Inc. Liquidation Trust. Hearing scheduled for 8/26/2021 at 03:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 8/19/2021. (Attachments: # 1 Notice # 2 Exhibit A # 3 Exhibit B # 4 Exhibit C # 5 Exhibit D # 6 Exhibit E # 7 Exhibit F) (Hurst, David) (Entered: 08/11/2021)

Document posted on Aug 10, 2021 in the bankruptcy, 8 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Cred Inc. Liquidation Trust (the “Trust”) established in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) of Cred Inc. (“Cred”) and its affiliated debtors (collectively, the “Debtors”) hereby moves (the “Motion”) pursuant to section 105(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2004 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2004-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”) for entry of an order, substantially in the form attached hereto as Exhibit A, directing Winslow Carter Strong to (i) sit for a Bankruptcy Rule 2004 examination and (ii) produce documents in response to the Rule 2004 Requests (as defined herein).In addition, the Trust believes that Mr. Strong may be in possession of documentsand information that would assist the Trust with its investigation of claims against other third parties given Mr. Strong’s role in referring customers to Cred.On August 7, 2021, the Trust sent one final request to Mr. Strong’s counsel byemail, attached hereto as Exhibit E, asking them to confirm that Mr. Strong would produce documents and sit for a deposition, as they had previously agreed to do.By this Motion, the Trust requests entry of an order pursuant to Bankruptcy Rule2004, in the form attached hereto as Exhibit A, directing Mr. Strong to (i) produce documents in response to the Rule 2004 Requests; and to (ii) sit for a deposition pursuant to Bankruptcy Rule 2004.[Remainder of Page Intentionally Left Blank] WHEREFORE, the Trust requests entry of an order in the form attached hereto as Exhibit A, directing Mr. Strong to (i) produce documents in response to the Rule 2004 Requests; and (ii) sit for a deposition pursuant to Bankruptcy Rule 2004.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) CRED INC., et al., ) Case No. 20-12836 (JTD) ) Debtors.1 ) (Jointly Administered) ) ) Obj. Deadline: 8/19/21 at 4:00 p.m. (ET) Hrg. Date: 8/26/21 at 3:00 p.m. (ET) ) MOTION OF THE LIQUIDATION TRUST FOR ENTRY OF AN ORDER DIRECTING WINSLOW CARTER STRONG TO (I) SIT FOR A RULE 2004 EXAMINATION AND (II) PRODUCE DOCUMENTS IN RESPONSE TO A RULE 2004 SUBPOENA The Cred Inc. Liquidation Trust (the “Trust”) established in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) of Cred Inc. (“Cred”) and its affiliated debtors (collectively, the “Debtors”) hereby moves (the “Motion”) pursuant to section 105(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2004 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2004-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”) for entry of an order, substantially in the form attached hereto as Exhibit A, directing Winslow Carter Strong to (i) sit for a Bankruptcy Rule 2004 examination and (ii) produce documents in response to the Rule 2004 Requests (as defined herein). In support of this Motion, the Trust respectfully represents as follows: 1 The Debtors in these chapter 11 cases, together with the last four digits of each Debtor’s federal tax identification number, are as follows: Cred Inc. (8268), Cred (US) LLC (5799), Cred Capital, Inc. (4064), Cred Merchant Solutions LLC (3150), Cred (Puerto Rico) LLC (3566). The Debtors’ mailing address is 3 East Third Avenue, San Mateo, California 94401.

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JURISDICTION AND VENUE 1. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and1334, and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). In accordance with Local Rule 9013-1(f), the Trust confirms its consent to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments in connection herewith consistent with Article III of the United States Constitution. 2. Venue in this Court is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory predicates for the relief sought herein are Bankruptcy Code section105(a), Bankruptcy Rule 2004, and Local Rule 2004-1. BACKGROUND B. General Background. 4. On November 7, 2020 (the “Petition Date”), the Debtors commenced the Chapter11 Cases by filing petitions for relief under chapter 11 of the Bankruptcy Code. 5. On March 11, 2021, the Court entered an order [Docket No. 629] confirming theModified First Amended Combined Plan of Liquidation and Disclosure Statement of Cred Inc. and Its Subsidiaries Under Chapter 11 of the Bankruptcy Code [Docket No. 629-1] (as amended, the “Plan”).2 The Plan became effective on April 19, 2021 (the “Effective Date”). See Docket No. 730. On the Effective Date, the Trust was established and the Debtors’ assets were transferred and assigned to the Trust. See Plan, § 12.3. The Trust is being administered by the Liquidation Trustees (as defined in the Plan). See Plan, § 12.3(a). 2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.

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C. Relationship of the Parties 6. Cred and Mr. Strong are parties to that certain Consulting Agreement, datedFebruary 11, 2020 (the “Consulting Agreement”), pursuant to which Mr. Strong agreed to provide certain consulting services to Cred, including proposing new customers for Cred’s product offerings. Pursuant to the Consulting Agreement, Mr. Strong was entitled to receive a commission for each Potential Customer (as defined in the Consulting Agreement) he proposed and Cred accepted. A copy of the Consulting Agreement is attached hereto as Exhibit B. 7. Cred and Mr. Strong are also parties to that certain Transfer Certificate andTerms, dated July 1, 2020 (the “Bond Purchase Agreement”), pursuant to which Cred voluntarily purchased that certain Bond # 2 Series 2020-1 Tranche 1 from Mr. Strong in exchange for a transfer of 516.39344262 BTC3 from Cred to Mr. Strong. Cred executed such transfer to Mr. Strong on the same date (the “Suspect Transfer”). A copy of the Bond Purchase Agreement is attached hereto as Exhibit C. 8. The Trust is currently investigating the Suspect Transfer, the propriety of certainconsulting fees paid or owed to Mr. Strong under the Consulting Agreement, and the extent of Mr. Strong’s involvement with the Debtors’ business practices that ultimately led to the Debtors’ collapse and these Chapter 11 Cases. 9. In addition, the Trust believes that Mr. Strong may be in possession of documentsand information that would assist the Trust with its investigation of claims against other third parties given Mr. Strong’s role in referring customers to Cred. 3 As of the August 9, 2021, this is equal to approximately $23.8 million.

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D. The Trust’s Prior Attempts to Pursue a 2004 Examination of Mr. Strong10. On June 18, 2021, the Trust issued a Rule 2004 subpoena to Mr. Strong, attachedhereto as Exhibit D, requesting that Mr. Strong produce certain documents and sit for a deposition (the “Rule 2004 Requests”). Pursuant to the Rule 2004 Requests, Mr. Strong was directed to produce documents by July 1, 2021, and sit for a deposition on July 19, 2021. 11. The Trust communicated with counsel to Mr. Strong via email and conducted aninitial meet and confer phone call on June 25, 2021 to discuss the Rule 2004 Requests. Mr. Strong’s counsel raised issues with certain specific requests. Mr. Strong’s counsel agreed to comply with the Rule 2004 Requests if the Trust agreed to limit the scope of certain specific requests. 12. On July 21, 2021, counsel to Mr. Strong and counsel to the Trust engaged in asubsequent meet and confer phone conference. During this phone call, Mr. Strong’s counsel agreed that Mr. Strong would comply with the Rule 2004 Requests and the parties agreed on the scope of production. Specifically, the Trust agreed to limit the scope of production as requested by Mr. Strong’s counsel during the June 25, 2021 meet and confer phone conference and Mr. Strong’s counsel agreed to comply voluntarily pursuant to Del. Bankr. L.R. 2004-1(c).4 On that same date, the Trust delivered a written letter to Mr. Strong’s counsel, in which the Trust offered to settle all potential claims against Mr. Strong in exchange for certain consideration from Mr. Strong. Although unnecessary, the settlement letter made clear that the Trust’s investigation of claims related to Mr. Strong was continuing (including through the Rule 2004 Requests). 4 Contingent upon Mr. Strong’s agreement to comply voluntarily under Del. Bankr. L.R. 2004-1(c), the Trust agreed to forego seeking discovery on requests 10, 12, 13, 14, and 15. Since Mr. Strong is no longer agreeing to comply voluntarily, the Trust seeks discovery on all requests contained in the Rule 2004 Requests.

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13. As of the date hereof, Mr. Strong has not produced any documents or agreed to sitfor a deposition. Mr. Strong did not respond to the Trust’s settlement offer. 14. On August 7, 2021, the Trust sent one final request to Mr. Strong’s counsel byemail, attached hereto as Exhibit E, asking them to confirm that Mr. Strong would produce documents and sit for a deposition, as they had previously agreed to do. The Trust requested that Mr. Strong produce the requested documents by no later than August 13, 2021, and that Mr. Strong’s counsel confirm by email no later than August 9, 2021. As of the date hereof, no such confirmation has been forthcoming from Mr. Strong’s counsel. Accordingly, the Trust has no choice but to file this Motion to compel Mr. Strong’s compliance with the Rule 2004 Requests. RELIEF REQUESTED 15. By this Motion, the Trust requests entry of an order pursuant to Bankruptcy Rule2004, in the form attached hereto as Exhibit A, directing Mr. Strong to (i) produce documents in response to the Rule 2004 Requests; and to (ii) sit for a deposition pursuant to Bankruptcy Rule 2004. BASIS FOR RELIEF REQUESTED 16. Under Bankruptcy Code section 105(a), the Court maintains broad equitablepowers to fashion an order or decree in aid of the enhancement of the value of the Debtors’ estates for the benefit of all stakeholders. See 11 U.S.C. § 105(a). “On motion of any party in interest, the court may order the examination of any entity” and “the production of documents . . . may be compelled as provided in Rule 9016.” Fed. R. Bankr. P. 2004. 17. “A Rule 2004 examination may be used to cover a wide range of subjects relatingto the acts, conduct, or property or to the liabilities and financial condition of the debtor, or to any matter which may affect the administration of the debtor’s estate.” Simon v. FIA Card

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Servs., N.A., 732 F.3d 259, 278 (3d Cir. 2013) (internal citations omitted). Discovery under Bankruptcy Rule 2004 includes, inter alia, any matter that may relate to the property and assets of the estate; the financial condition of the debtor; and any matter that may affect the administration of a debtor’s estate. See Fed. R. Bankr. P. 2004(b); see also In re Teleglobe Commc’ns Corp., 493 F.3d 345, 354 n.6 (3d Cir. 2007) (Bankruptcy Rule 2004 “allows parties with an interest in the bankruptcy estate to conduct discovery into matters affecting the estate.”); In re Wash. Mut., Inc., 408 B.R. 45, 50 (Bankr. D. Del. 2010) (“[t]he purpose of the examination is to enable the trustee to discover the nature and extent of the bankruptcy estate.”). 18. In these Chapter 11 Cases, a Bankruptcy Rule 2004 examination is appropriateand necessary. The Trust is actively investigating potential claims against Mr. Strong and third parties, and believes that Mr. Strong is in possession of key documents and information that will allow the Trust to substantiate and pursue such claims. 19. The Rule 2004 Requests are narrowly tailored and are appropriate in scope. TheTrust’s inquiry falls squarely within the permissible scope of discovery under Bankruptcy Rule 2004 and should be authorized. 20. For the avoidance of doubt, the Trust has not yet commenced any litigationagainst Mr. Strong, and thus Rule 2004 is the appropriate (and only) vehicle for discovery at this stage. See In re Wash. Mut., Inc., 408 B.R. 45, 53 (Bankr. D. Del. 2009) (“The ‘pending proceeding’ rule is predicated on there actually being a pending action involving the two parties.”); In re Millenium Lab Holdings II, LLC, 562 B.R. 614, 629 (Bankr. D. Del. 2016) (citing and following Wash. Mut.). 21. The Trust reserves the right to seek a further order of the Court in the event thatthe Trust subsequently determines that additional information is required.

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LOCAL RULE 2004-1 CERTIFICATION 22. Attached hereto as Exhibit F is the Trust’s certification of compliance with Del. Bankr. L.R. 2004-1(b). NOTICE 23. Notice of the Motion has been provided to (i) Mr. Strong, (ii) counsel to Mr. Strong, and (iii) parties that have requested notice pursuant to Local Rule 2002-1(b). In light of the nature of the relief requested herein, the Trust submits that no other or further notice is required. [Remainder of Page Intentionally Left Blank]

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WHEREFORE, the Trust requests entry of an order in the form attached hereto as Exhibit A, directing Mr. Strong to (i) produce documents in response to the Rule 2004 Requests; and (ii) sit for a deposition pursuant to Bankruptcy Rule 2004. Dated: Wilmington, Delaware August 11, 2021 MCDERMOTT WILL & EMERY LLP /s/ David R. Hurst David R. Hurst (I.D. No. 3743) 1007 North Orange Street, 10th Floor Wilmington, DE 19801 Telephone: (302) 485-3900 Facsimile: (302) 351-8711 -and - Darren Azman (admitted pro hac vice) Joseph B. Evans (admitted pro hac vice) 1 Vanderbilt Avenue New York, NY 10017 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 Counsel to the Cred Inc. Liquidation Trust

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