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Full title: Motion to Approve Compromise Under Rule 9019 Emergency Motion For Order: (1) Approving Compromise With Frantz Law Group, APLC Pursuant To Federal Rule Of Bankruptcy Procedure 9019; (2) Authorizing The Assignment Of The Estate's Interests In The Southern California Gas Leak Litigation Free And Clear Of Liens, Claims And Interests Pursuant To 11 U.S.C. § 363; And (3) Authorizing Rejection Of The Assumption And Lien Agreement Between The Debtor And Abir Cohen Treyzon Salo LLP Pursuant To 11 U.S.C. § 365 Memorandum Of Points And Authorities; Declaration Of Elissa D. Miller In Support With Proof of Service Filed by Trustee Elissa Miller (TR) (Ekvall, Lei Lei) (Entered: 01/25/2021)

Document posted on Jan 24, 2021 in the bankruptcy, 53 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

As noted 6 above, if the Settlement Agreement is not approved, there will likely be lengthy litigation 7 between the Debtor and Frantz concerning the Debtor's rights to fees in the Southern 8 California Gas Leak Litigation. The Settlement Agreement is the product of my arms-length negotiations T 18 with Frantz and will allow the Estate to transfer its pending cases to Frantz, while still 19 allowing the Estate to collect 45% of the recovered attorneys' fees from the Southern 20 California Gas Leak Litigation less 50% of costs.Relief is necessary on an expedited basis because ACTS, in violation of th5 ethical rules governing California attorneys, has recently sent unsolicited emails 6 containing a number of misrepresentations to the Debtor's and Frantz's joint clients in th7 Southern California Gas Leak Litigation seeking to convert the clients to its own, despite 8 knowing that the clients are currently represented by both the Debtor and Frantz. WHEREAS, prior to December 18, 2020 (“Petition Date”), the Debtor and Frantz jointly represented 8,202 victims asserting claims arising out of the 2015 blowout and subsequent months-long gas leak in Porter Ranch, California (“Southern California Gas Leak Litigation”), pursuant to agreements including (i) the Porter Ranch Agreement Frantz Law Group, APLC & Girardi Keese, and (ii) the Attorney-Client Addendum (“Joint Representation Agreements”); WHEREAS, Frantz asserts that prior to the Petition Date, the Debtor breached obligations owed to Frantz, is liable to Frantz for costs Frantz advanced on behalf of the Debtor, and is not capable of continuing to perform as co-counsel pursuant to the Joint Representation Agreements; WHEREAS, the Trustee asserts that under the Joint Representation Agreements, the Estate is entitled to 50% of all fees from the Southern California Gas Leak Litigation; WHEREAS, an involuntary chapter 7 bankruptcy petition was filed against the Debtor on the Petition Date, commencing the Bankruptcy Case [Docket No. 1]; WHEREAS, on December 30, 2020, Frantz filed a motion for relief from the automatic stay (“Stay Relief Motion”) seeking certain relief relating to the Southern California Gas Leak Litigation representations [Docket No. 30];

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Document Contents

1 SMILEY WANG-EKVALL, LLP Lei Lei Wang Ekvall, State Bar No. 163047 2 lekvall@swelawfirm.com Philip E. Strok, State Bar No. 169296 3 pstrok@swelawfirm.com Timothy W. Evanston, State Bar No. 319342 4 tevanston@swelawfirm.com 3200 Park Center Drive, Suite 250 5 Costa Mesa, California 92626 Telephone: 714 445-1000 6 Facsimile: 714 445-1002 7 Proposed Attorneys for Elissa D. Miller, Chapter 7 Trustee 8 UNITED STATES BANKRUPTCY COURT 9 CENTRAL DISTRICT OF CALIFORNIA 10 LOS ANGELES DIVISION 11 2 In re Case No. 2:20-bk-21022-BR 0 0 92626 4 445-1 1123 G IRARDI KEESE, C hapter 7 ornia ax 71 Debtor. EMERGENCY MOTION FOR ORDER: a, Calif00 • F 14 (1) APPROVING COMPROMISE WITH s0 15 FRANTZ LAW GROUP, APLC e1 M5- PURSUANT TO FEDERAL RULE OF a 4 ost4 4 16 BANKRUPTCY PROCEDURE 9019; C71 el 17 (2) AUTHORIZING THE ASSIGNMENT T OF THE ESTATE'S INTERESTS IN THE 18 SOUTHERN CALIFORNIA GAS LEAK LITIGATION FREE AND CLEAR OF 19 LIENS, CLAIMS AND INTERESTS PURSUANT TO 11 U.S.C. § 363; AND 20 (3) AUTHORIZING REJECTION OF THE 21 ASSUMPTION AND LIEN AGREEMENT BETWEEN THE DEBTOR AND ABIR 22 COHEN TREYZON SALO LLP PURSUANT TO 11 U.S.C. § 365 23 MEMORANDUM OF POINTS AND 24 AUTHORITIES; DECLARATION OF ELISSA D. MILLER IN SUPPORT 25 26 Date: To be set Time: To be set 27 Ctrm.: 1668 via ZoomGov 255 E. Temple Street

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1 Web Address: https://cacb.zoomgov.com  2 Meeting ID: To be set Password: To be set 3 Telephone: To be set 4 5 6 / / / 7 / / / 8 / / / 9 / / / 10 / / / 11 / / / 2 0 0 92626 4 445-1 1123 // // // ornia ax 71 a, Calif00 • F 14 / / / s0 15 / / / e1 M5- a 4 ost4 4 16 / / / C1 7 el 17 / / / T 18 / / / 19 / / / 20 / / / 21 / / / 22 / / / 23 / / / 24 / / / 25 / / / 26 / / / 27 / / /

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1 TABLE OF CONTENTS 2 3 Pag 4 I.  INTRODUCTION .................................................................................................... 5 II.  BACKGROUND ...................................................................................................... 6 A.  The Debtor's Bankruptcy Case ..................................................................... 7 B.  The Debtor's Pending Cases ........................................................................ 8 C.  The Purported Pre-Petition Agreement with Abir Cohen Treyzon 9 Salo LLP ....................................................................................................... 10 D.  The Settlement Agreement with Frantz ........................................................ 11 III.  MEMORANDUM OF POINTS AND AUTHORITIES ............................................... 2 0 0 92626 4 445-1 1123 A.  TGhroeu Cpo, uArPt LCCa n.. .A...p..p..r.o..v..e.. .t.h..e.. .S..e..t.t.l.e..m...e..n..t. .A..g..r.e..e..m...e..n..t. .w...it.h.. .F...r.a..n..t.z.. .L..a..w.. ........... ornia ax 71 B.  The Settlement Agreement is Fair and Reasonable ..................................... a, Calif00 • F 14 1.  The Probability of Success is Uncertain and the Issues are es10 15 Complex ............................................................................................ M5- a 4 ost4 4 16 2.  There Will Be Delay If Resolution is Through Litigation ................... 1C1 7 el 17 T 3.  The Settlement Agreement is Reasonable and In the Best Interest of Creditors ......................................................................... 118 4.  The Settlement Agreement is in the Best Interest of the 19 Debtor's Clients ............................................................................... 120 C.  The Court Can Authorize the Assignment Under 11 U.S.C. § 363(b) ........ 121 D.  The Court May Authorize the Assignment of the Estate's Interests in Free and Clear of Any Liens and Interests Under 11 U.S.C. § 363(f) ........ 122 E.  Waiver of 14-Day Stay Set Forth in FRBP 6004(h) is Appropriate ............. 123 F.  The Trustee Should Be Authorized to Reject Any Agreements with 24 ACTS .......................................................................................................... 125 IV.  EMERGENCY RELIEF IS WARRANTED AND APPROPRIATE .......................... 126 V.  CONCLUSION ...................................................................................................... 1 27

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1 TABLE OF AUTHORITIES 2 Pag 3 4 CASES  5 Agarwal v. Pomona Valley Med. Group (In re Pomona Valley Med. Group), 476 F.3d 665 (9th Cir. 2007). ....................................................................................... 1 6 Clear Channel Outdoor, Inc. v. Knupfer (In re PW, LLC), 391 B.R. 25 (B.A.P. 9th 7 Cir. 2008). ............................................................................................................. 1 8 Diamond Tr. of Estate of Howrey LLP v. Hogan Lovells US LLP (In re Howrey LLP), 950 F.3d 1200 (9th Cir. 2020). ...................................................................... 9 GBL Holding Co., Inc. v. Blackburn/Travis/Cole, Ltd., 331 B.R. 251 (N.D. Tex. 10 2005) ..................................................................................................................... 111 Heller Ehrman LLP v. Davis Wright Tremaine LLP, 4 Cal. 5th 467 (2018). ....................... 2 0 0 ornia 92626 ax 714 445-1 1123 IInn rree 2A4 &0 CN oPrtrho pBerratineds ,P 7a8r4tn Fer.2s,d L 1td3.7, 72 0(90t hB C.Rir.. 615938 6(B) ...A....P.... .9..t.h.. .C...i.r... .1..9..9..6..). ............................................ .1. a, Calif00 • F 14 In re America West Airlines, 166 B.R. 908 (Bankr. D. Ariz.1994) ................................... 1es10 15 In re America West Airlines, Inc., 214 B.R. 382 (Bankr. D. Ariz. 1997). ............................. M5- a 4 ost4 4 16 In re Ernst Home Center, Inc., 209 B.R. 974 (Bankr. W.D. Wash. 1997). ........................ 1C1 7 Tel 17 In re Hermitage Inn, Inc., 66 B.R. 71 (Bankr. D. Colo. 1986) ............................................. 18 In re Lahijiani, 325 B.R. 282 (B.A.P. 9th Cir. 2005) ......................................................... 119 In re Lionel Corp., 722 F.2d 1063 (2d Cir. 1983) ............................................................. 120 In re MF Global, Inc., 535 B.R. 596 (Bankr. S.D.N.Y. 2015) ............................................ 121 In re Mickey Thompson Entertainment Group, Inc., 292 B.R. 415 (B.A.P. 9th Cir. 2003) ....................................................................................................................... 22 In re Psychrometric Systems, Inc., 367 B.R. 670 (Bankr. D. Colo. 2007). ....................... 123 In re Schmitt, 215 B.R. 417 (B.A.P. 9th Cir. 1997) ............................................................. 24 In re World Health Alternatives, Inc., 344 B.R. 291 (Bankr. D. Del. 2006). ........................ 25 Lubrizol Enter. v. Richmond Metal Finishers, 756 F. 2d 1043 (4th Cir. 1985). ................. 126 NLRB v. Bildisco & Bildisco, 465 U.S. 513 (1984). .......................................................... 127 Unsecured Creditors' Comm. of Robert L. Helms Constr. & Dev. Co., v. Southmark

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1 STATUTES  2 11 U.S.C. § 303(g) ............................................................................................................. 3 11 U.S.C. § 362 ................................................................................................................. 4 11 U.S.C. § 363 ....................................................................................................... passi5 11 U.S.C. § 365 ..................................................................................................... 1, 17, 2 6 California Commercial Code § 9610 .......................................................................... 15, 1 7 California Commercial Code § 9615 .......................................................................... 15, 1 8 FRBP 6004(h) .................................................................................................................. 19 10 11 2 0 0 92626 4 445-1 1123 ornia ax 71 a, Calif00 • F 14 s0 15 e1 M5- a 4 ost4 4 16 C1 7 el 17 T 18 19 20 21 22 23 24 25 26 27

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1 TO THE HONORABLE BARRY RUSSELL, UNITED STATES BANKRUPTCY JUDGE: 2 Elissa D. Miller, the chapter 7 trustee (the "Trustee") for the bankruptcy estate of 3 Girardi Keese (the "Estate"), submits this Emergency Motion for Order: (1) Approving 4 Compromise with Frantz Law Group, APLC Pursuant to Federal Rule of Bankruptcy 5 Procedure 9019; (2) Authorizing the Assignment of the Estate's Interests in the Southern 6 California Gas Leak Litigation Free and Clear of Liens, Claims and Interests Pursuant to 7 11 U.S.C. § 363; and (3) Authorizing Rejection of the Assumption and Lien Agreement 8 Between the Debtor and Abir Cohen Treyzon Salo LLP Pursuant to 11 U.S.C. § 365 (the9 "Motion"). In support of the Motion, the Trustee submits the following memorandum of 10 points and authorities and the attached Declaration of Elissa D. Miller. 11 2 0 0 92626 4 445-1 1123 I. PINriToRr OtoD thUeC iTnIvOoNlu ntary petition, Girardi Keese (the "Debtor") was a prominent ornia ax 71 a, Calif00 • F 14 plaintiff's law firm representing clients in the areas of personal injury, defective products, s0 15 sexual abuse, toxic torts, business law, employment law, and aviation law. Pre-petition, e1 M5- a 4 ost4 4 16 the Debtor and Frantz Law Group, APLC ("Frantz") jointly represented approximately C1 7 el 17 8,200 plaintiffs against Southern California Gas Company in connection with the 2015 T 18 months-long gas leak at Aliso Canyon near Porter Ranch in Los Angeles, California (the 19 "Southern California Gas Leak Litigation"). In connection with the joint representation, 20 the Debtor and Frantz entered into agreements including (a) the Porter Ranch Agreeme21 Frantz Law Group, APLC & Girardi Keese, and (b) the Attorney-Client Contingent Fee 22 Agreement Addendum (the "Joint Representation Agreements")1. Collectively, the 23 Debtor's and Frantz's jointly represented clients that constitute approximately 22% of the24 total plaintiffs in the Southern California Gas Leak Litigation. 25 26 1 The Joint Representation Agreements are confidential. At the Court's request, th27 Trustee and/or Frantz will provide copies of the Joint Representation Agreements for in camera review.

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1 Since her appointment, the Trustee and her counsel have diligently worked to 2 analyze the Debtor's pending cases. To protect the Debtor's clients, the Trustee and her3 counsel have engaged in discussions with reputable law firms to discuss the possibility o4 transferring some or all of the Debtor's pending cases to qualified and experienced 5 counsel. 6 The Trustee has reached an agreement with Frantz involving the transfer of the 7 Estate's interests in the Southern California Gas Leak Litigation to Frantz, its co-counsel 8 in the Southern California Gas Leak Litigation (the "Settlement Agreement"). The Court 9 should approve the Settlement Agreement. The Estate's interests in the Southern 10 California Gas Leak Litigation implicate an unsettled area of law and other related issues11 which will result in lengthy litigation. The Settlement Agreement resolves these issues 2 0 0 92626 4 445-1 1123 aanndd mexapxeimditizeess a tnh eo rrdeecrolyv etrrayn tsoi ttihoen Eofs teaxties.t i nMgo jroeinotvlye-rr,e tphree sSeentttleedm celnietn Atsg rteoe cmo-ecnotu isn sine lt hornia ax 71 a, Calif00 • F 14 best interest of both the Estate's creditors and the Debtor's clients. Not only does the s0 15 Settlement Agreement dramatically reduce litigation costs for the Estate, it also provides e1 M5- a 4 ost4 4 16 for a near identical recovery of fees as contemplated in the Joint Representation C1 7 el 17 Agreements. The Settlement Agreement also protects the clients and eliminates any T 18 uncertainty for the clients as to who represents them. In short, the Settlement Agreemen19 results in the best possible outcome for the Estate and the Debtor's clients in the 20 Southern California Gas Leak Litigation. For these reasons, the Settlement Agreement 21 should be approved. 22 In connection with the Southern California Gas Leak Litigation, the Trustee 23 recently learned that the law firm of Abir Cohen Treyzon Salo, LLP ("ACTS"), has been 24 sending mass emails to the Debtor's and Franz's jointly represented clients seeking to 25 unethically and improperly solicit their agreement to retain ACTS. ACTS claims that it 26 has a pre-petition agreement with the Debtor to be associated into several cases with th27 case files to be transferred to ACTS. However, the files were not transferred due to a

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1 Court Judge for the Northern District of Illinois. The freeze order was not lifted until after 2 the involuntary petition was filed and the automatic stay was in place. To avoid any 3 confusion and with a full reservation of rights, the Trustee also seeks to reject this 4 purported pre-petition agreement between the Debtor and ACTS. 5 6 II. BACKGROUND 7 A. The Debtor's Bankruptcy Case 8 The Debtor is a plaintiff's law firm based in Los Angeles, California. On Decembe9 18, 2020, petitioning creditors Jill O'Callahan, as successor in interest to James 10 O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and 11 Kimberly Archie (collectively, the "Petitioning Creditors") filed an involuntary chapter 7 2 0 92626 4 445-10 1123 bCarendkirtuoprstc fyil epde tait ioMno atiogna infosrt Athpep oDienbtmtoern.2t oOf nIn Dteercimem Tbruesr t2e4e, P2u0r2s0u,a tnhte t oP e1t1it iUon.Sin.Cg . § ornia ax 71 a, Calif00 • F 14 303(g) [Docket No. 12]. The Court entered an order granting the motion on January 5, s0 15 2021 [Docket No. 45]. On January 6, 2021, the Trustee was appointed as the interim e1 M5- a 4 ost4 4 16 trustee [Docket No. 50]. C1 7 el 17 On January 13, 2021, the Court entered an Order Directing: (1) The Clerk of CourT 18 to Immediately Enter an Order for Relief under Chapter 7; (2) The United States Trustee 19 to Immediately Appoint a Chapter 7 Trustee; (3) The Debtor to File All Schedules and 20 Related Documentation for Chapter 7 Case within Fourteen Days of the Entry of this 21 Order; and (4) Vacating February 16, 2021 Status Conference [Docket No. 68]. On 22 January 13, 2021, the Clerk of Court entered an order for relief against the Debtor 23 [Docket No. 69], and the Trustee was appointed and accepted her appointment in the 24 Debtor's case [Docket No. 71]. 25 26 2 The Petitioning Creditors also filed an involuntary chapter 7 bankruptcy petition 27 against Thomas V. Girardi, which is currently pending as Bankruptcy Case No. 2:20-bk-21020-BR.

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1 On December 30, 2020, Frantz filed a Motion for Relief from the Automatic Stay 2 Under 11 U.S.C. § 362 ("Stay Relief Motion") [Docket No. 31]. On January 19, 2021, the 3 Trustee filed its Opposition to the Stay Relief Motion. On January 20, 2021, the Trustee 4 and Frantz stipulated to continue the hearing on the Stay Relief Motion [Docket No. 109]. 5 On January 21, 2021, the Court entered an order approving the stipulation to continue 6 the hearing on the Stay Relief Motion [Docket No. 110]. A hearing on the Stay Relief 7 Motion is currently scheduled for March 2, 2021. 8 B. The Debtor's Pending Cases 9 As of the filing of the involuntary petition against the Debtor, the Debtor was 10 counsel of record in a significant number of cases which were undertaken on a 11 contingency fee basis. Unfortunately, by the time the Trustee was appointed in the 2 0 0 92626 4 445-1 1123 Dtheeb ftiormr's. cAacsceo, rmdionsgtl yo, ft hthee D Deebbtotorr i'ss naottto rinn eay ps oasnitdio snt awffh heared irte csaignn ceodn otinr umeo tvoe rde opnre fsreonmt itornia ax 71 a, Calif00 • F 14 clients in its pending matters. The protection of the clients' rights has been one of the s0 15 Trustee's highest concerns since her appointment. Accordingly, the Trustee and her e1 M5- a 4 ost4 4 16 counsel have initiated discussions with a number of law firms, with the goal of transferrinC1 7 el 17 some or all of the Debtor's pending cases. See Declaration of Elissa D. Miller. T 18 The Southern California Gas Leak Litigation is one of the Debtor's most significant19 pending cases. Pursuant to the Joint Representation Agreements, both parties agreed t20 equally share all expenses paid and attorneys' fees recovered from the Southern 21 California Gas Leak Litigation. Together, the Debtor and Frantz worked on the Southern22 California Gas Leak Litigation for over five years, with Frantz being actively involved as 23 co-counsel. See Declaration of Elissa D. Miller. 24 C. The Purported Pre-Petition Agreement with Abir Cohen Treyzon 25 Salo LLP 26 In or about April 2020, ACTS obtained a judgment for approximately $11 million 27 against the Debtor on behalf of a client. In October 2020, ACTS filed a turnover action o

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1 In or about October of 2020, in connection with ACTS' collection efforts on the $12 million judgment against the Debtor, ACTS and the Debtor purportedly entered into an 3 agreement for ACTS to associate into several cases with GK with case files transferred t 4 ACTS. See Declaration of Boris Treyzon at ¶ 4, Exhibit 2. According to a partner at 5 ACTS, this agreement was not effectuated and none of the files were transferred due to 6 freeze order (the "Freeze Order") directed at ACTS and others that was issued by the 7 Honorable Thomas M. Durkin, United States District Court, Northern District of Illinois. 8 See id. After the involuntary petition was filed, Judge Durkin lifted the Freeze Order as 9 the automatic stay was in effect. See Declaration of Elissa D. Miller. 10 In response to the Trustee's demand to ACTS for turnover of property of the 11 Debtor's estate and to cease contacting the jointly represented clients in the Southern 2 0 0 92626 4 445-1 1123 Canadli fLoirennia A Ggarese Lmeeankt L(i"tAigsastuiomnp, tAioCnT ASg rreefeemrreedn tt"h),e a T croupstye oef awnhdi cFhr aisn tazt ttaoc ahne dA hsseuremtop taiosn ornia ax 71 a, Calif00 • F 14 Exhibit 3. In the Assumption Agreement, ACTS was given the opportunity to conduct dus0 15 diligence on the Debtor's pending cases and determine which ones it would assume, e1 M5- a 4 ost4 4 16 "subject to client consents and ethical compliance." ACTS was also permitted to C1 7 el 17 communicate directly with the Debtor's lawyers or staff to determine whether to employ T 18 them. In exchange for this, the Debtor gave up its economic and contractual rights in the19 cases ACTS decided to assume for only a promise to be reimbursed costs and "quantu20 meruit charges" if there was a recovery to pay them. 21 Prepetition, ACTS admitted that it had not assumed representation of any of the 22 clients in the Southern California Gas Leak Litigation. Despite not representing the 23 clients in Southern California Gas Leak Litigation, ACTS has prematurely—and without 24 authorization—filed notices of substitution in the Southern California Gas Leak Litigation. 25 D. The Settlement Agreement with Frantz 26 On January 24, 2020, the Trustee and Frantz entered into the Settlement 27 Agreement. A true and correct copy of the Settlement Agreement is attached hereto as

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1 1. Allocation of Joint Representation Fees. The Settlement Agreement 2 defines Joint Representation Fees as all fees that may be received by Frantz or the 3 Trustee on account of Frantz's and Debtor's representation of the 8,202 clients in the 4 Southern California Gas Leak Litigation, net of referral fees and any common benefit 5 assessments. The Trustee is to receive 45% of the Joint Representation Fees less 50%6 of the costs (the "Estate Allocation"), with Frantz to receive 55% of the Joint 7 Representation Fees less 50% of the costs (the "Frantz Allocation"). As of the petition 8 date, to the extent that Frantz advanced and paid more than 50% of the costs, the 9 difference between the amount advanced and paid and 50% shall be credited against th10 Estate Allocation. Postpetition, the Estate is not obligated to provide any services or 11 advance any costs, with 50% of the costs advanced and paid by Frantz to be credited 2 0 0 92626 4 445-1 1123 aadgvaainnscte tdh eo rE isntcauterr eAdll occoasttiso nin. tThhee S poaurtthieesr na lCsoa liafocrknnioaw Gleadsg Lee tahka tL tihtigea Dtieobnt,o wr ihtha ss ome of ornia ax 71 a, Calif00 • F 14 these costs to be claims in the Debtor's bankruptcy case, and the Estate is to receive s0 15 reimbursement for such costs as part of the Estate Allocation. e1 M5- a 4 ost4 4 16 2. Payment of Allocated Fees. Fees will be made payable to a trust fund C1 7 el 17 that Frantz administers. Within 30 days of receipt of funds, Frantz will calculate the T 18 allocations to the Estate and Frantz, and Frantz will notify the Trustee of the proposed 19 allocations. If the Trustee does not object to the proposed allocations in 14 days, Frantz 20 will distribute the fees according to the proposed allocation. If there is a dispute among 21 the parties, Frantz will reserve the amount necessary to satisfy the Trustee's objection 22 and may distribute the remainder if the Trustee's objection is sustained. The parties 23 agree to promptly resolve any disputes. If the parties are unable to resolve any disputes24 in 30 days, they will submit their dispute to the Bankruptcy Court. 25 3. Common Defense Benefit Claim. The Trustee and Frantz each retain 26 100% of any common defense/benefit fund claim owing to them and are each separately27 responsible for all costs and expenses associated with each of their claims.

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1 4. Assignment of Interests Free and Clear. Subject to the fee allocation, 2 the Trustee will assign all of the Debtor's and Estate's interests in the Southern Californi 3 Gas Leak Litigation to Frantz. The Trustee's assignment is "as-is", "where-is", and 4 without representation or warranty of any kind, including without limitation any 5 representation or warranty as to the continued representation of the clients in the 6 Southern California Gas Leak Litigation. The assignment to Frantz will be free and clear7 of any liens, claims and interests to Frantz pursuant to 11 U.S.C. § 363(f). The 8 assignment free and clear of any liens, claims and interests includes but is not limited to 9 any purported liens or encumbrances to litigation funders or creditors of the Debtor and 10 any purported assignments and transfers by the Debtor. Any claims held by creditors or 11 third parties against the Debtor will be asserted only against the Estate Allocation. Frant2 0 0 92626 4 445-1 1123 is not a5s.s uminWgi tahndyr laiawbailli taiensd o Sf tuhbes Etistutattieo no ro tfh De eDbetbotro ar.s Counsel. The Trustee will ornia ax 71 a, Calif00 • F 14 take all reasonable steps to cause the Debtor to withdraw as counsel. The Trustee shalls0 15 also coordinate with Frantz to smoothly transition the cases to Frantz and to notify the e1 M5- a 4 ost4 4 16 clients of the transition. Frantz agrees and the clients acknowledge and agree that the C1 7 el 17 Debtor has a lien in the Southern California Gas Leak Litigation for the Estate Allocation T 18 and the costs advanced or otherwise incurred by the Debtor. The Debtor's lien will attac19 to any recovery obtained by the clients whether through arbitration award, judgment 20 settlement or otherwise. The Trustee is authorized to take all steps necessary to protect21 and preserve the lien on behalf of the Debtor and the Estate. 22 6. Bankruptcy Court Approval. The terms of the Settlement Agreement, 23 and the effectiveness thereof, are subject to Court approval. 24 / / / 25 / / / 26 / / / 27 / / /

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1 III. MEMORANDUM OF POINTS AND AUTHORITIES 2 A. The Court Can Approve the Settlement Agreement with Frantz Law 3 Group, APLC 4 Federal Rule of Bankruptcy Procedure ("FRBP") 9019(a) provides, in part, that a 5 court may approve a compromise per motion by the trustee and after a hearing on notice6 to the debtor, all creditors, and all interested parties. The standard to be applied to the 7 approval of a settlement includes the probability of success of any litigation, the 8 difficulties in collection on a judgment, the complexity of the matter, the expense, 9 inconvenience or delay occasioned by resolution through litigation, and interests of 10 creditors, and the reasonableness of the compromise. In re A & C Properties, 784 F.2d 11 1377, 1380-81 (9th Cir. 1986). 2 0 0 92626 4 445-1 1123 See id." T Inh ea pbparnokvriunpgt cay sceotutlertm heanst gargeraete lamtietundt,e t hine acpopurrot vminugs tc foinmdp trhoamt iist iinsg f aaigr raenedm ents."ornia ax 71 a, Calif00 • F 14 equitable and the product of good-faith negotiations. See id. Generally speaking, the s0 15 court may defer to the business judgment of the debtor-in-possession or trustee in e1 M5- a 4 ost4 4 16 deciding whether to settle a matter. See In re Mickey Thompson Entertainment Group, C1 7 el 17 Inc., 292 B.R. 415, 420 (B.A.P. 9th Cir. 2003). The court need not conclude that the T 18 proposed settlement is the best possible compromise, but only that the settlement is 19 "within the reasonable range of litigation possibilities." See In re World Health 20 Alternatives, Inc., 344 B.R. 291, 296 (Bankr. D. Del. 2006). Similarly, the court need not,21 and should not conduct a "mini-trial" on the compromised claims but simply determine 22 that disputes related to those claims exist. See In re Schmitt, 215 B.R. 417, 423 (B.A.P. 23 9th Cir. 1997) ("When assessing a compromise, courts need not rule upon disputed facts24 and questions of law, but rather only canvass the issues. A mini-trial on the merits is not25 required."); see also, In re Hermitage Inn, Inc., 66 B.R. 71, 72 (Bankr. D. Colo. 1986) 26 ("[T]he court's assessment does not require resolution of the issues, but only their 27 identification, so that the reasonableness of the settlement may be evaluated."). It is

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1 enough that the court conclude the probability of success is uncertain. See, e.g., In re 2 America West Airlines, Inc., 214 B.R. 382, 386 (Bankr. D. Ariz. 1997). 3 B. The Settlement Agreement is Fair and Reasonable 4 1. The Probability of Success is Uncertain and the Issues are 5 Complex 6 The Settlement Agreement resolves complex legal issues and the probability of 7 the Trustee's success is not certain. Here, a key legal issue concerns whether the Estat8 has an interest in the prospective fees of the Debtor's contingency cases. However, the 9 question of whether the Estate has an interest in these prospective fees from contingenc10 cases is a matter of unsettled law. Specifically, the California Supreme Court has only 11 ruled on whether a dissolved law firm has an interest in prospective fees from hourly fee 2 0 0 92626 4 445-1 1123 mmaatttteerrss,. f iSnedein Hg ethlleart tEhher mdiassno LlvLePd vla. wD afivrmis Wdoreigsh nt oTtr ehmavaein aen L iLnPte,r 4e sCt ainl. h5othu r4ly6 7fe, e4 71 ornia ax 71 a, Calif00 • F 14 (2018). The Ninth Circuit reached a similar conclusion regarding hourly fee matters whes0 15 applying Washington D.C. law. See Diamond Tr. of Estate of Howrey LLP v. Hogan e1 M5- a 4 ost4 4 16 Lovells US LLP (In re Howrey LLP), 950 F.3d 1200, 1202 (9th Cir. 2020). However, bothC1 7 el 17 the California Supreme Court and Ninth Circuit noted in dicta that contingency fee cases T 18 may warrant different treatment. See Heller Ehrman LLP, 4 Cal. 5th at 480, 483; In re 19 Howrey LLP, 950 F.3d at 1214-15. In short, these decisions are recent and there 20 appears to be no prevailing case law that is directly on point. Thus, it is not certain 21 whether the Trustee will ultimately prevail. 22 Multiple additional issues exist. If the Settlement Agreement is not approved, the 23 parties will likely litigate over the amount the Estate is entitled to under a quantum meruit24 theory for work already performed. Frantz has also indicated the possibility of alleging 25 that the Debtor breached its obligations under the Joint Representation Agreements and 26 owes Frantz for alleged costs Frantz advanced. Collectively, all of these issues will 27 require the Trustee to spend significant time and resources, made even more difficult

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1 The Settlement Agreement resolves these issues, also resolves the pending Stay Relief 2 Motion, and prevents the Estate from incurring crippling fees and costs from protracted 3 litigation. 4 2. There Will Be Delay If Resolution is Through Litigation 5 The Settlement Agreement will expedite the recovery to the Estate. As noted 6 above, if the Settlement Agreement is not approved, there will likely be lengthy litigation 7 between the Debtor and Frantz concerning the Debtor's rights to fees in the Southern 8 California Gas Leak Litigation. In addition, the Debtor and Frantz will likely litigate over 9 the value of the Debtor's quantum meruit rights and whether the Debtor breached any 10 obligations under the Joint Representation Agreements. If litigation ensues, it will very 11 likely delay the final recovery to the Estate's creditors. The Estate's costs to recover any2 0 0 92626 4 445-1 1123 aprsesveetsn tws ilel xfuternthdeerd d liimtiginaitsiohn r ethcaotv ewriyll tdoe lcarye dthiteo rusl.t i mIna steu mre,c tohvee Srye tttole tmhee nEts Atagtree'se mcreendti tors. ornia ax 71 a, Calif00 • F 14 3. The Settlement Agreement is Reasonable and In the Best s0 15 Interest of Creditors e1 M5- a 4 ost4 4 16 The Settlement Agreement is reasonable and in the best interest of the Debtor's C1 7 el 17 creditors. Under the Settlement Agreement, the Estate will receive 45% of the fees T 18 recovered for the clients in the Southern California Gas Leak Litigation. This result 19 greatly benefits the Estate. The Debtor and Frantz previously agreed to divide the 20 recovered fees 50% each. Here, the Settlement Agreement is entirely reasonable—the 21 Estate will receive only 5% less in recovered fees than previously bargained for. As to 22 costs, the Estate will ultimately be responsible for 50% of the costs as originally agreed. 23 The recovered fees in the Southern California Gas Leak Litigation are expected to be a 24 significant asset for the Estate. With the Estate retaining its interest in the recovered 25 fees, the Estate's creditors will greatly benefit from approval of the Settlement 26 Agreement. In short, the Settlement Agreement is in the best interest of the Debtor's 27 creditors because it is reasonable and will likely yield a substantial recovery for the

15

1 4. The Settlement Agreement is in the Best Interest of the Debtor' 2 Clients 3 The Settlement Agreement is in the best interest of the Debtor's clients. While th4 decision to choose and retain counsel rests with the clients, the Settlement Agreement 5 will provide the Debtor's clients in the Southern California Gas Leak Litigation with the 6 opportunity to continue with reputable and experienced counsel through Frantz's 7 representation. Moreover, the Debtor's clients will be represented by existing co-counsel8 who is already familiar with the case. Together with the Debtor, Frantz has represented 9 the clients for over five years. Frantz's experience working on this case and its extensiv10 knowledge is invaluable for clients. Moreover, throughout its half a decade of 11 involvement in the Southern California Gas Leak Litigation, Frantz communicated 2 0 0 92626 4 445-1 1123 ethxeteren swivilel blye w siitghn tihfieca cnlite dnitssr.u pTthiouns ,t og itvheen c Flireanntstz' 'rse epxretesnesnitvaet ioenxp ife trhieen Scee tatlnedm feanmt iliarity, ornia ax 71 a, Calif00 • F 14 Agreement is not approved. See Declaration of Elissa D. Miller. Ultimately, if the clientss0 15 choose to remain with Frantz, they will be represented by counsel who is already e1 M5- a 4 ost4 4 16 knowledgeable about the case and the clients and is experienced and qualified. Thus, C1 7 el 17 the Settlement Agreement is in the best interests of the Southern California Gas Leak T 18 Litigation clients. 19 C. The Court Can Authorize the Assignment Under 11 U.S.C. § 363(b) 20 Section 363(b) of the Bankruptcy Code empowers a trustee to "use, sell or 21 lease…other than in the ordinary course of business, property of the estate…" A 22 transaction outside the ordinary course of business is appropriate when proposed in goo23 faith and supported by a sound or valid business justification. In consideration of a 24 proposed transaction to use or sell property of the estate, courts look at whether the 25 transaction is in the best interests of the estate based on the facts and history of the 26 case. In re America West Airlines, 166 B.R. 908, 912 (Bankr. D. Ariz.1994) (citing In re 27 Lionel Corp., 722 F.2d 1063, 1071 (2d Cir. 1983)). This requires examination of the

16

1 Ltd., 200 B.R. 653, 659 (B.A.P. 9th Cir. 1996); In re Ernst Home Center, Inc., 209 B.R. 2 974 (Bankr. W.D. Wash. 1997). A trustee's business judgment is subject to great judicial3 deference. See In re Lahijiani, 325 B.R. 282, 289 (B.A.P. 9th Cir. 2005); see also In re 4 MF Global, Inc., 535 B.R. 596, 605 (Bankr. S.D.N.Y. 2015); GBL Holding Co., Inc. v. 5 Blackburn/Travis/Cole, Ltd., 331 B.R. 251, 255 (N.D. Tex. 2005); In re Psychrometric 6 Systems, Inc., 367 B.R. 670, 674 (Bankr. D. Colo. 2007). 7 The proposed assignment under the Settlement Agreement is in the best interests8 of the Estate and has been proposed in good faith. The Settlement Agreement 9 eliminates the costs the Estate would incur litigating with Frantz over the Estate's rights 10 and interests in the Southern California Gas Leak Litigation. Further, the Settlement 11 Agreement allows the Estate to maximize its recovery on one of its most significant 2 0 0 92626 4 445-1 1123 cRaesperse,s aenndta otino nte Armgrse ethmaet natrse. s Fuibnsatlalyn,t itahlely S seimttlielamr eton tt hAeg Dreeebmtoern'st ipsr ethpee tpitrioodnu Jcot inotf the ornia ax 71 a, Calif00 • F 14 Trustee's arms-length negotiations with Frantz, after receiving far inferior proposals froms0 15 other law firms, ranging from 10% to 25% of the total fee, as compared to 45% of the e1 M5- a 4 ost4 4 16 total fee. The Settlement Agreement likely represents the best outcome for the Estate. C1 7 el 17 In short, there is a valid business justification for the Settlement Agreement. See T 18 Declaration of Elissa D. Miller. For these reasons, the Court should authorize the 19 assignment under the Settlement Agreement under 11 U.S.C. § 363(b). 20 D. The Court May Authorize the Assignment of the Estate's Interests in 21 Free and Clear of Any Liens and Interests Under 11 U.S.C. § 363(f) 22 As noted earlier, the Settlement Agreement provides that any creditors of the 23 Debtor that may hold an interest in the Debtor's future recovered attorney fees may only 24 assert such interests against the Estate Allocation. These claims are unique to the 25 Debtor and not Frantz. Simply put, creditors can only assert their claims and interests 26 against the Debtor, not against Frantz and the Frantz Allocation. To make clear that 27 these creditors' potential interests are only against the Estate Allocation, the Trustee

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1 Agreement to be free and clear of any liens, claims and interests under 11 U.S.C. § 2 363(f). 3 The Court has authority to authorize the assignment of the Estate's interests in th 4 Southern Gas Leak Litigation to Frantz free and clear of any liens, claims and interests 5 under 11 U.S.C. § 363(f). Section 363(f) provides the following: 6 (f) The trustee may sell property under subsection (b) or (c) of this section free and clear of any interest in such property of an entity other than the 7 estate, only if— 8 (1) applicable nonbankruptcy law permits sale of such property free and clear of such interest; 9 (2) such entity consents; 10 (3) such interest is a lien and the price at which such property is to 11 be sold is greater than the aggregate value of all liens on such 2 property; 0 0 92626 4 445-1 1123 (4) such interest is in bona fide dispute; or ornia ax 71 (5) such entity could be compelled, in a legal or equitable a, Calif00 • F 14 proceeding, to accept a money satisfaction of such interest s0 15 Because 11 U.S.C. § 363(f) is written in the disjunctive, the Court may authorize e1 M5- a 4 ost4 4 16 the assignment free and clear of any interests if any of the conditions are met. C1 7 el 17 The Court can authorize assignment of the Estate's interests in the Southern T 18 California Gas Leak Litigation free and clear of any liens, claims and interests under 11 19 U.S.C. § 363(f)(5). Section 363(f)(5) "requires that there be, or that there be the 20 possibility of, some proceeding, either at law or at equity, in which the nondebtor could b21 forced to accept money in satisfaction of its interest." Clear Channel Outdoor, Inc. v. 22 Knupfer (In re PW, LLC), 391 B.R. 25, 45 (B.A.P. 9th Cir. 2008). The California 23 Commercial Code provides for a proceeding where the nondebtor could be forced to 24 accept money satisfaction of its interest. Under California Commercial Code § 9610(a), 25 "[a]fter default, a secured party may sell…or otherwise dispose of any or all the collateral26 in its present condition or following any commercially reasonable preparation or 27 processing." See California Commercial Code § 9610(a). Further, "[a] secured party

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1 obligations secured by the security interest…[and] the satisfaction of obligations secured2 by any subordinate security interest…" See California Commercial Code § 9615(a). 3 Here, because any party that potentially holds a security interest in the Estate's fees fro4 the Southern California Gas Leak Litigation can be compelled to accept a money 5 satisfaction under California Commercial Code §§ 9610(a) and 9615(a), 11 U.S.C. § 6 363(f)(5) applies. Thus, the Court may authorize the assignment contemplated in the 7 Settlement Agreement free and clear of any liens, claims and interests under 11 U.S.C. 8 363(f)(5). 9 E. Waiver of 14-Day Stay Set Forth in FRBP 6004(h) is Appropriate 10 FRBP 6004(h) provides that "[a]n order authorizing the use, sale, or lease of 11 property other than cash collateral is stayed until the expiration of 14 days after entry of 2 0 0 92626 4 445-1 1123 tahgea ionrsdte trh, eu nDleesbsto trh, eit ciso uinr tt hoerd beerss to itnhteerrwesistse .o" f Gthiev ecnli ethnets i ninv othluen Staoruyt hpeertinti oCna clifoomrnmiae Gncaesd ornia ax 71 a, Calif00 • F 14 Leak Litigation to resolve any uncertainty they may have concerning who is representings0 15 them. Because the Southern California Gas Leak Litigation is ongoing, resolving any e1 M5- a 4 ost4 4 16 confusion as quickly as possible is in the best interest of the clients. Further, the TrusteeC1 7 el 17 and Frantz have learned that another law firm has initiated unauthorized solicitation of thT 18 parties' clients in the Southern California Gas Leak Litigation. The unauthorized 19 solicitation of clients demonstrates the need for the emergency relief requested by the 20 Motion. Waiver of the stay under FRBP 6004(h) will further preserve the amount of fees 21 the Estate can expect to collect pursuant to the Settlement Agreement. For these 22 reasons, waiver of the FRBP 6004(h) stay is appropriate. 23 F. The Trustee Should Be Authorized to Reject Any Agreements with 24 ACTS 25 "An executory contract is one 'on which performance remains due to some extent 26 on both sides.'" See Unsecured Creditors' Comm. of Robert L. Helms Constr. & Dev. 27 Co., v. Southmark Corp., 139 F. 3d 702, 705 (9th Cir. 1998) citing NLRB v. Bildisco &

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1 this Court, any agreement between ACTS and the Debtor was not effectuated when 2 ACTS was ordered to stop transferring files by the Freeze Order. Assuming it is a valid 3 contract, the Assumption Agreement or any other such agreement is an executory 4 contract. Treyzon admitted that as of the Petition Date, there were outstanding 5 obligations for both the Debtor and ACTS as none of the file transfers had occurred due 6 to the Freeze Order. See Declaration of Boris Treyzon at ¶ 4, Exhibit 2. The Assumptio 7 Agreement also provides for both parties to cooperate in ACTS' efforts to obtain the 8 informed consent of the Debtor's clients in transferring cases to ACTS. 9 Section 365(a) of the Bankruptcy Code provides as follows: 10 Except as provided in sections 765 and 766 of this title and in subsections (b), (c), and (d) of this section, the trustee, subject to the court's approval, 11 may assume or reject any executory contract or unexpired lease of the 2 debtor. 0 0 92626 4 445-1 1123 When evaluating whether to authorize rejection of a contract under 11 U.S.C. § ornia ax 71 a, Calif00 • F 14 365(a), courts apply the "business judgment rule." Under the business judgment rule, s0 15 "the bankruptcy court should presume that the [trustee] acted prudently, on an informed e1 M5- a 4 ost4 4 16 basis, in good faith, and in the honest belief that the action taken was in the best interestC1 7 el 17 of the bankruptcy estate." See Agarwal v. Pomona Valley Med. Group (In re Pomona T 18 Valley Med. Group), 476 F.3d 665, 670 (9th Cir. 2007). Further, the bankruptcy court 19 "should approve the rejection of an executory contract of an executory contract under 20 § 365(a) unless it finds that the [trustee's] conclusion that rejection would be 21 'advantageous is so manifestly unreasonable that it could not be based on sound 22 business judgment, but only on bad faith, whim, or caprice.'" Id. citing Lubrizol Enter. v. 23 Richmond Metal Finishers, 756 F. 2d 1043, 1047 (4th Cir. 1985). 24 The Court should authorize the Trustee's rejection of the Assumption Agreement. 25 There is no benefit accorded to the Estate under the Assumption Agreement. Moreover,26 as set forth above, the Settlement Agreement represents the best outcome for the Estat27 as it maximizes recovery for the Estate while also protecting the Debtor's clients.

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1 judgment. See Declaration of Elissa D. Miller. Accordingly, the Assumption Agreement 2 and any other agreements between the Debtor and ACTS regarding the transfer of files 3 should be rejected so that the parties can effect the Settlement Agreement. 4 5 IV. EMERGENCY RELIEF IS WARRANTED AND APPROPRIATE 6 As set forth in greater detail above, the Settlement Agreement is in the best 7 interest of the Estate and the Debtor's clients. Relief is necessary on an expedited basis8 because ACTS, in violation of the ethical rules governing California attorneys, has 9 recently sent unsolicited emails containing a number of misrepresentations to the 10 Debtor's and Frantz's joint clients in the Southern California Gas Leak Litigation seeking 11 to convert the clients to its own, despite knowing that the clients are currently represente2 0 0 92626 4 445-1 1123 breyt abiontehr tahger eDeembetonrt sa nwdit hF rAaCntTzS. ,A apnpdr oitx iism faetaerlye d5 0th faatm miloierse hwailvl efo blleoewn s turiict kaesd a i nretos uslitg onfin tghornia ax 71 a, Calif00 • F 14 unethical behavior of ACTS. The Court's approval of this settlement will eliminate mass s0 15 confusion that has resulted from ACTS' improper solicitations. The interests of the jointlye1 M5- a 4 ost4 4 16 represented clients as well as millions of dollars of fees are at risk. Boris Treyzon admitsC1 7 el 17 this in his declaration, in which he testifies that if attorneys are permitted to take over theT 18 Debtor's cases, "Debtor and this bankruptcy estate will lose significant assets and a 19 significant amount in fees which would otherwise be available to pay creditors." See 20 Declaration of Boris Treyzon at ¶ 8, Exhibit 2. This conduct leaves the Trustee with no 21 alternative but to seek emergency relief.3 22 23 V. CONCLUSION 24 For these reasons, the Trustee respectfully requests that the Court enter an order25 providing for the following relief: 26 3 The Trustee is concurrently filing a complaint against ACTS and Boris Treyzon for 27 violation of the automatic stay, among other things, and an emergency motion for a temporary restraining order.

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1 1. Granting the Motion; 2 2. Authorizing the Trustee to enter into the Settlement Agreement; 3 3. Approving the terms of the Settlement Agreement, a copy of which is 4 attached hereto as Exhibit "1"; 5 4. Authorizing the Trustee to execute any documents or take any actions 6 reasonably necessary to effectuate the terms of the Settlement Agreement; 7 5. Approving the transaction as contemplated in the Settlement Agreement 8 pursuant to 11 U.S.C. § 363(b); 9 6. Authorizing and ordering the assignment and transfer of any rights or 10 payment to property as contemplated in the Settlement Agreement to be free and clear o11 all claims, liens, encumbrances, or other interests against the Debtor pursuant to 11 2 0 0 92626 4 445-1 1123 U.S.C. 7§. 363(Af)u; t horizing and ordering that any asserted claims, liens, encumbrances, orornia ax 71 a, Calif00 • F 14 other interests against the Debtor will attach only to the Estate Allocation and not to the s0 15 Frantz Allocation; e1 M5- a 4 ost4 4 16 8. Finding that Frantz is assuming no liabilities of the Estate, the Debtor, or C1 7 el 17 any partners, members, attorneys, insiders, affiliates, or employees thereof, whether T 18 under contract, tort, or otherwise; 19 9. Finding that the Federal Rule of Evidence 502(d) protections for attorney-20 client privilege and work-product set forth in the Settlement Agreement apply; 21 10. Authorizing the waiver of the 14-day period under FRBP 6004(h); 22 11. Rejecting the Assumption and Lien Agreement and any other agreements 23 between the Debtor and ACTS as referenced in the Treyzon Declaration pursuant to 11 24 U.S.C. § 365(a); and 25 / / / 26 / / / 27 / / /

22

1 12. For such other relief as the Court may deem just and necessary. 2 3 DATED: January 25, 2021 Respectfully submitted, 4 SMILEY WANG-EKVALL, LLP 5 6 By: /s/ Lei Lei Wang Ekvall 7 LEI LEI WANG EKVALL Proposed Attorneys for Elissa D. Miller, 8 Chapter 7 Trustee 9 10 11 2 0 0 92626 4 445-1 1123 ornia ax 71 a, Calif00 • F 14 s0 15 e1 M5- a 4 ost4 4 16 C1 7 el 17 T 18 19 20 21 22 23 24 25 26 27

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1 DECLARATION OF ELISSA D. MILLER 2 I, Elissa D. Miller, declare as follows: 3 1. I am the duly appointed Chapter 7 Trustee in the bankruptcy case of Girard 4 Keese. I am also a partner at the law firm SulmeyerKupetz. I know each of the following5 facts to be true of my own personal knowledge, except as otherwise stated and, if called 6 as a witness, I could and would competently testify with respect thereto. I make this 7 declaration in support of the Emergency Motion for Order: (1) Approving Compromise 8 with Frantz Law Group, APLC Pursuant to Federal Rule of Bankruptcy Procedure 9019; 9 (2) Authorizing the Assignment of the Estate's Interests in the Southern California Gas 10 Leak Litigation Free and Clear of Liens, Claims and Interests Pursuant to 11 U.S.C. 11 § 363; and (3) Rejecting the Assumption and Lien Agreement Between the Debtor and 2 0 0 92626 4 445-1 1123 Aotbhier rCwoishee nd eTfrineeydzo inn Sthaislo d LeLcPla rPautirosnu,a anltl tteor 1m1s Ud.eSfi.nCe. d§ in3 6th5e ( tMheo t"iMono taioren "i)n.c oUrnploersast ed ornia ax 71 a, Calif00 • F 14 herein by this reference. s0 15 2. The Debtor was counsel of record in a significant number of pending casese1 M5- a 4 ost4 4 16 when the Petitioning Creditors commenced the involuntary petition against the Debtor. C1 7 el 17 The Debtor undertook these cases on a contingency fee basis. T 18 3. By the time I was appointed as the Chapter 7 Trustee, most of the Debtor's19 staff and attorneys had already resigned or moved on from the Debtor. Because of the 20 exodus of employees, the Debtor cannot continue to represent its clients in its pending 21 matters. 22 4. After my appointment and after the involuntary petition was filed, I appeare23 telephonically at a hearing before the Honorable Thomas M. Durkin, United States 24 District Court. At the hearing, Judge Durkin lifted the Freeze Order, as the automatic sta25 was in effect at that time. 26 5. Since my appointment, one of my highest priorities was ensuring that the 27 rights of the Debtor's current clients in pending matters were protected. In order to

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1 assistance of my counsel—to explore the possibility of transferring the Debtor's pending 2 cases. The goal of my discussions with these law firms was to ultimately transfer some 3 or all of the pending cases to protect the clients' rights. 4 6. One of the Debtor's most important pending cases is the Southern 5 California Gas Leak Litigation. Under Frantz and the Debtor's Joint Representation 6 Agreements, the parties agreed to equally share all expenses paid and attorneys' fees 7 recovered from the Southern California Gas Leak Litigation. To date, Frantz and the 8 Debtor have worked on the Southern California Gas Leak Litigation for over five years. 9 Frantz has been actively involved as co-counsel. Because of Frantz's extensive 10 involvement in the Southern California Gas Leak Litigation, there will be significant 11 disruption to the clients' representation if the Settlement Agreement is not approved. 2 0 0 92626 4 445-1 1123 Settlem7e. nt AgRreeecmenetnlyt, oanft ebre ah aslef roief sth oef Easrmtaste-l ewnitght hF nraengtozt itaot iroensso,l vI ee nthteer eEds tiantteo' st haen d ornia ax 71 a, Calif00 • F 14 Frantz's claims related to the Southern California Gas Leak Litigation and Joint s0 15 Representations Agreements. A true and correct copy of the Settlement Agreement is e1 M5- a 4 ost4 4 16 attached hereto as Exhibit "1." C1 7 el 17 8. The Settlement Agreement is the product of my arms-length negotiations T 18 with Frantz and will allow the Estate to transfer its pending cases to Frantz, while still 19 allowing the Estate to collect 45% of the recovered attorneys' fees from the Southern 20 California Gas Leak Litigation less 50% of costs. Prior to entering in the Settlement 21 Agreement, I received proposals from other law firms, ranging from 10% to 25% of the 22 total fee, as opposed to 45% of the total fee in the Southern California Gas Leak 23 Litigation. 24 9. In my opinion and based on my business judgment, the Settlement 25 Agreement is in the best interest of the Estate. The Settlement Agreement eliminates th26 Estates' litigation costs against Frantz and maximizes the Estate's recovery on one its 27 most significant cases.

25

1 10. In sum, I believe there is valid business justification for the Settlement 2 Agreement, as the Settlement Agreement will result in the best outcome for the Estate 3 and the Debtor's clients. 4 11. Relief is necessary on an expedited basis because ACTS, in violation of th5 ethical rules governing California attorneys, has recently sent unsolicited emails 6 containing a number of misrepresentations to the Debtor's and Frantz's joint clients in th7 Southern California Gas Leak Litigation seeking to convert the clients to its own, despite 8 knowing that the clients are currently represented by both the Debtor and Frantz. I am 9 informed and believe that approximately 50 families have been tricked into signing 10 retainer agreements with ACTS, and it is feared that more will follow suit as a result of th11 unethical behavior of ACTS. Boris Treyzon admits this in his declaration, in which he 2 0 0 92626 4 445-1 1123 tbeasntikfireusp ttchya te isf taattteo rwnielly lso saer es ipgenrimficiattnetd a tsos teatkse a onvde ar tshieg nDifeicbatnotr 'sa mcaosuenst ,i n"D feeebsto wr haincdh this ornia ax 71 a, Calif00 • F 14 would otherwise be available to pay creditors." A true and correct copy of the Declaratios0 15 of Boris Treyzon, filed in support of the Motion for Appointment of Interim Trustee as e1 M5- a 4 ost4 4 16 docket number 15, obtained by my counsel's office, is attached hereto as Exhibit "2." C1 7 el 17 12. In my opinion and based on my business judgment, rejection of the T 18 Assumption Agreement with ACTS is in the best interest of the Estate. There is no 19 benefit accorded to the Estate under the Assumption Agreement. A true and correct 20 copy of the Assumption Agreement which was sent to me and my counsel by email from 21 Boris Treyzon is attached hereto as Exhibit "3." 22 I declare under penalty of perjury under the laws of the United States of America 23 that the foregoing is true and correct. 24 Executed on this 25th day of January, 2021, at Los Angeles, California. 25 26 Elissa D. Miller 27

26

EXHIBIT "1"

27

This Settlement Agreement (“Agreement”) is entered into by and between Elissa D. Miller (“Trustee”), solely in her capacity as trustee of the estate (“Estate”) of Girardi Keese (“Debtor”), the chapter 7 debtor in case number 2:20-bk-21022-BR (“Bankruptcy Case”) pending in the U.S. Bankruptcy Court for the Central District of California (“Bankruptcy Court”), on the one hand, and Frantz Law Group, APLC (“Frantz”), on the other hand. The Trustee and Frantz may hereinafter be referred to individually as a “Party” and collectively as the “Parties”. RECITALS WHEREAS, prior to December 18, 2020 (“Petition Date”), the Debtor and Frantz jointly represented 8,202 victims asserting claims arising out of the 2015 blowout and subsequent months-long gas leak in Porter Ranch, California (“Southern California Gas Leak Litigation”), pursuant to agreements including (i) the Porter Ranch Agreement Frantz Law Group, APLC & Girardi Keese, and (ii) the Attorney-Client Contingent Fee Agreement Addendum (“Joint Representation Agreements”); WHEREAS, Frantz asserts that prior to the Petition Date, the Debtor breached obligations owed to Frantz, is liable to Frantz for costs Frantz advanced on behalf of the Debtor, and is not capable of continuing to perform as co-counsel pursuant to the Joint Representation Agreements; WHEREAS, the Trustee asserts that under the Joint Representation Agreements, the Estate is entitled to 50% of all fees from the Southern California Gas Leak Litigation; WHEREAS, an involuntary chapter 7 bankruptcy petition was filed against the Debtor on the Petition Date, commencing the Bankruptcy Case [Docket No. 1]; WHEREAS, on December 30, 2020, Frantz filed a motion for relief from the automatic stay (“Stay Relief Motion”) seeking certain relief relating to the Southern California Gas Leak Litigation representations [Docket No. 30]; WHEREAS, on January 5, 2021, the Bankruptcy Court ordered the appointment of an interim trustee [Docket No. 45]. The Trustee was appointed as interim trustee and accepted her appointment on January 6, 2020 [Docket No. 46]; WHEREAS, on January 13, 2021, the Bankruptcy Court entered an “Order Directing: (1)The Clerk of Court to Immediately Enter an Order for Relief under Chapter 7; (2) The UnitedStates Trustee to Immediately Appoint a Chapter 7 Trustee; (3) The Debtor to File All Schedulesand Related Documentation for Chapter 7 Case within Fourteen Days of the Entry of this Order;and (4) Vacating February 16, 2021 Status Conference” [Docket No. 68]. On January 13, 2021,the Clerk of Court entered an order for relief against the Debtor [Docket No. 69], and the Trusteewas appointed and accepted her appointment [Docket No. 70]; 1

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Motion [Docket No. 101], and other parties also have opposed the Stay Relief Motion; and WHEREAS, following good faith, arm’s length negotiations, and to avoid the expense, delay, and risks of litigation, and to ensure continuous representation and a smooth transition for the clients in the Southern California Gas Leak Litigation, the Parties desire to resolve the disputes between and among them, subject to the terms and conditions as hereinafter set forth, and pursuant to Bankruptcy Code section 363 and Federal Rule of Bankruptcy Procedure 9019; NOW, THEREFORE, in consideration of the mutual terms and covenants to be performed by each of the Parties hereto, and subject to approval of this Agreement by the Bankruptcy Court, the Parties hereby agree as follows: TERMS AND CONDITIONS 1. Definitions. In addition to the definitions in the Recitals or otherwise in this Agreement, the following definitions shall apply: “Clients” mean all clients of the Debtor and Frantz in the Southern California Gas Leak Litigation, including any clients that the Debtor purported to assign or otherwise transfer to (or agree to a substitution of counsel by) any other law firm, provided, however, that Clients shall not include any client that retains Frantz after the Petition Date and that was not as of the Petition Date a client of the Debtor or Frantz in the Southern California Gas Leak Litigation (i.e., totally new clients). “Costs” mean all costs relating to the representation of the Clients in the Southern California Gas Leak Litigation that were to be shared, or in the future would be shared, by the Debtor and Frantz, including (i) filing fees and other court costs, (ii) expert witness fees and expenses, (iii) client costs, (iv) discovery-related expenses, including reporter costs, transcript costs, and costs relating to document production and storage, (v) marketing expenses, (vi) steering committee contributions, and (vii) all costs and expenses of case management and accounting. All such costs are subject to documentation. “Joint Rep. Fees” mean all fees that may be received by Frantz or the Trustee on account of the representation of the Clients in the Southern California Gas Leak Litigation, net of (i) Referral Fees, and (ii) any common benefit assessments. “Referral Fees” mean referral fees owing to third parties pursuant to enforceable and documented referral fee arrangements that were disclosed in writing to both the Debtor and Frantz. For the avoidance of doubt, Referral Fees shall not include any bonuses, salaries, draws, distributions, or other compensation or obligations paid or owing to current or former partners, members, attorneys, insiders, affiliates, or employees of the Debtor. 2

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a. All Joint Rep. Fees shall be allocated as follows: To the Trustee for the benefit of the Estate, 45% of the Joint Rep. Fees less 50% of Costs (the “Estate Allocation”); and To Frantz, 55% of the Joint Rep. Fees less 50% of Costs (the “Frantz Allocation”). b. As of the Petition Date, to the extent that Frantz advanced and paid more than 50% of the Costs in connection with representing the Clients, the difference between the amount advanced and paid and 50% shall be credited against the Estate Allocation and in favor of the Frantz Allocation. Postpetition, the Estate shall not be obligated to provide any services or advance any Costs, but 50% of the amount of Costs advanced and paid by Frantz shall be credited against the Estate Allocation and in favor of the Frantz Allocation. c. It is understood and acknowledged that the Debtor has advanced or otherwise incurred Costs in the Southern California Gas Leak Litigation, some of which may be claims in the Bankruptcy Case, and reimbursement for such Costs will be made to the Estate as part of the Estate Allocation. 3. Payment Of Allocated Fees. All Joint Rep. Fees shall be initially payable to a trust fund administered by Frantz. Within 30 days of receipt, Frantz shall calculate the Frantz Allocation and the Estate Allocation and notify the Trustee of the proposed allocation. If the Trustee does not object to the proposed allocation within 14 days after such notice, Frantz shall distribute the Joint Rep. Fees in accordance with the proposed allocation. If the Trustee does object, Frantz shall reserve such amount as would be necessary to satisfy the Trustee’s objection, if sustained, and may distribute the reminder. The Parties agree to attempt to resolve any dispute promptly. If the Parties cannot resolve their dispute within 30 days, the matter will be submitted to the Bankruptcy Court. 4. Common Defense Benefit Claim. Frantz and the Estate shall separately retain 100% of any common defense/benefit fund claim owing to them, and each shall be separately responsible for all costs, expenses, and other charges associated with their respective claims. 5. Assignment Of All Other Rights / Free And Clear Assignment. Subject to the fee sharing agreement set forth above and Section 11 below, all of the Debtor’s and the Estate’s interests in the Southern California Gas Leak Litigation shall be assigned to Frantz "as-is", "where-is", and without representation or warranty of any kind by the 3

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continued representation of the Clients by Frantz. The assignment to Frantz, including without limitation the Frantz Allocation, shall be free and clear of all liens, claims, encumbrances, and other interests pursuant to Bankruptcy Code section 363(f), including but not limited to (i) any purported liens, assignments, encumbrances, or other purported transfers to litigation funders or other creditors of the Debtor, and (ii) any purported assignments or transfers (or agreements to a substitution of counsel) by the Debtor. Any interests of creditors or other third parties that have or may assert claims against the Debtor shall attach only to the Estate Allocation, and not to the Frantz Allocation. For the avoidance of doubt, Frantz is assuming no liabilities of the Estate, the Debtor, or any partners, members, attorneys, insiders, affiliates, or employees thereof, whether under contract, tort, or otherwise. 6. Withdrawal And Substitution Of Debtor As Counsel and Lien in Favor of the Estate. The Trustee shall take all steps reasonably necessary to cause the Debtor to promptly withdraw as counsel in the Southern California Gas Leak Litigation. The Trustee shall coordinate with Frantz to provide for the smooth transition of the cases and to notify the Clients that their cases will be handled solely by Frantz. Frantz agrees and the Clients shall acknowledge and agree that the Estate has a lien in the Southern California Gas Leak Litigation for the Estate Allocation and Costs advanced or otherwise incurred by the Debtor. The lien will attach to any recovery the Clients may obtain in the Southern California Gas Leak Litigation, whether by arbitration award, judgment, settlement, or otherwise. The Trustee, on behalf of the Debtor and the Estate, is hereby authorized to take all steps deemed necessary by the Trustee to protect and preserve the lien. Immediately upon execution of this Agreement, the Trustee consents to Frantz communicating to the Clients the existence and/or terms of this Agreement, provided that prior to Bankruptcy Court approval of this Agreement, any such communication note that the Agreement is subject to such approval. 7. Cooperation. The Parties shall cooperate in good faith to effectuate the terms of this Agreement, including (i) effectuating the transfer of all client and case files to Frantz, (ii) filing of withdrawals and/or substitutions of counsel, and (iii) preparing, executing or filing any documents necessary to acknowledge the Estate's lien as set forth in Section 6 of this Agreement. The Trustee and her counsel shall promptly direct all communications relating to the Southern California Gas Leak Litigation to Frantz. Pursuant to Federal Rule of Evidence 502(d), the order approving this Agreement shall provide that no communications between the Trustee, Frantz, and their counsel shall constitute a waiver of the Clients’ attorney-client communications or attorney work product relating to the Southern California Gas Leak Litigation. 4

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Any notices required hereunder shall be provided in writing by overnight delivery or email to the following: Trustee: Elissa D. Miller c/o SulmeyerKupetz 333 S Grand Ave #3400 Los Angeles, CA 90071 emiller@sulmeyerlaw.com with copies to: Lei Lei Wang Ekvall Philip E. Strok Smiley Wang-Ekvall, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 lekvall@swelawfirm.com pstrok@swelawfirm.com Frantz: James Frantz Frantz Law Group, APLC 402 W. Broadway # 860 San Diego, CA 92101 JPF@frantzlawgroup.com with copies to: Kenneth Chiate K. John Shaffer Eric Winston Quinn Emanuel Urquhart & Sullivan, LLP 865 S. Figueroa Street, 10th Floor Los Angeles, CA 90017 kenchiate@quinnemanuel.com johnshaffer@quinnemanuel.com ericwinston@quinnemanuel.com 5

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This Agreement constitutes the final and entire agreement between the Parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, and understandings of the Parties, whether oral or written, with respect to such subject matter. 10. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs, executors, administrators, etc. of each of the Parties, including but not limited to any successor trustee and the Debtor after the case is dismissed or closed. 11. No Assignments or Delegation of Rights. Neither Party hereto has assigned or delegated any rights to any other party or person any of the rights or interests related to any claim which may be subject to the terms of this Agreement. 12. Jurisdiction and Venue. Any action to enforce this Agreement must be brought in the Bankruptcy Court. The Parties each hereby waive their right to trial by jury, if any, in connection with any such legal action. The Parties consent to entry of a final judgment or order by the Bankruptcy Court as a core matter. 13. Modification. This Agreement may be modified only by a writing executed by the Party to this Agreement against whom enforcement of such modification is sought. 14. Further Assurances. The Parties shall take all further acts and sign all further documents necessary or convenient to effectuate the purpose of this Agreement. 15. Signature and Execution. A signed copy of this Agreement shall have the same force and effect as the original. This Agreement may be executed in counterparts, each of which is deemed to be an original, but such counterparts together shall constitute one and the same instrument. 6

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In the event that any court determines that any provision of this Agreement is unenforceable, the provision at issue shall be enforced to the maximum extent permitted by law, and all other provisions shall remain in full effect. 17. Full Authority to Sign Agreement. Any individual signing on behalf of any Party hereto expressly represents and warrants to each other Party that he or she has full authority to do so and to bind such Party hereto and, in the case of the Trustee, to bind the Estate, subject only to approval of the Bankruptcy Court. 18. No Penalty for Drafting Agreement. No provisions of this Agreement shall be interpreted for or against any Party because that Party or its legal representative drafted this Agreement. 19. Parties to Bear Own Costs. Each party shall be responsible for the payment of its own costs, attorneys’ fees, and all other expenses in connection with negotiation, preparation, execution, and approval of this Agreement. Notwithstanding the foregoing, if arbitration or other legal action is necessary to enforce the terms of this Agreement, the Party declared to be the prevailing party in such arbitration or proceedings shall be entitled to its reasonable attorneys’ fees and costs incurred in enforcing this Agreement. 20. Recitals Acknowledged. The Recitals are true and correct to the best of the Parties’ knowledge, and hereby adopted by the Parties. 21. Bankruptcy Court Approval. The terms of this Agreement, and the effectiveness thereof, are subject to the approval of the Bankruptcy Court, after the Parties’ compliance with the notice and hearing requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Bankruptcy Rules. Within five days of execution of this Agreement, the Trustee will file a motion seeking Bankruptcy Court approval of this Agreement. The Trustee shall request (i) a hearing on an emergency basis or shortened time, and (ii) that the order approving this Agreement shall be effective and enforceable immediately upon entry. The form and substance of the order approving this Agreement shall be reasonably acceptable to Frantz, and shall include determinations by the Bankruptcy Court that (i) the Trustee has authority to enter into this Agreement and to consummate the transactions contemplated hereby, (ii) the assignment and transfer of any rights to payment or other property is free and clear of all claims, liens, encumbrances, and other interests against the Debtor, 7

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(iii) any asserted claims, liens, encumbrances, or other interests against the Debtor shall attach only to the Estate Allocation, and not to the Frantz Allocation, (iv) Frantz is assuming no liabilities of the Estate, the Debtor, or any partners, members, attorneys, insiders, affiliates, or employees thereof, whether under contract, tort, or otherwise, and (v) the Federal Rule of Evidence 502(d) protections for attorney-client privilege and work-product set forth in Section 7 above apply. The Hearing on the Stay Relief Motion has been continued until March 2, 2021, and if this Agreement is approved, the motion shall be withdrawn. IN WITNESS WHEREOF, the Parties hereto hereby execute this Settlement Agreement as of the date of final signature below. Dated: January 24, 2021 Elissa D. Miller, Chapter 7 Trustee ,-, /7 r<. / / ~ 4/ ) {J/\. ,(' )I/. / By: ___( _;/i_"_', _.; ,1:_1_l✓,-__--~-_~~_-_·-_..., ______ Elissa D. Miller, solely in her capacity as Chapter 7 Trustee of the Estate Dated: January 24, 2021 8

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EXHIBIT "2"

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1 AndrGeowo dmEasn(q,S. t BaatNreo 1 .1 5685) GOODMALNA WO FFICES 2 AP ROFESSICOONRAPLO RATION 307R0u0s sRealnRlco ha d 3 Sui2t5e0 WestVlialkleCa Ag9.e1 ,3 62 4 TELEPHO(N8E18:82 )7 -5169; FACSIM(I8L19E87:)5 -5256 5 E-Maaiglo:o dman@andyglaw.com 6 AttornfoerPy est itCiroendiintgo rs 7 8 UNITSETDA TBEASN KRUPCTOCUYR T 9 CENTRDAILS TROIFCC TAL IFOR-LNOISAA N GELDEISV ISION 10 11 Inr e: CasNeo2 .: 20-bk-21022-B 12 GIRARDI a/kK/EaGE/IS REA R&DK IE ESE,[ Cha7p]t er 13 Debtor. DECLARATOIFBO ONR ITSR EYZO 14 INS UPPOORFTP ETITIONIN CREDITEORMSE'R GENMCOYT IO 15 FORA PPOINTMOEFIN NTT ERIM TRUSTPEUER SUATNO1T 1U .S§. C 16 303(g) 17 HearDiantge : DATED:e cemb,2e 0r2 0 18 TIME_:_ a.m./p.m. CTRM":1 668" 19 25E5.T empSiter eet LoAsn geClAe9.s0 ,0 12 20 21 22 23 24 25 26 27 28

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1 DECLARATOIFBO ONR ITSR EYZON 2 IB,o rTirse yhzeornde,eb cyl are: 3 1. Ia ma,n adtt i mheesrm eeinnt iwoanasfoe ,ud n dpianrgot fAn beCiror h en 4 TreySzaolLnoL ,(P " ACTanSdi" cf)a ltltoee dsI tc iofyua lntdde stttoih fafyec sttsa hteerdIe 5 amo vtehrae go efe i ghyteeaoerlnIsdm .a kteh is doemfcy lo awrpnae triskoonnno awlli end 6 supoptfohr Pete titCiroendiiMntogot .rfisooA'rnp poionaftnm I ennttTe rruiPsmut resetu oa 7 11U. S.C.§ 3 03(('g)' MoItcfia oltnlto"ee )ds. It c iofyua,ln wddo uclodm petteesnttthilefyyr 8 2. ACTiSas p lailnatfiwir ffbmsa 'si eLndo A sn geClaelsi,foW rnehi aatv.we e n9 (2a0t)toarnnetdyw se finvt(ey2 s5u)p sptoarfft. 10 Theirasce u rrae" nfrteleoyzr ed"eb ryJe uddT gheo mMa.Ds u rkaUi SnD ,i st3. 11 JudfogrNe o rtDhiesrnot frI ilcl(ti" nForiOesre dzeer "). 12 4. Ionar b oOuctt oob2fe0 r2A 0C,Ta Sn Gdi rKaered(si"e G eKn"t)ie nratenod 13 agreewmheenrAteC bTwySo ualsds oicnistaeotv ece arsawelisG t Khw, i ctahfis lete rsa ns14 tAoC TDSe.s ptihatigesr eewmiGetKnhfi,t l weesrn eot tr ansofevrterAoreC dTb SyG K, 15 conttrtoah aregy r eeAmCeThnSat wd i GtKhT. h efislele isk ceolnyit nafoirnm ation16 indispfoerpn rsoasbeltcehu ectsaiesn egs . 17 5. Asar esouftl hFter eOerzdeAe CrT,wS a osr debryJe uddD guer ktisont ,o p 18 tranosfcfea rfissle fre osmG KA.C TaSb ibdyte hdoi rsd er. 19 6. Iafni ntterruiismnst o ietme m edaipaptoetiltonya t ckeoedn otfDr eoblt fiolre'20 anrde tcaoiunnt esove all Dueabttceoa rsa'enssd c /oonrtt iponr uoes ceacsuIbet esel, ti heevre21 wibleals ubstaamnotouidnfaat lm atgDoee btcolri'aesnnD dte sba tnodrt/ hEoesr t waitlleol s 22 thoep porttcouo nlisltueybc stta atnttoifrnaeewleyh ssi 'cc ahbn eu stepoda cyr edAisot noer 23 examaptlteaa,csE h xehd"i Abi"ias tc opoyafM eeatnC do nlfeetfrrto emcro unfosre l 24 Defendaadndtrt emose sa enJdda Gcikr aarnad tit,oa rnGteK ay n bdr ootfTh heorm Gaisr ar25 regadridsicnrogev seprosynt satethsiia,nvft ge rirfieesdp ownistehosob,uj te catrnieoo tn s26 provbiyDd eecde m28b2,e0 r2a M0 o,t tiCooo nm pDeils coRveesrpyoa nnasdM e ost tioo n 27 DeeAmd miatlRtlee qdu foerAs dtmsi sIssfiu oacnm hso .t iigsor na ntthceead sw,eh ,iw cohu l28 entmiotvlipena grt tsoye d eakm aaggeasci lnisletin kitetn,lh yo uosdfao nldclsoa urblseld, oo sr-2-

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sevejreeolpya rdized. 2 4. Pritootr hl ei tiignta htDeii osnt riicnIt l lCiaonnutdorh itfes i loiftn hge 3 InvolPuenttiaAtrCiyTo Shn,i, r weidtp,he rmiosfGs Kia,on nu mboefOr K 'sst aaffna ds soci4 attowrnheaoyr sfae m ilwiiattrhh ecsaes IeAfsC .T wSe raeb tlooe b ttahifienl ienst hcea ses 5 Debatgorrte oue sda ssociinaa sct oiunngAs CeTlwS,o uhladvt ehl ea wyaenrsdst atffoa ctiv6 anpdr opleirtlisygu acctha esp erso,tt ehrceit g ohftt hsve a ripoluasia nntpdir ffosta etctto rne7 feaenscd o swthsim cahby er ightpfualylatyboD l eeb atnowdrh iwcohu bletd u rnoevdet ro t8 trufsottrehb eee neoffG iKat n Tdh omGaisr acrrdeid'ist ors. 9 8. Inad dittoOi Ko'nfs a itloau crtei pvreolsyec causIteh esa ,vb ee coamweat rhea t10 othlearfw i ramnasdt toarnreaeyt st emtpott aioknvege r OKa'ns1dh caavsseee essnu bsti11 ofa ttofrnieliyena dl t e aosnctea wshei cho rwiagsip nraolsleaycn usdte etdbt ylG eKd.It fh is12 contiDneubeatsno,tdr h biasn kreuspttwacitylle ol ss ieg niafiscsaaenntatdss i gniafimcoaunn13 inf ewehsi wcohu oltdh erbweai vsaei tlopa abcylr ee ditors. 14 9. Asa r esoufAl CtT Sa'gsr eewmietGnhKtt oa ssoicnai sca otuen AsCeThl a,s 15 repeabteeecdnol nyt abcyct leidle onotksfi oinrng fo 1maantrdie oans sutrhatanhtcec eiarssa erse16 proceWeidtinhagoc.uc tte ots hsde o cumaennidtn sf orni1nafi tlieosn/i cnwa hsiewcsehh avaen 17 agreewmietGnhKtt oa ssoicnai sac toeu nAsCeTlcS,a nansostti hsectsl ei aennadtss s t ated18 abowveer ,i cslki feinntdo itnhcgeo ru nasnsedlu bstiinnt eucwto iunngis npe llao cfGe K a nd 19 ACTSIo.ft haetrt osrnuebyssti incttauost teehsb e,a nkreuspttwacityble eld amagTehdec.sa es 20 araes soefGt Kst ot heex tweonrtwk a pse rforamnecddo swtesra ed vanacnedd w,Go Ku bled 21 accorednitnigttlobly epe adai pdp rofeperisitf ah teieras se u ccersessofurauls lte ttleme22 Agatihne,fs eeae nsrd e covweorutelhddbe ena vaitlopa abcylr ee doiftt hoEers st ate. 23 Id ecluanrdpeee rn aolfpt cy1 juunrdtyeh lrea wosft hUen iStteadot fAe mse rtihctaaht e 24 foregiotsir anungecd o rrect. 25 Execuotnet dh i2s3 'd'a yi nD ecember L ; •lifomia ±, 26 � 27 BorTirse yzo/n 28 -- .)

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Main Document Page 4 of 9

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December 23, 2020 Christy Kostich 213.330.8793 (direct) 323.397.4652 (mobile) Christy.Kostich@wilsonelser.com Boris Treyzon, Esq. ABIR COHEN TREYZON SALO, LLP 16001 Ventura Blvd., Ste. 200 Encino, CA 91436-4482 btreyzon@actslaw.com VIA E-MAIL Jack Girardi, Esq. GIRARDI | KEESE 1126 Wilshire Boulevard Los Angeles, California 90017-1904 jgirardi@girardikeese.com VIA E-MAIL Re: Thomas Layton v. Mikhail Anoshin, et al. MEET AND CONFER REGARDING PLAINTIFF’S FAILURE TO RESPOND TO RASIER, LLC’S DISCOVERY REQUESTS Dear Counsel: On September 11, 2020, Uber Technologies, Inc. served its First Set of Form Interrogatories, Requests for Admissions, Requests for Production of Documents, and Special Interrogatories on Plaintiff Thomas Layton. We have granted multiple extensions to your office, and the last extension granted was to Monday, December 14, 2020. On December 14, 2020, Plaintiff’s Responses to all aforementioned discovery requests were due, but our office did not receive any discovery Responses from Plaintiff. On December 16, 2020 we sent Mr. Jack Girardi a meet and confer letter asking for verified responses, without objections, by December 18, 2020. As of the date of this correspondence, we still have not received verified responses from Plaintiff.

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- 2 - Thus, please provide Plaintiff’s verified responses to Uber Technologies, Inc.’s First Set of Form Interrogatories, Requests for Admissions, Requests for Production of Documents, and Special Interrogatories by December 28, 2020 without objections or Uber will be forced to file a Motion to Compel Discovery Responses, including a Motion to Deem Admitted all Requests for Admissions. Please feel free to contact me with any questions or to further meet and confer, and I look forward to resolving this issue without court intervention. Very truly yours, Christy Kostich

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EXHIBIT "3"

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Assumption and Lien Agreement This Assumption and Fee Sharing Agreement( "Agreement") is between the law firm of Abir,Cohen, Treyzon and Salo LLP( "ACTS")a nd Ae law firm of Girardi & Keese( a soleproprietorship) and its owner and principal, Thomas Girardi (collectively "Girardi")( all partiescollectively," the Parties") whereby, subject to client consents, responsibility for continuedprosecution of certain pending cases shall be transferred from Girardi to ACTS in considerationfor agreement from ACTS to undertake representation of these cases. The date by which thisagreement shall take effect (the "Effective Date" of this agreement) shall be November 16,2020. 1. Recitals. a. Whereas, ACTS, presently is interested in assuming representation in certaincases that Girardi is presently the attorney of record. b. Whereas, Girardi presently believes that their clients will be best served ifrepresentation in certain cases is transferred and taken over by ACTS. 2. Due Diligence. Girardi will provide to ACTS all information and documents in itspossession and control, including, without limitation, documents and informationreasonably requested by ACTS,t hat will permit ACTS to determine those cases forwhich it is prepared to assume further case handling Girardi shall ensure that itsemployees cooperate in gathering such documents and information. The information tobe provided by Girardi to ACTS, which Girardi hereby represents and warrants is trueand correct, shall include but not necessarily limited to: a. A list of all matters in which Girardi represents clients as of the Effective Date ofthis agreement, including copies of any contingency fee agreements, feesharing/referral agreements, and a summary of costs adveinced to date. b. A list of all matters in which Girardi represents clients as of the Effective Date ofthis agreement where a settlement has been reached but not yet finalized,c. A list of all matters in which Girardi represents clients as of the Effective Date ofthis agreement where litigation funding is involved, including copies of litigationfunding agreements and financial reports concerning payments made by suchlitigation flinders. d. A list of all matters in which Girardi is no longer representing the clients as of theEffective Date of this agreement and has served a lien notice, including pertinentinformation such as case name, case number, identity of successor counsel and thestatus of each such case. e. A list of all matters in which Girardi was representing the clients up to andincluding sixty (60) days prior to the Effective Date of this Agreement and thestatus of such matters, including if any funds remain to be paid thereunder.

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f. A list of all client funds, including, without limitation, advanced deposits for costsand/or legal fees, held in trust by Girardi on behalf of any clients whose cases arebeing transferred subject to this Agreement as of the Effective Date of thisagreement. If any such cases are transferred, with client consent said trust fundsshall be transferred to the ACTS client trust account. g. A list of all attorneys employed by Girardi as of the Effective Date of thisagreement. 3. Selection of cases. ACTS,i n its sole discretion, and subject to client consents and ethicalcompliance as explained below, shall determine which Girardi cases to assume ("theTransferred Case(s)"). Any cases not selected, shall remain the continuing responsibilityof Girardi & Keese. ACTS and Girardi agree and emphasize that the decision whetherclients agree to be represented by ACTS belongs solely to the client(s) and any suchtransfer is contingent upon client(s) agreement and consent to such transfer. 4. Offers of Employment to Certain Lawyers Employed by Girardi. ACTS,a t its soleand absolute discretion, shall be permitted to communicate directly with any of thelawyers and staff currently employed by Girardi for the purpose of determining whetherthey will agree to be employed by ACTS on terms to be agreed to by ACTS and suchlawyer(s). Nothing contained in this Section 4 or elsewhere shall obligate ACTS tocommunicate with, offer employment to or employ any such lawyers or staff. 5. Costs Advanced Agreement and Quantum Meruit. ACTS agrees that, as to any costsadvanced by Girardi or any time subject to compensation under a Quantum Meruitprinciple of recovery in any given Transferred Case, upon proper documentation, suchexpenses and Quantum Meruit charge shall be reimbursed to Girardi from a futurerecovery, if any. In the event that no recovery is made on any given Transferred Case,ACTS shall have no obligation to pay to Girardi any amounts, including, withoutlimitation, to reimburse Girardi for any costs or Quantum Meruit charges advanced orexpended by Girardi in connection with that Transferred Case. 6. Communications with Clients and Ethical compliance. The Parties agree to cooperatein the efforts of ACTS to obtain the informed consent of Clients that their matters may betransferred from Girardi to ACTS. Toward that end, Girardi will provide contactinformation for clients on matters that are identified by ACTS as potential transfer cases,and shall introduce such clients to ACTS and facilitate communications intended tosecure the informed consent of the clients. The Parties shall agree in advance to theexplanation to be provided to the client as for the proposed transfer of the case. For anymatter selected by ACTS and for which the clients agree that the case may be transferred,ACTS shall document the disclosure of the fee sharing agreement as to each client ineach such case and shall obtain the written consent of the client consistent, and otherwisecomply with Rule 1.5.1 (a) of the California Rules of Professional Conduct. ACTS shallprovide a copy of said fee sharing agreement/consents to Girardi and the client. Girardiand ACTS will work jointly to obtain consent from clients on cases being transferredfrom ACTS.

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7. Representations and Warranties. a. The Parties represent and warrant that they are legally authorized to enter into thisAgreement. b. The Parties represent and warrant that each entity is in good standing with theState of California and the State Bar of California. 0. Girardi represents and warrants that the information and documents provided toACTS relating to the cases, including, without limitation, the information anddocuments listed in Section 2 above, are true and correct. Girardi acknowledgesand agrees that ACTS is relying on the truth and accuracy of such information anddocuments, which are material to the decision of ACTS to enter into thisAgreement and assume any Transferred Cases in accordance herewith. d. ACTS agrees to continuously maintain a Professional Errors and Omissions(malpractice) Policy in the amounts presently maintained. e. ACTS will provide Girardi with quarterly status of Transferred Cases. 8. Confidentiality. The terms of this Agreement are strictly confidential and shall not bedisclosed by Girardi or ACTS,o r any of their respective agents or representatives, to anythird parties, absent written consent or court order. If the Parties are asked about thisAgreement and/or the transfer of cases and/or the status of the judgment against Girardi,by the media or other third parties, the Parties shall simply say that the matters are thesubject of a confidential agreement. 9. Indemnification. 10. No Assumption of Liabilities, ACTS does not assume any liability of Girardi existent asof the Effective Date by operation of this Agreement or otherwise, including, but notlimited to, any liability owed by Girardi to any of its current or former lawyers or any ofits current or former clients arising out of the holding of any client funds in trust, theaccounting for holding any client funds held in trust, or any alleged act of legalmalpractice, breach of fiduciary duty or other professional wrongdoing. Likewise, ACTSdoes not assume any liability to Girardi with respect to any matter not selected to be oneof the Transferred Cases. 11. No Modifications Except in Writing. The Parties agree that the agreement can only beamended or modified by a writing signed by the parties. 12. Notices. In the event of breach or for any other notice purpose, notices shall be asfollows: a. To ACTS: Boris Treyzon, Esq.

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Abir Cohen Treyzon Sale, LLP 16001 Ventura Blvd., Suite 200 Encino, CA 91436 btreyzon@actsIaw.com b. To Girardi: Girardi| K eese 1126 Wilshire Blvd. Los Angeles, CA 90017 By signing below, the Parties agree to the terms of the Agreementfor Abir Cohen Trey^4 Salo, LLP Danny AJbir 1/' Date Managing Partner For Girardi |Keese Tom Girardi Date For Thomas V. Girardi, Esq. Tom V. Girardi Date

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PROOF OF SERVICE OF DOCUMENT am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is 3200 ark Center Drive, Suite 250, Costa Mesa, CA 92626. true and correct copy of the foregoing document entitled (specify): EMERGENCY MOTION FOR ORDER: ) APPROVING COMPROMISE WITH FRANTZ LAW GROUP, APLC PURSUANT TO FEDERAL RULE OF ANKRUPTCY PROCEDURE 9019; (2) AUTHORIZING THE ASSIGNMENT OF THE ESTATE'S INTERESTS IN THE OUTHERN CALIFORNIA GAS LEAK LITIGATION FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS URSUANT TO 11 U.S.C. § 363; AND (3) AUTHORIZING REJECTION OF THE ASSUMPTION AND LIEN GREEMENT BETWEEN THE DEBTOR AND ABIR COHEN TREYZON SALO LLP PURSUANT TO 11 U.S.C. § 365 EMORANDUM OF POINTS AND AUTHORITIES; DECLARATION OF ELISSA D. MILLER IN SUPPORT will be erved or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner tated below: . TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General rders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) anuary 25, 2021 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that e following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated elow:  Service information continued on attached pag . SERVED BY UNITED STATES MAIL: n (date) January 25, 2021 , I served the following persons and/or entities at the last known addresses in this bankruptcase or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, rst class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the dge will be completed no later than 24 hours after the document is filed. he Honorable Barry Russell .S. Bankruptcy Court oybal Federal Building 55 E. Temple Street, Suite 1660 os Angeles, CA 90012  Service information continued on attached pag . SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method r each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) January 25, 2021 , I served e following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing tuch service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration at personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is led.  Service information continued on attached pag declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. January 25, 2021 Gabriela Gomez-Cruz /s/ Gabriela Gomez-Cruz Date Printed Name Signature

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ADDITIONAL SERVICE INFORMATION (if needed): . SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (“NEF”)  Richard D Buckley richard.buckley@arentfox.com  Marie E Christiansen mchristiansen@vedderprice.com, ecfladocket@vedderprice.com,marie-christiansen-4166@ecf.pacerpro.com  Jennifer Witherell Crastz jcrastz@hrhlaw.com  Ashleigh A Danker Ashleigh.danker@dinsmore.com, SDCMLFiles@DINSMORE.COM;Katrice.ortiz@dinsmore.com  Clifford S Davidson csdavidson@swlaw.com, jlanglois@swlaw.com;cliff-davidson-7586@ecf.pacerpro.com  Lei Lei Wang Ekvall lekvall@swelawfirm.com, lgarrett@swelawfirm.com;gcruz@swelawfirm.com;jchung@swelawfirm.com  Richard W Esterkin richard.esterkin@morganlewis.com  Timothy W Evanston tevanston@swelawfirm.com, gcruz@swelawfirm.com;lgarrett@swelawfirm.com;jchung@swelawfirm.com  Eric D Goldberg eric.goldberg@dlapiper.com, eric-goldberg-1103@ecf.pacerpro.com  Andrew Goodman agoodman@andyglaw.com, Goodman.AndrewR102467@notify.bestcase.com  Steven T Gubner sgubner@bg.law, ecf@bg.law  Marshall J Hogan mhogan@swlaw.com, knestuk@swlaw.com  Razmig Izakelian razmigizakelian@quinnemanuel.com  Lewis R Landau Lew@Landaunet.com  Daniel A Lev dlev@sulmeyerlaw.com, ccaldwell@sulmeyerlaw.com;dlev@ecf.inforuptcy.com  Peter J Mastan peter.mastan@dinsmore.com, SDCMLFiles@dinsmore.com;Katrice.ortiz@dinsmore.com  Edith R Matthai ematthai@romalaw.com  Kenneth Miller kmiller@pmcos.com, efilings@pmcos.com  Elissa Miller (TR) CA71@ecfcbis.com, MillerTrustee@Sulmeyerlaw.com;C124@ecfcbis.com;ccaldwell@sulmeyerlaw.com  Eric A Mitnick MitnickLaw@aol.com, mitnicklaw@gmail.com  Scott H Olson solson@vedderprice.com, scott-olson- 2161@ecf.pacerpro.com,ecfsfdocket@vedderprice.com,nortega@vedderprice.com  Leonard Pena lpena@penalaw.com, penasomaecf@gmail.com;penalr72746@notify.bestcase.com  Michael J Quinn mquinn@vedderprice.com, ecfladocket@vedderprice.com,michael-quinn-2870@ecf.pacerpro.com  Ronald N Richards ron@ronaldrichards.com, morani@ronaldrichards.com,justin@ronaldrichards.com  Philip E Strok pstrok@swelawfirm.com, gcruz@swelawfirm.com;1garrett@swelawfirm.com;jchung@swelawfirm.com  United States Trustee (LA) ustpregion16.la.ecf@usdoj.gov  Eric D Winston ericwinston@quinnemanuel.com  Christopher K.S. Wong christopher.wong@arentfox.com, yvonne.li@arentfox.com  Timothy J Yoo tjy@lnbyb.com

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.SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAILia E-mail: ndrew W Zepeda Rafey Balabanian Nano Banc ames J Finsten Edelson PC 25220 Hancock Ave., Suite 140 urie, Zepeda, Schmalz, Hogan & Martin 123 Townsend St Ste 100 Murrieta, CA 92562 875 Century Park E Ste 2100 San Francisco, CA 94107 epadilla@nanobanc.com os Angeles, CA 90067 rbalabanian@edelson.com pdonaldson@nanobanc.com zepeda@lurie-zepeda.com insten@lurie-zepeda.com bir Cohen Treyzon Salo, LLP Law Finance Group, LLC LFG Special Investor Group, LLC /o: Boris Treyzon 591 Redwood Hwy Finance Group Fund II 6001 Ventura Boulevard, Suite 200 Suite 1200 200 South Virginia St., 8th Floor ncino, CA 91436 Mill Valley, CA 94941 Reno, NV 89501 treyzon@actslaw.com info@lawfinance.com info@lawfinance.com orporation Service Company, As CT Corporation System, as epresentative Representative .O.Box 2576 CT Lien Solutions pringfield, IL 62708 330 N. Brand Blvd., Suite 700 01 Adlai Stevenson Dr. Glendale, CA 91203 pringfield, IL 62703 UCCSPREP@CSCINFO.com CCSPREP@CSCINFO.com

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